Anaheim City Council
September 22, 2026

4921-5360-7360v3/024450-0216

DEALER MANAGER AGREEMENT
____________, 2026
RBC Capital Markets, LLC
as Dealer Manager
New York, New York
Ladies and Gentlemen:

On the date hereof (the “Launch Date”), the Anaheim Housing and Public Improvements Authority (the “Authority”) and the City Of Anaheim (the “City”) are releasing an Invitation to Tender Bonds, dated October __, 2026 (including the appendicesthereto, and asit may be amended or supplemented, the “Invitation”), the form of which is attached hereto as Annex B, whereby the Authority will offer to beneficial owners (the “holders”) of certain of its outstanding obligations, as more fully described in the Invitation (collectively, the “Target Bonds”) to purchase for cash the Target Bonds, all upon the terms and subject to the conditions set forth in the Invitation. The Authority and the City will use a portion of the proceeds of the Authority’s Revenue Refunding Bonds, Series 2026-A (Water System Refunding) (the “Series 2026-A Bonds”).

The date upon which the Tender Offer (defined below) is commenced by the City and the Authority, being the date of such Tender Offer, is herein referred to as the “Launch Date.” This dealer manager agreement (this “Agreement” or “Dealer Manager Agreement”) will confirm the understanding between the City and the Authority and RBC Capital Markets, LLC (the “Dealer Manager” or “RBC”) pursuant to which the City and the Authority have retained RBC to act as the exclusive dealer manager on the terms and subject to the conditions set forth herein, in connection with the Tender Offer.

The process of inviting offers to tender the Target Bonds pursuant to the Offer, the process for holders of the Target Bonds to tender such Target Bonds for purchase, the process for the City and the Authority of determining which tendered Target Bonds will be purchased, and the process of consummating the purchase of such tendered Target Bonds, all as described in the hereinafter defined Tender Documents (as defined herein), is referred to herein as the “Tender Offer.”

1. Appointment of Dealer Manager
(a) The City and the Authority hereby appoint RBC as Dealer Manager for the Tender Offer and authorize the Dealer Manager to act on the City and the Authority’s behalf in accordance with the terms of the Tender Documents.
(b) In connection therewith, the Dealer Manager agrees, subject to the terms and conditions hereof and on the basis of the representations, warranties, covenants, and agreements of the City and the Authority contained herein, and in accordance with the Dealer Manager’s customary practice, to perform those services in connection with the Tender Offer as are customarily performed by investment banks in connection with tender offers of like nature, including, without limitation, using reasonable best efforts to solicit tenders of Target Bonds in the United States pursuant to the Tender Offer and communicating generally in the United States 4921-5360-7360v3/024450-0216 2
regarding the Tender Offer with brokers, dealers, commercial banks and trust companies and other holders of the Target Bonds.
(c) The City and the Authority have approved and has prepared the Tender Documents and is responsible for the Tender Documents, and the City and the Authority authorizes the Dealer Manager to use the Tender Documents in connection with the solicitation of tenders for purchase of the Target Bonds as described in the Tender Documents. (d) The Dealer Manager agrees to furnish no written material to holders of the Target Bonds in connection with the Tender Offer other than the Tender Documents. (e) The City and the Authority have selected Globic Advisors to act as an information and tender agent (the “Information Agent”) in connection with the Tender Offer and have engaged the Information Agent to advise the City and the Authority and Dealer Manager as to such matters relating to the Tender Offer as the City and the Authority and Dealer Manager may reasonably request. The Dealer Manager, on behalf of the City and the Authority, agrees to direct the Information Agent to (i) furnish to the City and the Authority and the Dealer Manager listsshowing the names and addresses of, and principal amount of the Target Bonds held by, the holders of the Target Bonds as of a mutually agreed recent date, and (ii) use its best efforts to advise the City and the Authority and the Dealer Manager from day to day during the period of the Tender Offer as to any changes in identity of the holders of the Target Bonds. In addition, the City and the Authority hereby authorizes the Dealer Manager, on behalf of the City and the Authority, to communicate with the Information Agent with respect to matters relating to the Tender Offer and the transactions described thereby. The Dealer Manager, on behalf of the City and the Authority, has instructed or will instruct the Information Agent to advise the City and the Authority and the Dealer Manager at least daily, in writing, as to the principal amount of the Target Bonds tendered and not validly withdrawn pursuant to the Invitation prior to the Expiration Date (as defined in the Invitation) set forth in the Invitation (the “Tendered Securities”) and such other matters in connection with the Tender Offer as the City and the Authority and the Dealer Manager may request. (f) The City and the Authority shall have sole authority for the acceptance or rejection of any and all tenders of Target Bonds.
(g) The City and the Authority acknowledges and agrees that (i) the Dealer Manager has been retained in the capacity of an arm’s-length contractual counterparty to the City and the Authority solely to provide the services set forth herein and not as a financial advisor (including a municipal advisor as defined in Section 975(c) of the Dodd Frank Wall Street Reform and Consumer Protection Act) or a fiduciary to, or agent of, the City and the Authority, and in rendering such services the Dealer Manager shall act as an independent contractor and any duties arising out of the Dealer Manager’s engagement hereunder shall be owed solely to the City and the Authority; (ii) the Dealer Manager may perform the services contemplated hereby through or in conjunction with the Dealer Manager’s affiliates, and any of the Dealer Manager’s affiliates performing services hereunder shall be entitled to the benefits and be subject to the terms and conditions of this Agreement; and (iii) the Dealer Manager is a securities firm engaged in securities trading and brokerage activities and providing investment banking and financial advisory services, and in the ordinary course of business, the Dealer Manager and its affiliates may at any time hold debt of the City and the Authority, and may trade or otherwise effect transactions, for its own account or the 4921-5360-7360v3/024450-0216 3
accounts of customers, in debt securities of the City and the Authority. Additionally, the City and the Authority acknowledges and agrees that the Dealer Manager is not advising the City and the Authority or any other person as to any legal, regulatory, tax, investment, accounting or financial matters in any jurisdiction. The City and the Authority and such other persons must consult with their own advisors concerning such matters and will be responsible for making their own independent investigation and appraisal of the terms of the Tender Offer, including the Tender Consideration, and the Dealer Manager shall have no responsibility or liability to the City and the Authority with respect thereto. Any review by the Dealer Manager of the City and the Authority and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Dealer Manager, and shall not be on behalf of the City and the Authority or any other person. The City and the Authority acknowledges that the Tender Documents have been or will be prepared and approved by, and are the sole responsibility of, the City and the Authority. Any review by the Dealer Manager of the Invitation, or other matters relating to the Tender Offer will be performed solely for the Dealer Manager’s benefit and shall not be on behalf of the City and the Authority.
(h) The City and the Authority acknowledges that in providing advice to the City and the Authority in connection with the Tender Offer as described herein, the Dealer Manager is relying on the independent registered municipal advisor exemption to the Municipal Advisor Rule of the United Securities and Exchange Commission (the “Commission”). The City and the Authority are represented by Public Financial Advisors LLC as the City and the Authority’s independent registered municipal advisor (the “Financial Advisor”) and has relied on the advice of the Financial Advisor with respect to the Tender Offer.

2. Delivery of Tender Documents
(a) The City and the Authority, with the assistance of the Information Agent, shall deliver or cause to be delivered copies of the Tender Documents to (i) the holders of the Target Bonds, (ii) each participant in The Depository Trust Corporation (“DTC”) appearing in the most recently available DTC securities position listing prepared immediately prior to the date of this Agreement as a holder of the Target Bonds, and (iii) each non-objecting beneficial owner under the rules promulgated by the Commission (“NOBO”) appearing in the most recent NOBO list as a holder of Target Bonds as soon as practicable, by hand, by overnight courier or electronic means, including (x) by posting on the Municipal Securities Rulemaking Board (the “MSRB”) through its Electronic Municipal Market Access system (“EMMA”) website, currently located at https://emma.msrb.org using the CUSIP numbers for the Target Bonds and (y) by posting electronically on the website of the Information Agent at __________, or by another means of expedited delivery. Thereafter, to the extent practicable, until the Expiration Date of the Tender Offer, the City and the Authority shall use its best efforts to cause copies of the Tender Documents to be sent to each person who becomes a holder of the Target Bonds. (b) On or prior to the Launch Date, the City and the Authority shall furnish the Dealer Manager the following documents for use in connection with the Tender Offer: (i) the Invitation, (ii) the Preliminary Official Statement dated October __, 2026 (the “Series 2026-A Preliminary Official Statement”) relating to the Series 2026-A Bonds, and (iii) the hereinafter-defined Additional Material. The foregoing documents, as any of them may be amended and supplemented, are collectively referred to herein as the “Tender Documents.” The City and the 4921-5360-7360v3/024450-0216 4
Authority and the Dealer Manager intend that the Tender Offer shall only be made to the holders of the Target Bonds by means of the Tender Documents. Capitalized terms not defined herein shall have the meanings ascribed to them in the Tender Documents. (c) The Tender Documents have been prepared or caused to be prepared and approved by the City and the Authority and the Dealer Manager is authorized to use the Tender Documents delivered on or prior to the date hereof in connection with the Tender Offer in the manner described herein and in the Tender Documents. The Dealer Manager is also authorized to use such other offering materials and information that (i) is approved by the City and the Authority, in their sole discretion, (ii) provided to the Information Agent, and (iii) posted on EMMA, for use subsequent to the date hereof in connection with the Tender Offer (such other offering material and information meeting the requirements specified in clauses (i) through (iii) are hereinafter referred to as the “Additional Material”). In addition, the City and the Authority shall update the Tender Documents from time to time and in a timely manner during the term of this Agreement as reasonably requested by the Dealer Manager and to the extent the requested information to be updated is reasonably available to the City and the Authority. (d) On or prior to the Launch Date, the Dealer Manager shall acknowledge receipt of the substantially final form of bond purchase agreement (the “Purchase Contract” or the “Bond Purchase Agreement”) to be used in connection with the sale of the Series 2026-A Bonds, in accordance with the terms of such Purchase Contract.
(e) The date on which Target Bonds are purchased for cash pursuant to the Tender Offer is referred to herein as the “Settlement Date.”

3. Solicitation of Tenders for Purchase
(a) The Dealer Manager agrees to use its reasonable efforts to solicit tenders for purchase of the Target Bonds pursuant to the Tender Documents. Neither the Dealer Manager nor any other Indemnified Party (as defined herein) shall have any liability to the City and the Authority for any act or omission on its part or on the part of any such Indemnified Party in connection with the Tender Offer or the performance of its obligations hereunder except as set forth in Section 11 hereof. In soliciting tenders for purchase, no securities broker or dealer (other than a Dealer Manager Party), commercial bank or trust company shall be deemed to act as the agent of the City and the Authority or the Dealer Manager. The Dealer Manager shall not be deemed the agent of any other securities broker or dealer or of any commercial bank or trust company.
(b) The City and the Authority agrees to furnish to the Dealer Manager as many copies of the Tender Documents in final form as the Dealer Manager may reasonably request for use by the Dealer Manager in connection with the Tender Offer. Neither the City nor the Authority shall amend or supplement the Tender Documents or prepare or approve any additional material for use in connection with the Tender Offer, without the Dealer Manager’s consent, which consent shall not be unreasonably withheld.
(c) The City and the Authority shall promptly inform the Dealer Manager of (a) any request of the Commission or any other federal, state or local or other governmental or regulatory 4921-5360-7360v3/024450-0216 5
agency, authority or instrumentality or court or arbitrator (“Other Agency”) to amend or supplement the Tender Documents or for additional information with respect thereto and of receipt (whether written or oral) by it (or by any of its officers or attorneys) of any other communication from the Commission or any Other Agency relating to the Tender Offer or the Tender Documents (and if any such request or communication is in writing, the City and the Authority shall promptly furnish you with a copy thereof), (b) the issuance of any stop order, injunction, restraining order or denial of any application for approval or the initiation or threat of any proceedings, litigation or investigation with respect to the Tender Offer, the purchase of the Target Bonds pursuant thereto or the execution, delivery and performance of this Agreement by the City and the Authority, by or before the Commission or any Other Agency, and (c) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which could (i) cause the Tender Documents to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) cause the City and the Authority to amend, withdraw or terminate the Tender Offer, (iii) cause any representation or warranty contained in this Agreement to be untrue or inaccurate, or (iv) permit the City and the Authority to exercise any right not to purchase Target Bonds tendered under the Tender Offer (and the City and the Authority will so advise you before such rights are exercised).
(d) Except with respect to the disclosure documents referenced in the second immediately following sentence, the City and the Authority will not use or publish any material in connection with the Tender Offer or refer to the Dealer Manager in any such material, without the Dealer Manager’s consent, which consent shall not be unreasonably withheld. The Dealer Manager acknowledges and agrees that it consents to the references to it in the Series 2026-A Preliminary Official Statement and Official Statement (as defined herein), or any respective amendment or supplement thereto.
(e) The City and the Authority agrees to cause the Series 2026-A Preliminary Official Statement and the Invitation to be filed with EMMA on or prior to the Launch Date and any Additional Materials to be filed with EMMA when approved by the City and the Authority. The City and the Authority represents and warrants that the Series 2026-A Preliminary Official Statement shall be deemed final by the City and the Authority as of its date (which shall be no later than the Launch Date), except for the omission of not more than the information permitted by Rule 15c2-12 (the “Rule”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The City and the Authority will also cause a copy of the final official statement relating to the Series 2026-A Bonds (the “Official Statement”) to be timely filed on EMMA in accordance with the Rule.

4. Compensation and Expenses
(a) The [Authority] shall pay to the Dealer Manager, as compensation for its services as Dealer Manager, a fee of $____ for each $1,000 principal amount of the Target Bonds purchased pursuant to the Tender Offer. Such fees shall be payable concurrently with the payment for the tendered Target Bonds in connection with the Tender Offer. (b) The City and the Authority each, jointly and severally, further agree to pay directly or reimburse the Dealer Manager, as the case may be, for (i) all fees and expenses incurred in 4921-5360-7360v3/024450-0216 6
relation to the preparation, printing, filing, mailing or other distribution of all Tender Documents; (ii) all fees and expenses of the Information Agent (including counsel therefor); (iii) all advertising charges in connection with the Tender Offer, including those of any public relations firm or other person or entity engaged by the City or the Authority to render services in connection therewith; (iv) all fees, if any, payable to Dealer Manager and banks and trust companies as reimbursement for their customary mailing and handling fees and expenses incurred in forwarding the Tender Documents to their customers; (v) the consideration for the Target Bonds purchased (the “Tender Consideration”); (vi) the preparation, printing (or reproduction) and delivery of this Agreement and all other agreements or documents prepared, printed (or reproduced) and delivered in connection with the Tender Offer; (vii) the transportation and other expenses incurred by or on behalf of representatives of the City and the Authority and the Dealer Manager in connection with investor presentations; (viii) the fees and expenses of the Trustee (and any counsel therefor); and (ix) all other fees and expenses incurred by the Dealer Manager in connection with the Tender Offer or otherwise in connection with the performance of the Dealer Manager’s services hereunder (including all reasonable fees and disbursements of Dealer Manager’s Counsel (as defined herein).

All payments to be made by the City or the Authority pursuant to this Section 4(b) shall be made reasonably promptly after the expiration or termination of the Tender Offer or the withdrawal of the Dealer Manager, against delivery to the City or the Authority, as applicable, of statements therefor. The City and the Authority shall perform their obligations set forth in this Section 4(b) whether or not the Tender Offer is commenced.

5. Representations, Warranties and Covenants by the Authority The Authority represents, warrants and covenants to, and agrees with, the Dealer Manager that:
(a) The Authority is a joint powers agency duly organized and validly existing under the laws of the State of California.
(b) The Authority has the requisite power and authority and has duly taken all necessary action to authorize the making and consummation of the Tender Offer (including any related borrowings or other provisions for the payment for the Target Bonds by the City and the Authority), and this Agreement has been duly executed and delivered by, and constitutes a valid and binding agreement of, the Authority, enforceable in accordance with its terms, subject, as to enforcement, bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (c) The Authority has full right, power and authority to take, and has duly taken, all necessary action to authorize (i) the Tender Offer and the obtaining of the necessary funds therefor, (ii) the payment of the Tender Consideration, (iv) the execution, delivery and performance by the City and the Authority of the documents to which they are party and the consummation of the transactions contemplated thereby and the Tender Documents; and the City and the Authority have duly taken, or will take, all necessary corporate action to authorize any amendments or supplements to, or modification of, the Invitation and the Tender Documents. (d) The Tender Documents comply and (as amended or supplemented, if amended or supplemented) will comply in all material respects with all applicable requirements of the federal 4921-5360-7360v3/024450-0216 7
securities laws; and the Tender Documents do not and (as amended or supplemented, if amended or supplemented) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. If any event shall occur, or information comes to the attention of the City or the Authority, that is reasonably likely to cause the Tender Documents (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and if in the reasonable opinion of the City or the Authority and its counsel, in consultation with the Dealer Manager, such event or information requires the preparation and distribution of a supplement or amendment to the Tender Documents, the City and the Authority shall prepare and furnish to the Dealer Manager copies of such amendments or supplements of any such Tender Documents, so that the statements in such Tender Documents, as so amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The City and the Authority agree to file or cause to be filed with EMMA any amendments or supplements of any Tender Documents. (e) The making and consummation of the Tender Offer (including any related borrowings or other provisions for the payment for the Target Bonds by the City and the Authority), the execution, delivery and performance by the City of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or result in the acceleration of any obligation under or in a breach of, or constitute a default under, any of the provisions of any ordinance, indenture, agreement or undertaking to which the City and the Authority are a party or by which the Authority is bound or to which any of the Authority’s property or assets is subject, (ii) result in any violation of any resolution, ordinance or statute, as amended, or (iii) contravene any federal, state or local law, rule or regulation applicable to the Authority or any order applicable to the Authority of any court or of any other governmental agency or instrumentality having jurisdiction over it or any of its property. (f) The making and consummation by the Authority of the Tender Offer and the other transactions contemplated hereby and under the Tender Documents, each as amended or supplemented at such date, the execution, delivery and performance by Authority of this Agreement, the payment of the Tender Consideration pursuant to the Tender Offer, the consummation by the Authority of the transactions contemplated hereby and under the Tender Documents, each as amended or supplemented at such date, do not and will not conflict with or constitute on the part of the Authority a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any existing constitutional law, court or administrative rule or regulation, decree, order, or judgment, or (ii) any agreement, indenture, mortgage, lease, deed of trust, note, or other instrument to which the Authority is subject, or its properties, are bound. (g) The Authority agrees that, a reasonable time prior to using or filing with EMMA or with any Other Agency, or sending to any holder of Target Bonds, any Tender Documents or any amendments or supplements thereto, it will submit copies of such materials to the Dealer Manager and will not use, permit the use of or file such materials with EMMA, the Commission or any Other Agency to which the Dealer Manager reasonably objects. In the event that the Authority uses or permits the use of, or files with EMMA, the Commission or any Other Agency, any Tender 4921-5360-7360v3/024450-0216 8
Documents or amendments or supplements thereto (i) which have not been submitted to the Dealer Manager for comments, or (ii) with respect to which the Dealer Manager reasonably objects, then the Dealer Manager shall be entitled to withdraw as Dealer Manager for the Tender Offer without any liability or penalty to the Dealer Manager or any other Indemnified Party (as defined herein) and without loss of any right to the payment of all fees and expenses payable hereunder which have accrued or been incurred to the date of such withdrawal. (h) The Authority is not subject to the requirements of Section 13(a), Section 14 (including, without limitation, Rule 14e-1 thereunder, but excluding paragraph (e) of such Section), or Section 15(d) of the Exchange Act. The Tender Offer and the actions of the City and the Authority in connection with the Tender Offer are exempt from the provisions of Section 14(d) of the Exchange Act and Regulation 14D and Regulation 14E of the Commission and the related rules promulgated thereunder. The Authority has complied and will continue to comply in all material respects with the applicable provisions of Section 11 of the Exchange Act, including, without limitation, Rule 10b-5 thereunder, in connection with the transactions described in the Invitation.
(i) Upon the terms and subject to the conditions of the Tender Offer, the Authority will (i) accept the Tendered Securities, (ii) pay the Tender Consideration payable in respect of Tendered Securities tendered by holders, and (iii) promptly following the completion of the Tender Offer cause the Tendered Securities to be cancelled and retired. (j) Neither the City nor the Authority nor, to the knowledge of the City or the Authority, any officer, agent, employee or affiliate of the City or the Authority is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the City and the Authority and, to the knowledge of the City and the Authority, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (k) The operations of the Authority are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder, including but not limited to the Bank Secrecy Act, as amended by the USA PATRIOT Act, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Authority with respect to the Money Laundering Laws is pending or, to the best knowledge of the Authority, threatened; (l) none of the Authority or, to the knowledge of the Authority, any officer, agent, employee or affiliate of the Authority is currently the subject or the target of any applicable 4921-5360-7360v3/024450-0216 9
sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the United Nations Security Council, the European Union, His Majesty's Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the City located or organized in a country or territory that is the subject or target of Sanctions; and the City will not directly or indirectly use the proceeds of the Tender Offer, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions;
(m) Neither the Authority nor, to the knowledge of the Authority, any director, officer, agent, employee or affiliate of the Authority, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries”); (n) The Authority has not engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, since April 24, 2019, nor does the Authority have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries;
(o) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body pending or, to the knowledge of the Authority, threatened, in any way (i) restraining or enjoining, or threatening or seeking to restrain or enjoin the making or consummation of the Tender Offer, the acquisition or cancellation of Target Bonds or the other transactions contemplated by this Agreement or the Tender Documents, (ii) contesting or affecting the validity or enforceability of any provision of this Agreement; (iii) contesting or affecting the accuracy, completeness or fairness of the Tender Documents; (iv) affecting the existence of the Authority or the titles of its officers to their respective offices, or contesting the powers of the Authority or its ability to perform its obligations hereunder, with respect to the making or consummation of the Tender Offer, the acquisition or cancellation of Target Bonds or the other transactions contemplated by this Agreement or the Tender Documents; or (v) contesting, questioning or affecting the ability of the Authority to consummate, or substantially comply with, the making or consummation of the Tender Offer, the acquisition or cancellation of Target Bonds or the other transactions contemplated by this Agreement or the Tender Documents; or which, if adversely determined, could result in a material adverse change in the financial condition of the Authority or could have a material adverse effect in the making or consummation of the Tender Offer, the acquisition of, payment for, or cancellation of Target Bonds or the other transactions contemplated by this Agreement or the Tender Documents. The Authority shall advise the Dealer Manager promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Tender Documents in connection with the transactions contemplated hereby and by the Tender Offer.
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(p) Subject to the successful sale and closing of the Series 2026-A Bonds under and pursuant to the terms of the Resolution and the Purchase Contract, the Authority has or will have available funds, being the Tender Consideration, and is authorized to use such Tender Consideration under applicable law, to pay the full purchase price of the Target Bonds tendered for purchase that it may become committed to purchase pursuant to the Tender Offer and all related fees and expenses.
(q) The Authority agrees to pay in accordance with the terms and subject to the conditions of the Tender Documents, the designated purchase price of the Target Bonds and all related fees and expenses with respect to the Tender Offer as agreed to by the parties and then cancel or cause to be cancelled the Target Bonds it purchases pursuant to the Tender Offer. (r) The Authority has engaged the Information Agent to make appropriate arrangements with DTC to allow for the book-entry movement of tendered Target Bonds as described in the Tender Documents.
(s) Except as otherwise disclosed in the Tender Documents, (i) there has been no development that could reasonably be expected to result in a material adverse effect on the management, financial condition or operations of the City and the Authority and (ii) other than in the ordinary course of business, the City and the Authority has not incurred any material liability or obligation, indirect, direct or contingent, nor entered into any material transaction or agreement other than the issuance of the City and the Authority’s that are expected to be issued concurrently with the issuance of the Series 2026-A Bonds, or as disclosed in the Tender Documents. (t) In connection with the Tender Offer, the Authority has complied, and will continue to comply, in all material respects with the applicable requirements of the federal securities laws. (u) All approvals, consents, and orders of any governmental authority, board, agency, or commission having jurisdiction that would constitute a condition precedent to the performance by the Authority of the Tender Offer and its obligations under this Agreement (including any provisions for the payment by the City and the Authority for Target Bonds tendered for purchase), have been obtained or will be obtained prior to the Settlement Date. (v) None of the Authority or any of its officers, employees or agents has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Authority to facilitate the Tender Offer or encourage tenders of the Target Bonds by holders of Target Bonds in the Tender Offer. (w) The Authority will advise the Dealer Manager promptly upon (i) the occurrence of any downgrading or (ii) its receipt of notice of (A) any downgrading, (B) any intended or potential downgrading or (C) any surveillance or review or any changed outlook that does not indicate an improvement in the rating accorded to the Target Bonds. (x) The representations and warranties set forth in this Section 5 shall survive the Settlement Date or any prior termination, expiration, or cancellation of this Agreement. 4921-5360-7360v3/024450-0216 11
(y) Any certificate signed by any officer of the Authority and delivered to the Dealer Manager or Dealer Manager’s Counsel in connection with the Tender Offer shall be deemed a representation and warranty by the Authority as to matters covered thereby, to the Dealer Manager.

6. Representations, Warranties and Covenants by the City The City represents, warrants and covenants to, and agrees with, the Dealer Manager that:
(a) The City is a charter city duly organized and validly existing under the laws of the State of California.
(b) The City has the requisite power and authority and has duly taken all necessary action to authorize the making and consummation of the Tender Offer (including any related borrowings or other provisions for the payment for the Target Bonds by the City), and this Agreement has been duly executed and delivered by, and constitutes a valid and binding agreement of, the City, enforceable in accordance with its terms, subject, as to enforcement, bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(c) The City has full right, power and authority to take, and has duly taken, all necessary action to authorize (i) the Tender Offer and the obtaining of the necessary funds therefor, (ii) the payment of the Tender Consideration, (iv) the execution, delivery and performance by the City of the documents to which it is party and the consummation of the transactions contemplated thereby and the Tender Documents; and the City has duly taken, or will take, all necessary corporate action to authorize any amendments or supplements to, or modification of, the Offer to Purchase and the Tender Documents.
(d) The Tender Documents comply and (as amended or supplemented, if amended or supplemented) will comply in all material respects with all applicable requirements of the federal securities laws; and the Tender Documents do not and (as amended or supplemented, if amended or supplemented) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. If any event shall occur, or information comes to the attention of the City, that is reasonably likely to cause the Tender Documents (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and if in the reasonable opinion of the City and its counsel, in consultation with the Dealer Manager, such event or information requires the preparation and distribution of a supplement or amendment to the Tender Documents, the City shall prepare and furnish to the Dealer Manager copies of such amendments or supplements of any such Tender Documents, so that the statements in such Tender Documents, as so amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The City agrees to file or cause to be filed with EMMA any amendments or supplements of any Tender Documents. 4921-5360-7360v3/024450-0216 12
(e) The making and consummation of the Tender Offer (including any related borrowings or other provisions for the payment for the Target Bonds by the City), the execution, delivery and performance by the City of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or result in the acceleration of any obligation under or in a breach of, or constitute a default under, any of the provisions of any ordinance, indenture, agreement or undertaking to which the City is a party or by which the City is bound or to which any of the City’s property or assets is subject, (ii) result in any violation of any resolution, ordinance or statute, as amended, or (iii) contravene any federal, state or local law, rule or regulation applicable to the City or any order applicable to the City of any court or of any other governmental agency or instrumentality having jurisdiction over it or any of its property. (f) The making and consummation by the City of the Tender Offer and the other transactions contemplated hereby and under the Tender Documents, each as amended or supplemented at such date, the execution, delivery and performance by the City of this Agreement, the payment of the Tender Consideration pursuant to the Tender Offer, the consummation by the City of the transactions contemplated hereby and under the Tender Documents, each as amended or supplemented at such date, do not and will not conflict with or constitute on the part of the City a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any existing constitutional law, court or administrative rule or regulation, decree, order, or judgment, or (ii) any agreement, indenture, mortgage, lease, deed of trust, note, or other instrument to which the City is subject, or its properties, are bound.
(g) The City agrees that, a reasonable time prior to using or filing with EMMA or with any Other Agency, or sending to any holder of Target Bonds, any Tender Documents or any amendments or supplements thereto, it will submit copies of such materials to the Dealer Manager and will not use, permit the use of or file such materials with EMMA, the Commission or any Other Agency to which the Dealer Manager reasonably objects. In the event that the City uses or permits the use of, or files with EMMA, the Commission or any Other Agency, any Tender Documents or amendments or supplements thereto (i) which have not been submitted to the Dealer Manager for comments, or (ii) with respect to which the Dealer Manager reasonably objects, then the Dealer Manager shall be entitled to withdraw as Dealer Manager for the Tender Offer without any liability or penalty to the Dealer Manager or any other Indemnified Party (as defined herein) and without loss of any right to the payment of all fees and expenses payable hereunder which have accrued or been incurred to the date of such withdrawal. (h) The City is not subject to the requirements of Section 13(a), Section 14 (including, without limitation, Rule 14e-1 thereunder, but excluding paragraph (e) of such Section), or Section 15(d) of the Exchange Act. The Tender Offer and the actions of the City in connection with the Tender Offer are exempt from the provisions of Section 14(d) of the Exchange Act and Regulation 14D and Regulation 14E of the Commission and the related rules promulgated thereunder. The City has complied and will continue to comply in all material respects with the applicable provisions of Section 11 of the Exchange Act, including, without limitation, Rule 10b-5 thereunder, in connection with the transactions described in the Offer to Purchase. (i) The audited financial statements of the City as of June 30, 2025 included as Appendix _ of the Preliminary Official Statement, present fairly the financial position of the City 4921-5360-7360v3/024450-0216 13
as of such date, and such financial statements have been prepared in conformity with generally accepted accounting principles consistently applied in all material respects. (j) No labor disturbance by or dispute with employees of the City exists or, to the best knowledge of the City, is contemplated or threatened.
(k) Upon the terms and subject to the conditions of the Tender Offer, the City will (i) accept the Tendered Securities, (ii) pay the Tender Consideration payable in respect of Tendered Securities tendered by holders, and (iii) promptly following the completion of the Tender Offer cause the Tendered Securities to be cancelled and retired. (l) Neither the City nor, to the knowledge of the City, any officer, agent, employee or affiliate of the City is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the City and, to the knowledge of the City, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (m) The operations of the City are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder, including but not limited to the Bank Secrecy Act, as amended by the USA PATRIOT Act, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the City with respect to the Money Laundering Laws is pending or, to the best knowledge of the City, threatened; (n) None of the City or, to the knowledge of the City, any officer, agent, employee or affiliate of the City is currently the subject or the target of any applicable sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the United Nations Security Council, the European Union, His Majesty's Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the City located or organized in a country or territory that is the subject or target of Sanctions; and the City will not directly or indirectly use the proceeds of the Tender Offer, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; 4921-5360-7360v3/024450-0216 14
(o) Neither the City nor, to the knowledge of the City, any director, officer, agent, employee or affiliate of the City, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries”); (p) The City has not engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, since April 24, 2019, nor does the City have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries;
(q) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body pending or, to the knowledge of the City, threatened, in any way (i) restraining or enjoining, or threatening or seeking to restrain or enjoin the making or consummation of the Tender Offer, the acquisition or cancellation of Target Bonds or the other transactions contemplated by this Agreement or the Tender Documents, (ii) contesting or affecting the validity or enforceability of any provision of this Agreement; (iii) contesting or affecting the accuracy, completeness or fairness of the Tender Documents; (iv) affecting the existence of the City or the titles of its officers to their respective offices, or contesting the powers of the City or its ability to perform its obligations hereunder, with respect to the making or consummation of the Offer, the acquisition or cancellation of Target Bonds or the other transactions contemplated by this Agreement or the Tender Documents; or (v) contesting, questioning or affecting the ability of the City to consummate, or substantially comply with, the making or consummation of the Tender Offer, the acquisition or cancellation of Target Bonds or the other transactions contemplated by this Agreement or the Tender Documents; or which, if adversely determined, could result in a material adverse change in the financial condition of the City or could have a material adverse effect in the making or consummation of the Tender Offer, the acquisition of, payment for, or cancellation of Target Bonds or the other transactions contemplated by this Agreement or the Tender Documents. The City shall advise the Dealer Manager promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Tender Documents in connection with the transactions contemplated hereby and by the Tender Offer. (r) The City maintains systems of internal accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles (“U.S. GAAP”), including, but not limited to internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Preliminary Official Statement, the Official Statement and the other Tender Documents, each as amended or supplemented at such date, there are no material weaknesses in the internal controls of the City.
4921-5360-7360v3/024450-0216 15
(s) Subject to the successful sale and closing of the Series 2026-A Bonds under and pursuant to the terms of the Resolution and the Purchase Contract, the City has or will have available funds, being the Tender Consideration, and is authorized to use such Tender Consideration under applicable law, to pay the full purchase price of the Target Bonds tendered for purchase that it may become committed to purchase pursuant to the Tender Offer and all related fees and expenses.
(t) The City agrees to pay in accordance with the terms and subject to the conditions of the Tender Documents, the designated purchase price of the Target Bonds and all related fees and expenses with respect to the Tender Offer as agreed to by the parties and then cancel or cause to be cancelled the Target Bonds it purchases pursuant to the Tender Offer. (u) The City has engaged the Information Agent to make appropriate arrangements with DTC to allow for the book-entry movement of tendered Target Bonds as described in the Tender Documents.
(v) Except as otherwise disclosed in the Tender Documents, (i) there has been no development that could reasonably be expected to result in a material adverse effect on the management, financial condition or operations of the City and (ii) other than in the ordinary course of business, the City has not incurred any material liability or obligation, indirect, direct or contingent, nor entered into any material transaction or agreement other than the issuance of the City’s that are expected to be issued concurrently with the issuance of the Series 2026-A Bonds, or as disclosed in the Tender Documents.
(w) In connection with the Tender Offer, the City has complied, and will continue to comply, in all material respects with the applicable requirements of the federal securities laws. (x) All approvals, consents, and orders of any governmental authority, board, agency, or commission having jurisdiction that would constitute a condition precedent to the performance by the City of the Tender Offer and its obligations under this Agreement (including any provisions for the payment by the City for Target Bonds tendered for purchase), have been obtained or will be obtained prior to the Settlement Date.
(y) None of the City or any of its officers, employees or agents has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the City to facilitate the Tender Offer or encourage tenders of the Target Bonds by holders of Target Bonds in the Tender Offer.
(z) The City will advise the Dealer Manager promptly upon (i) the occurrence of any downgrading or (ii) its receipt of notice of (A) any downgrading, (B) any intended or potential downgrading or (C) any surveillance or review or any changed outlook that does not indicate an improvement in the rating accorded to the Target Bonds. (aa) The representations and warranties set forth in this Section 6 shall survive the Settlement Date or any prior termination, expiration, or cancellation of this Agreement. 4921-5360-7360v3/024450-0216 16
(bb) Any certificate signed by any officer of the City and delivered to the Dealer Manager or Dealer Manager’s Counsel in connection with the Tender Offer shall be deemed a representation and warranty by the City as to matters covered thereby, to the Dealer Manager.

7. Conditions of Obligation
The Dealer Manager’s obligation to act as a dealer manager hereunder shall at all times be subject, in the Dealer Manager’s discretion, to the conditions that:
(a) All representations, warranties and other statements of the City and the Authority contained herein are now, and at all times during the period of the Tender Offer (including as of the Settlement Date) shall be, true and correct; the City and the Authority at all times shall have performed in all material respects all of their obligations hereunder; and the statements of the City and the Authority and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct.
(b) The City and the Authority at all times during the Tender Offer and at all times at or prior to the Settlement Date shall have performed all of their obligations hereunder required as of such time(s) to have been performed by it under the Tender Documents or hereunder. (c) On the Launch Date, the Dealer Manager shall have received the opinion of Stradling Yocca Carlson & Rauth LLP (“Dealer Manager’s Counsel”) to the effect that (i) the Tender Offer, and the actions of the Authority and the City in connection with the Tender Program as specifically set forth in the Tender Documents, are exempt from the provisions of Section 14(d) of the Securities Exchange Act of 1934, as amended, and Regulation 14D and Regulation 14E of the Securities and Exchange Commission and the related rules promulgated thereunder, and (ii) a letter or statement from Dealer Manager’s Counsel, which shall be subject to customary exclusions, substantially to the effect that no information has come to the attention of the attorneys in the firm providing legal services to the Dealer Manager with respect to the Tender Offer which would lead such counsel believe that the Invitation or the Series 2026-A Preliminary Official Statement, each as of the Launch Date, contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) On the Settlement Date, the Dealer Manager shall have received the opinion of Dealer Manager’s Counsel, to the effect that (i) the Tender Offer, and the actions of the Authority and the City in connection with the Tender Program as specifically set forth in the Tender Documents, are exempt from the provisions of Section 14(d) of the Securities Exchange Act of 1934, as amended, and Regulation 14D and Regulation 14E of the Securities and Exchange Commission and the related rules promulgated thereunder, and (ii) a letter or statement from Dealer Manager’s Counsel, which shall be subject to customary exclusions, substantially to the effect that no information has come to the attention of the attorneys in the firm providing legal services to the Dealer Manager with respect to the Tender Offer which would lead such counsel believe that the Additional Material or the Official Statement, as of their date and as of the Settlement Date, contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
4921-5360-7360v3/024450-0216 17
(e) The City and the Authority shall furnish to the Dealer Manager the following:
(i) an opinion of Norton Rose Fulbright US LLP (“Bond Counsel”), dated the Launch Date, and in the form attached hereto as Annex A (i) stating in substance that this Agreement constitutes a valid and binding agreement of the Authority and the City, enforceable in accordance with its terms, subject to such exceptions and qualifications as may be acceptable to the Dealer Manager; (ii) relating to the statements contained in the Invitation under the caption “Certain Federal Income Tax Consequences,” (iii) providing negative assurance on the subsection “Target Bonds Not Tendered for Purchase” under the “Additional Considerations” section of the Invitation, and (iv) the actions of the Authority and the City in connection with the Tender Program as specifically set forth in the Tender Documents, are exempt from the provisions of Section 14(d) of the Securities Exchange Act of 1934, as amended, and Regulation 14D and Regulation 14E of the Securities and Exchange Commission and the related rules promulgated thereunder; (ii) with respect to any Series 2026-A Bonds delivered by the City and the Authority, the approving opinion of Bond Counsel, dated the Settlement Date and addressed to the City and the Authority, of Bond Counsel, in substantially the form included as Appendix __ to the Series 2026-A Preliminary Official Statement; and (iii) copies of such other legal opinions, certificates, acknowledgments, instruments, and other documents delivered under the Purchase Contract to the underwriter for the publicly offered Bonds, which are also deemed made to and for the benefit of the Dealer Manager solely with respect to the Tender Offer. (f) The City and the Authority shall furnish to the Dealer Manager the following opinions of Norton Rose Fulbright US LLP (“Disclosure Counsel”):
(i) an opinion, dated the Launch Date, which shall be subject to customary exclusions, substantially to the effect that, no facts have come to the attention of the attorneys serving as Disclosure Counsel in the course of their engagement as Disclosure Counsel which would lead such attorneys to believe that the Invitation or the Series 2026- A Preliminary Official Statement, each as of the Launch Date, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(ii) and an opinion, dated the Settlement Date, which shall be subject to customary exclusions, substantially to the effect that no facts have come to the attention of the attorneys serving as Disclosure Counsel in the course of their engagement as Disclosure Counsel which would lead such attorneys to believe that the Official Statement or the Additional Material, as of their date and as of the Settlement Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
4921-5360-7360v3/024450-0216 18
(g) At the Settlement Date, there shall have been delivered to the Dealer Manager, a certificate or certificates of authorized officers of the City and the Authority satisfactory to the Dealer Manager, in which such officer shall state: that the representations and warranties in this Agreement are true and correct at and as of such Settlement Date; that the City and the Authority have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such date; that subsequent to the respective date as of which information is given in the Official Statement, there has not been any event or development with respect to the City and the Authority taken as a whole that would reasonably be expected to result in a material adverse effect on the management, financial condition or operations of the City, other than as set forth or contemplated in the Official Statement; and to the accuracy as to such other matters as the Dealer Manager may reasonably request.

8. Survival of Certain Provisions
(a) The agreements, representations and/or warranties contained in Section 3(a), 4, 5, 6, 11 and 12 hereof shall survive any termination or cancellation of this Agreement, any completion of the Tender Offer, any investigation made by or on behalf of the City and the Authority, the Dealer Manager, any of the Dealer Manager’s officers or partners or any person controlling the Dealer Manager, any termination or expiration of the Tender Offer and any acquisition of Target Bonds pursuant to the Tender Offer. 4921-5360-7360v3/024450-0216 19

9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

10. Submission to Jurisdiction. EACH PARTY HERETO HEREBY

IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE NEW YORK

COURTS FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN

CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY

OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF

THIS AGREEMENT), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO

ASSERT IN ANY PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT

TO THE JURISDICTION OF ANY SUCH NEW YORK COURT, OR THAT SUCH

PROCEEDING HAS BEEN COMMENCED IN AN IMPROPER OR INCONVENIENT FORUM. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES PERSONAL

SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH

PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL

OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT

THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS ENGAGEMENT LETTER

AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN

SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH PARTY (ON ITS OWN BEHALF AND, TO THE

EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS SHAREHOLDERS)

HEREBY IRREVOCABLY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY

JURY IN RESPECT OF ANY CLAIM, COUNTER-CLAIM OR ACTION BASED ON OR

ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11. Indemnification and Contribution.
(a) The City and the Authority, jointly and severally, agree to indemnify and hold harmless the Dealer Manager and its affiliates and each of their respective directors, officers, employees, representatives, advisors, consultants, agents and each person who controls the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the Dealer Manager and each such person being an “Indemnified Party”) as follows:
(i) from and against any and all loss, claim, damage, liability and expense whatsoever, joint or several, as incurred, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise, and related to, arising out of, or based on (A) any untrue statement or alleged untrue statement of a material fact contained in any information (whether oral or written) or documents used in connection with the Tender Offer, including, without limitation, the Tender Documents or any of the documents referred to therein furnished or made available by the City or the Authority, directly, through the Dealer Manager or otherwise or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) any breach by the City or the Authority of any of its representations, warranties or agreements contained herein, (C) the City or the Authority’s failure to make 4921-5360-7360v3/024450-0216 20
or consummate the Tender Offer or the withdrawal, rescission, termination, amendment or extension of the Tender Offer or any other failure on the City and or the Authority’s part to comply with the terms and conditions contained in the Tender Documents, (D) any of the other transactions or the engagement of the Dealer Manager pursuant to, and the performance by the Dealer Manager of the services contemplated by, this Agreement, except in the case of this clause (D) to the extent that any loss, claim, damage, liability or expense is finally judicially determined, in a non-appealable judgment, to have resulted primarily and directly from the Dealer Manager’s gross negligence or willful misconduct in performing the services contemplated by this Agreement, or (E) any action taken or omitted to be taken by an Indemnified Party with the consent of the City or the Authority or in conformity with the instructions or actions or omissions of the City or the Authority; (ii) from and against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever related to, arising out of or based on any matter for which the Indemnified Party is entitled to indemnification pursuant to subparagraph (i) above, provided, except as specified in Section 11(g) below, any such settlement shall be effected with the written consent of the City and the Authority, which shall not be unreasonably withheld, delayed or conditioned; and (iii) from and against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Dealer Manager), incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever related to, arising out of or based on any matter for which the Indemnified Party is entitled to indemnification pursuant to subparagraph (i) above, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the City and the Authority, to the extent that any such expense is not paid under subparagraph (i) or (ii) above.
(b) The City and the Authority agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the City or the Authority or their respective security holders or creditors relating to or arising out of the engagement of the Dealer Manager pursuant to, or the performance by the Dealer Manager of the services contemplated by, this Agreement except to the extent that any loss, claim, damage, liability or expense is finally judicially determined, in a non-appealable judgment, to have resulted primarily and directly from the Dealer Manager’s gross negligence or willful misconduct in performing the services contemplated by this Agreement.
(c) Promptly after receipt by an Indemnified Party of written notice of any claim or commencement of an action or proceeding with respect to which indemnification may be sought hereunder, such Indemnified Party shall notify the City and the Authority in writing of such claim or of the commencement of such action, claim or proceeding, but failure so to notify the City and the Authority will not relieve the City or the Authority from any liability which the City or the Authority may have hereunder to such Indemnified Party, and in any event will not relieve the City or the Authority from any other liability that the City or the Authority may have to such 4921-5360-7360v3/024450-0216 21
Indemnified Party. In the event of any such claim, action or proceeding, if such Indemnified Party shall notify the City and the Authority of the commencement thereof, the City and the Authority shall assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and shall pay the fees and expenses of such counsel; provided, however, (i) if the City or the Authority fails to assume such defense in a timely manner or (ii) the Indemnified Party shall have concluded that there may be one or more legal defenses available to it which are different from or additional to those available to the City or the Authority, the City and the Authority shall not have the right to assume the defense of such action on behalf of the Indemnified Party, it being understood, however, that the City and the Authority shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Party. (d) In the event an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the City or the Authority, the City and the Authority, jointly and severally, agree to reimburse the Dealer Manager for all reasonable expenses as incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel, and to compensate the Dealer Manager in an amount to be mutually agreed upon. In addition, the City and the Authority, jointly and severally, agree to promptly compensate the Dealer Manager in an amount to be mutually agreed upon per employee per day for each day that a Dealer Manager’s officer or employee is involved in preparation, discovery or testimony pertaining to any litigation, discovery or investigation in connection with such Dealer Manager’s engagement under this Agreement.
(e) If the indemnification provided for in Section 11(a) hereof is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then the City and the Authority, jointly and severally, agree to contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits to the City and the Authority on the one hand and to the Dealer Manager on the other hand from the Tender Offer and other transactions (whether or not consummated) or (ii) if, but only if, the allocation provided by clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the City and the Authority on the one hand and of the Dealer Manager on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits to the City and the Authority on the one hand and the Dealer Manager on the other hand, in connection with the Tender Offer and other transactions (whether or not consummated) shall be deemed to be in the same proportion as the total value paid or proposed to be paid to holders of the Target Bonds pursuant to the Tender Offer (whether or not consummated) bears to the fees actually received by the Dealer Manager hereunder. The relative fault of the City and the Authority on the one hand and the Dealer Manager on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the City and the Authority or by the Dealer Manager and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such 4921-5360-7360v3/024450-0216 22
statement or omission. The City and the Authority and the Dealer Manager agree that it would not be just and equitable if contribution pursuant to this Section 11(e) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 11(e). The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an Indemnified Party and referred to above in this Section 11(e) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission; provided, however, that to the extent permitted by applicable law, in no event shall the Dealer Manager be required to contribute any amount which, in the aggregate, exceeds the aggregate fees received by the Dealer Manager under this Agreement. (f) Each of the City and the Authority agrees that, without the Dealer Manager’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in or with respect to any pending or threatened claim, action, investigation or proceeding in respect of which indemnification or contribution could be sought under this Section 11 (whether or not any Dealer Manager or any other Indemnified Party is an actual or potential party to such claim, action, investigation or proceeding), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, investigation or proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified Party. (g) If at any time an Indemnified Party shall have requested the City or the Authority to reimburse the Indemnified Party for fees and expenses of counsel, each of the City and the Authority agrees that it shall be liable for any settlement effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the City and the Authority of the aforesaid request, and (ii) the City and the Authority shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement. (h) The rights of any Indemnified Party under this section shall be in addition to and not in limitation of any rights that any Indemnified Party may have at common law or otherwise.

12. Miscellaneous
(a) This Agreement is made solely for the benefit of the City, the Authority and the Dealer Manager, and no other person shall acquire or have any right under or by virtue of this Agreement.
(b) In the event that any provision of this Agreement shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision hereof, which shall remain in full force and effect. (c) Except as otherwise expressly provided in this Agreement, whenever notice is required by the provisions of this Agreement, it shall be given to:

The Authority, at:
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Anaheim Housing and Public Improvements Authority
200 South Anaheim Boulevard
Anaheim, California 92805
Attention: Secretary
The City at:

City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
Attention: Public Utilities, Assistant General Manager — Finance and Energy Resources;
The Dealer Manager, at:

RBC Capital Markets, LLC
Brookfield Place
200 Vesey Street, 8
th Floor
New York, New York 10281
Attention: Liability Management
E-Mail: [email protected]
Any notice or other communication provided for herein may be mailed to the Dealer Manager, the City or the Authority at their respective addresses set forth above, unless any such party notifies the others in writing of a different address, or may also be sent by any of the following means: (a) personal service; (b) e-mail; (c) overnight courier or (d) registered or certified first class mail, return receipt requested.
(d) This Agreement contains the entire understanding of the parties with respect to the matters hereof, and supersedes any prior agreements with respect hereto, and may not be modified or amended except in writing executed by the parties hereto. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all such counterparts shall together constitute one and the same agreement.
(e) This Agreement shall terminate upon the earlier of (i) the tenth day following the Settlement Date, withdrawal or termination of the Tender Offer, (ii) notice by either the City, the Authority or the Dealer Manager at any time, with or without cause, effective upon receipt by the other party of written notice to that effect, or (iii) 90 days from the date first written above, it being understood that as set forth in Section 10, certain provisions of this Agreement shall survive the termination or cancellation of this Agreement.
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[Signature Page – Dealer Manager Agreement]
S-1
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If the foregoing correctly sets forth our understanding, please indicate your acceptance of the terms hereof by signing in the appropriate space below and returning to the Dealer Manager the enclosed duplicate originals hereof, whereupon this Agreement shall become a binding agreement between us.

ANAHEIM HOUSING AND PUBLIC

IMPROVEMENTS AUTHORITY
By: ________________________________

CITY OF ANAHEIM, CALIFORNIA
By: ________________________________
Acknowledged and Agreed to:

RBC CAPITAL MARKETS, LLC
By:
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ANNEX A

FORM OF OPINION FROM BOND COUNSEL
4921-5360-7360v3/024450-0216

ANNEX C

FORM OF INVITATION