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Exhibit 2 SPECIAL LEGAL COUNSEI SERVICES AGREEMENT This AGREEMENT, made and entered into this 20th day of October, 2015, by and between Haight Brown & Bonesteel, UP ( "Attorneys "), and the City of Santa Ana, a charter city and municipal corporation drily organized and existing under the constitution and laws of the State of California ("City"), RECITALS A. City desires to employ Attorneys to assist the in -house attorneys for the City ("City Attorney ") in the provision of legal services to the City, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of municipal litigation, specifically, defending Cities and its employees in tort cases, and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney, as needed, with the defense of the City and its employees in tort matters, including but not limited to acting as conflict counsel and general tort defense. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e -mail or letter. 2. PAYMENT FOR SERVICES RENDERED a. FEES City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services for the foregoing Action, compensation at the rate of $225 an hoar for all attorneys and $125 an hour for paralegal work. Time will be billed in I /10th of an hour increments. b. REIMBURSEMENT FOR COSTS City agrees to reimburse Attorneys for out -of- pocket expenses, including but not limited to, mileage, expert witness fees, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. Copying charges will be reimbursed at the rate of 10 cents per page. Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 1 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). Invoices should be sent to: Senior Assistant City Attorney, Laura A. Rossini, City of Santa Ana, City Attorney's Office, 20 Civic Center Plaza, M29, Post Office Box 1988, Santa Ana, CA 92702. 25A -11