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EXHIBIT 2 <br />AGREEMENT TO PROVIDE FINANCIAL ADVISORY SERVICES FOR <br />:GAS TAX REFUNDING.CERTIFICATES OF PARTICIPATION, SERIES 2019. <br />THIS e . in b an between <br />. RSAMEMENTUrnad.andentered' to this �;44Y, of September, 2010 y db e <br />Urban Futures; Inc. (1'pqnsdthetanf), and City%a: of Santa Ana, jcharter 'city and municipal <br />corporation-1 organized and existing under the. Constitution and laws of the $j.ate of California <br />RECITALS <br />A. lbeCitydesires.to.retain4consult4nttgpSoyidefinanci.al,a4viwyservi.ces-,rpl4ting <br />to 'the proposed issuance of the City?s Gas Refunding Certificates :of <br />padcipatior, Series 20.1.9, <br />B. Consultant represents. That iti4able AqOwilling lo provide sif0h,sOrvices to the City. <br />C. In ubdertaldrig the performance of this Agreement; CQnsultant represents. that itis <br />ldibwledgdable in its field and that any setvicesPerformed by Consultant under this <br />Agreement,willbe performed ably, <br />p orm inbompliancowithauchstan standards <br />be expected from a professional consulting firm- in the field.. <br />NOW THEREFORE,in consideration of the mutualandMpectiyepromises and subject to the <br />terms and conditions hereinafter set 1kirffi,lbepaities agree as follows: <br />1, SCOPE OF SERVICES <br />n- i crib in,Exhibit it <br />Consultant shall. famish the financial advisory that are described ,E b Ato <br />this Agreement and incorporated in full. <br />2. COMPENSATION <br />ai Compensation for the services to be provided under this Agreement $hall be <br />contingent on the1ssuance and sale of the proposed -bonds that are the subject of <br />the services to be provdded under this Agreement. City shall not be obligated to <br />pay Consul.tant any, amounts under this. Agreement -including expense <br />,reimbursements, unless the proposed bonds are issued and sold, <br />b. Upon the issuance and sale, of the proposed ' onds, City agrees to pay, and <br />Consultant agrees to accept as total payment for its, se m—ceS, the rates and chargesidentified <br />d enti: 6 ed In -Exhibit A. The, total sum to be expended,dunqg the. term of :this <br />­ <br />Agreement shall not. exceed $72,500,Which includes reimbursement. of -expenses <br />up to $2,500, <br />2WIs <br />