| 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. 
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