  We simultaneously model the gravitational potential and phase space
distribution function (DF) of giant stars near the Sun using the {\it Gaia} DR2
radial velocity catalog. We assume that the Galaxy is in equilibrium and is
symmetric about both the spin axis of the disk and the Galactic midplane. The
potential is taken as a sum of terms that nominally represent contributions
from the gas disk, stellar disk, bulge, and dark matter halo. Our DF model for
the giants comprise two components to account for a mix of thin and thick disk
stars. The DF for each component is described by an analytic function of the
energy, the spin angular momentum, and the vertical energy, in accord with
Jeans theorem. We present model predictions for the radial and vertical forces
within $\sim 2\,{\rm kpc}$ of the Sun, highlighting the rotation curve and
vertical force profile in the Solar Neighbourhood. Finally, we show residuals
for star counts in the $R-z$ and $z-v_z$ planes as well as maps of the mean
radial and azimuthal velocities in the $z-v_z$ plane. Using our model for the
potential, we also examine the star count residuals in action-frequency-angle
coordinates. The {\it Gaia} phase spirals, velocity arches, some of the known
moving groups and bending modes appear as well-defined features in these maps.
