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Exhibit 2 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc). 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the Successor Agency Legal Counsel, as aforesaid, shall be and remain under, and subject to the control and direction of said Successor Agency Legal Counsel at all stages, and that they shall at all times keep the Successor Agency Legal Counsel informed of all matters pertaining thereto. Successor Agency will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by Successor Agency, as hereinafter specified, they shall return to Successor Agency Legal Counsel any and all files then in their possession concerning each and every matter or proceeding in which they represented the Successor Agency pursuant to this Agreement. 5. REPORTING REQUIREMENTS Attorneys agree to keep the Successor Agency Legal Counsel, Director of Finance, and anyone other person(s) designated by the Successor Agency informed of significant events in the transaction. 6. TERM The term of this Agreement shall commence on the date first written above and terminate on June 30, 2019, unless terminated earlier pursuant to Section 13 below. The term of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the Successor Agency Legal Counsel. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of Successor Agency. 8. INSURANCE Attorneys shall provide to the Successor Agency Legal Counsel proof of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse to fumish the Successor Agency with required proof that insurance has been procured and is in force and paid for, the Successor Agency shall have the right, at the Successor Agency's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. 7. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the Successor Agency, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of Attorneys' negligent or wrongful performance or conduct of this Agreement. 8. CONFIDENTIALITY If Attorneys receive from the Successor Agency information, which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Attorneys agree that it shall not use or disclose such information except in the performance of this Agreement, and further agree to exercise the same degree of care it uses to 2 SA -3-16