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EXHIBIT 2 <br />CONSULTANT AGREEMENT <br />BETWEEN HOUSING AUTHORITY OF THE CITY OF SANTA ANA <br />AND ORRICK, HERRINGTON & SUTCLIFFE, LLP <br />THIS AGREEMENT is made and entered into this 15�' day of July, 2025, by and <br />between Orrick, Herrington & Sutcliffe LLP, a California limited liability partnership <br />(hereinafter "Consultant"), and the HOUSING AUTHORITY OF THE CITY OF SANTA ANA, <br />a public body, corporate and politic (hereinafter "Authority"). <br />RECITALS <br />A. On April 16, 2025, the Authority issued Request for Proposals #25-066A seeking <br />on -call bond counsel services to assist with the normal duties associated with <br />providing bond counsel services on all debt issues, bond issuances, maintenance, <br />and dissolution, and specialized legal counsel related to affordable housing <br />financing, refinancing, tax opinions, and additional legal services related to various <br />questions that may arise from time -to -time on programs, debt or borrowing matters, <br />and general statutory or constitutional law. <br />B. Consultant represents that it is able and willing to provide such services to the <br />Authority. Consultant's responsive proposal to RFP #25-066A is incorporated herein <br />by reference. <br />C. In undertaking the performance of this Agreement, Consultant represents that it is <br />knowledgeable in its field and that any services performed by Consultant under this <br />Agreement will be performed in compliance with such standards as may reasonably <br />be expected. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />On an on -call basis, and at the Authority's sole discretion, Consultant shall perform <br />during the term of this Agreement, the tasks and obligations including all labor, materials, tools, <br />equipment, and incidental customary work required to fully and adequately complete the services <br />described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated <br />herein, and as further set forth in Consultant's Proposal - Exhibit B, attached hereto and <br />incorporated herein. <br />2. COMPENSATION <br />a. Authority agrees to compensate Consultant pursuant to Consultant's Fee <br />Schedule - Exhibit C, attached hereto and incorporated herein. The total sum to <br />be expended during the term of this Agreement shall not exceed One Hundred <br />Fifty Thousand Dollars ($150,000.00). <br />Page 1 of 8 <br />