Norton Rose Fulbright US LLP draft of 5/10/24
ATTACHMENT NO. 5
1 __________, 2024
Jesus Gomez
City Manager
City of Norwalk
12700 Norwalk Blvd.
Norwalk, CA 90650
Re: Lease Placement Agreement for City of Norwalk 2024 Solar Photovoltaic Systems Equipment Lease Financing
Dear Jesus:
Raymond James & Associates, Inc. (“Raymond James”) is pleased to submit this Lease Placement Agreement (the “Agreement”) to the City of Norwalk (“Client”) to serve as placement agent (the “Placement Agent”) for the proposed placement of tax-exempt equipment lease (the “Lease”) in the approximate principal amount of $_________ to finance a portion of the costs associated with the 2024 Solar Photovoltaic Systems Project (the “Financing”). 1) During the term of this Agreement, in our capacity as Placement Agent, Raymond James proposes to undertake certain activities, including, as appropriate, the following:
a) Advising Client as to the form and structure of the Lease and prevailing interest rates and market conditions for comparable securities. b) Assisting in the preparation of a Term Sheet or other applicable information and offering material (the “Term Sheet”). Responsibility for the contents of such Term Sheet as it relates to Client shall be solely that of Client and any issuer of the Lease. c) Introducing Client to potential investors that may serve as the purchaser of the Lease (the “Purchaser”).
d) Participating in meetings with transaction participants, including potential investors for the Lease.
e) Articulating, explaining, defending or negotiating proposals or positions adopted by Client regarding the placement of the Lease with potential investors. 2) In order that Client and the Placement Agent can best coordinate efforts to effect a financing satisfactory to Client, Client grants Raymond James sole and exclusive right and authority to perform the services described herein and agrees that it will not initiate or participate in any discussions relating to the Financing with any person other than Raymond James. As compensation for Raymond James’ placement agent’s services hereunder Client will pay $15,000. Client and Raymond James expressly agree that Raymond James’ services will be fully performed and such fee will be due and payable only upon execution of the Lease, whether or not the execution of the 2 3
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7 Lease was arranged by Raymond James or such execution occurs subsequent to the expiration of this Agreement.
3) In addition, Client agrees to pay Placement Agent’s out-of-pocket expenses, which shall include, but not be limited to, travel, delivery and similar charges. 4) Regarding information provided by Client to the Purchaser and the Placement Agent, Client represents and warrants that all such information made available to the Purchaser and the Placement Agent by Client, when provided during the period of the engagement of the Placement Agent hereunder, will be true and correct in all material respects. 5) Client acknowledges and agrees that this Agreement does not constitute a guarantee by Raymond James to arrange the placement of the Lease. It is understood that Raymond James’ obligations under this Agreement are to use reasonable efforts throughout the term of this Agreement to perform the services described herein. Client acknowledges and agrees that Raymond James is being retained to act solely as placement agent for the Lease, and not as an agent, advisor or fiduciary to Client, and that this Agreement is not intended to confer rights or benefits on any member, affiliate, shareholder or creditor of Client or any other person or entity or to provide Client or any other person with any assurances that the transaction will be consummated. Placement Agent shall act as an independent contractor under this Agreement, and not in any other capacity, including as a fiduciary. Client acknowledges and agrees that: (i) the transaction contemplated by this Agreement is an arm’s length, commercial transaction between Client and the Placement Agent in which Placement Agent is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to Client; (ii) Placement Agent has not assumed any advisory or fiduciary responsibility to Client with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether Raymond James has provided other services or is currently providing other services to Client on other matters); (iii) the only obligations Placement Agent has to Client with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (iv) Client has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. 6) Client should be aware that the Placement Agent or its affiliates may have trading and other business relationships with other participants in the proposed transaction, including with potential purchasers of the Lease. These relationships include, but may not be limited to, trading lines, frequent purchases and sales of securities and other engagements through which the Placement Agent may have, among other things, an economic interest. In addition, Client should be aware that the primary role of a placement agent is to arrange for the placement of securities in an arm’s-length commercial transaction between the issuer and the purchaser and that the Placement Agent has financial and other interests that differ from those of the issuer.
Notwithstanding the foregoing, the Placement Agent will not receive any compensation with respect to the Lease other than as disclosed above or otherwise disclosed to Client. The Placement Agent is involved in a wide range of activities from which conflicting interests or duties may arise. Information which is held elsewhere within Raymond James, but of which none of the Placement Agent’s personnel involved in the proposed transaction actually has knowledge, will not for any purpose be taken into account in determining the Placement Agent’s responsibilities to Client.
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7 7) Except as contemplated by this agreement or required by law, no opinion or advice of Raymond James shall be reproduced, disseminated, quoted or referred to at any time without the prior written consent of Raymond James. Upon the completion of the Financing, we will be entitled to advertise the transaction in publications and at times selected by us at our own expense. 4 3
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7 Sincerely,
RAYMOND JAMES & ASSOCIATES, INC.
By:
Confirmed and Acknowledged:
City of Norwalk
By:
Jesus M. Gomez, City Manager
Date: