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f. (Form) Placement Agent AgreementStradling Yocca Carlson & Rauth Draft of 5/21/20 PLACEMENT AGENT AGREEMENT __________ 1, 2020 Orange City Public Facilities Financing Authority 300 E. Chapman Avenue Orange, CA 92866 Attention: Executive Director City of Orange 300 E. Chapman Avenue Orange, CA 92866 Attention: City Manager The undersigned, Raymond James & Associates, Inc. (the “Placement Agent”), offers to enter into the following agreement (this “Agreement”) with the Orange City Public Facilities Financing Authority (the “Authority”) and the City of Orange (the “City”), which, upon acceptance by the Authority and the City, will be binding upon the Authority, the City and the Placement Agent. The Authority acknowledges and agrees that (i) the placement of the Orange City Public Facilities Financing Authority Lease Revenue Bonds, Series 2020A (the “Bonds”) pursuant to this Placement Agent Agreement is an arm’s-length commercial transaction between the Authority and the Placement Agent, (ii) in connection therewith and with the discussion, undertakings and procedures leading up to the consummation of such transaction, the Placement Agent is not acting as a fiduciary of or a financial advisor to the Authority, (iii) the Placement Agent has not assumed an advisory or fiduciary responsibility in favor of the Authority with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Placement Agent has advised or is currently advising the Authority on other matters) or (b) any other obligation to the Authority except the obligations expressly set forth in this Placement Agent Agreement, and (iv) the Authority has consulted with its own legal and other professional advisors to the extent it deemed appropriate in connection with the offering of the Bonds. The Bonds shall be issued under and pursuant to the Indenture, dated as of [June] 1, 2020 (the “Indenture”), by and between the Authority and U.S. Bank National Association (the “Trustee”). In connection with the issuance of the Bonds, the Authority and the City are entering into (i) the Sublease, dated as of [June] 1, 2020 (the “Sublease”), by and between the Authority, as lessor, and the City, as lessee, (ii) the Lease Agreement, dated as of [June] 1, 2020 (the “Lease Agreement”), by and between the City, as lessor, and the Authority, as lessee, and (iii) the Assignment Agreement, dated as of [June], 1, 2020 (the “Assignment Agreement”) by and between the Authority and the Trustee. The Indenture, the Sublease, the Lease Agreement, the Assignment Agreement and this Agreement are collectively referred to herein as the “Authority Documents.” The Sublease, the Lease Agreement, and this Agreement are collectively referred to herein as the “City Documents.” Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Placement Agent, the Authority and the City hereby agree as follows: 2 1. Appointment of Placement Agent; Placement of Bonds; Closing. (a) The Authority hereby appoints the Placement Agent to act, and the Placement Agent hereby agrees to act, as the exclusive placement agent for the Authority in connection with the private sale and issuance of its Bonds, and the Placement Agent hereby accepts such appoint ment. As compensation for its services hereunder, the Placement Agent shall charge a fee not in excess of $__________. At the closing of any such sale, the Authority shall pay or cause to be paid such fee to the Placement Agent by wire transfer or immediately available funds. The above fee does not include any services the Placement Agent may render in the future to the Authority with respect to any offering or placement of municipal securities other than the Bonds. (b) The Authority understands that the Placement Agent will be acting as the agent of the Authority in the offering and sale of the Bonds and agrees that, in connection therewith, the Placement Agent will use its “best efforts” to place the Bonds. (c) The Authority and City expressly agree that nothing in this Agreement evidences or creates any expressed or implied commitment by the Placement Agent to purchase or place any of the Bonds. (d) On the closing date, the Authority or City, as applicable, will cause to be delivered (a) a final approving opinion of Richards, Watson & Gershon, A Professional Corporation, as Bond Counsel to the Authority (“Bond Counsel”), dated the closing date, addressed to or with a reliance letter to the Placement Agent, in a form acceptable to the Placement Agent, to the effect that the Bonds constitute valid and legally binding obligations of the Authority payable from and secured by an irrevocable pledge of the Revenues as set forth in the Indenture, that the interest on the Bonds is exempt from federal and State of California income taxes under existing laws, regulations, rulings and judicial decisions, and that the City’s obligation to pay Rental under the Sublease is a valid and binding obligation of the City, enforceable against the City in accordance with the terms of the Sublease, (b) one or more certificates in form and tenor satisfactory to the Placement Agent evidencing the proper execution and delivery of the Bonds and receipt of payment therefor, including statements of the Authority and the City, dated as of the date of such delivery, to the effect that there is no litigation pending or, to the knowledge of the signer or signers thereof, threatened relating to the issuance, sale and delivery of the Bonds or the execution, delivery, and performance of the Sublease by the City, (c) a letter or certificate of the purchaser of the Bonds, addressed to the Placement Agent, in form and content acceptable to the Placement Agent. 2. Reliance. The Authority and City recognize that, in providing services under this Agreement, the Placement Agent will rely upon and assume the accuracy and completeness of the financial, accounting, tax and other information discussed with or reviewed by the Placement Agent for such purpose, and the Placement Agent does not assume responsibility for the accuracy and completeness thereof. The Placement Agent will have no obligation to conduct any independent evaluation or appraisal of the assets or the liabilities of the Authority, City, or any other party or to advise or opine on related solvency issues. Nothing in this Agreement is intended to confer upon any other person (including creditors, employees or other constituencies of the Authority or City) any rights or remedies hereunder or by reason hereof. 3. Termination. The Placement Agent’s authorization to carry out its duties hereunder may be terminated by the Authority or the Placement Agent at any time with or without cause, effective upon receipt of written notice to that effect by the other party. Notwithstanding the 3 foregoing, in the event the Authority or the City terminates this Agreement and within twelve (12) months thereafter the Authority sells the Bonds to an investor identified by the Placement Agent prior to such termination, the amounts payable under Section 1(a) shall be immediately due and payable to the Placement Agent by the Authority and the City. 4. Notices. Any notice or other communication to be given to any of the parties to this Agreement may be given by delivering the same in writing as follows: to the Authority at 300 E. Chapman Avenue, Orange, California 92866, Attention: Executive Director, to the City at 300 E. Chapman Avenue, Orange, California 92866, Attention City Manager, and to the Placement Agent at 39 E. Union Street, Pasadena, California 91103, Attention: Josè Vera, Managing Director. 5. Survival of Representations, Warranties and Agreements. This Agreement is made solely for the benefit of the Authority, the City and the Placement Agent, and no other person shall acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and agreements of the Authority or the City contained in this Agreement shall remain operative and in full force and effect regardless of delivery of any payment for the Bonds. 6. Counterparts. The Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 7. Effectiveness. This Agreement shall become effective upon the execution of the acceptance hereof by duly authorized signatories of the Authority and the City, which acceptance hereof shall be indicated on the signature page hereof, and shall be valid and enforceable as of the time of such acceptance. This Agreement may be executed by facsimile transmission and in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. 4 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Very truly yours, RAYMOND JAMES & ASSOCIATES, INC. By: Managing Director ORANGE CITY PUBLIC FACILITIES FINANCING AUTHORITY By: Authorized Officer CITY OF ORANGE By: Authorized Officer