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EXHIBIT 2 <br />MEMORANDUM OF UNDERSTANDING AND PAYMENT AGREEMENT <br />BETWEEN THE COUNTY OF ORANGE AND <br />THE CITY OF SANTA ANA <br />THIS MEMORANDUM OF UNDERSTANDING AND PAYMENT AGREEMENT ("Agreement") is <br />made on this day of 2024, ("Effective Date") by and between <br />("Payor") and the City of Santa Ana, a charter <br />city and municipal corporation organized and existing under the Constitution and laws of the State <br />of California ("City"). <br />RECITALS <br />A. The City and Payor desire to jointly engage MDG Associates, Inc. ("Consultant") to provide a <br />Regional Assessment of Fair Housing Plan in accordance with current U.S. Department of <br />Housing and Urban Development (HUD) guidelines, for the years of 2025 to 2029 <br />("Project"). A copy of the , 2024, Agreement with Consultant describing the <br />"Scope of Work" to be performed for the City and Payor is attached as Exhibit A to this <br />Agreement, and incorporated herein by reference, once fully executed. <br />B. Besides City, the Project shall serve to benefit the following California cities and county, <br />each of whom shall reimburse City for City's direct payment to Consultant, according to the <br />terms contained herein: Aliso Viejo, Anaheim, Buena Park, Costa Mesa, Fountain Valley, <br />Fullerton, Garden Grove, Huntington Beach, Irvine, Laguna Niguel, La Habra, Lake Forest, <br />Mission Viejo, Newport Beach, Orange, Rancho Santa Margarita, San Clemente, Santa <br />Ana, Tustin, Westminster, and County of Orange (jurisdictions include: Brea, Cypress, Dana <br />Point, Laguna Beach, Laguna Hills, Laguna Woods, La Palma, Los Alamitos, Placentia, San <br />Juan Capistrano, Seal Beach, Stanton, Villa Park, Yorba Linda, and all unincorporated <br />areas of the County). <br />C. City shall make direct payments to Consultant upon the Payor's behalf, based upon Payor's <br />respective State of California Department of Finance 2024 Population Estimate, as more <br />specifically described in Exhibit B to this Agreement, and incorporated herein by reference. <br />NOW, THEREFORE, in consideration of the foregoing and the promises contained herein, <br />the City and Payor mutually agree as follows: <br />1. TERM <br />1.1 The term of this Agreement shall commence on the Effective Date and shall terminate <br />on July 30, 2025 unless terminated earlier or extended by written amendment to this <br />Agreement. <br />1.2 The Project shall take place from August 1, 2024 to July 30, 2025 ("Project Period"), <br />unless extended or reduced by City. <br />Page 1 of 4 <br />