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Procedure Section 638, and the judicial referee shall be empowered to hear and determine any and all issues in such Reference whether fact or law. Governing Law: All aspects of the credit(s) being discussed including this Term Sheet and any Lease Documents would be governed by the laws of the State of California. Confidentiality J.P.Morgan confirms that it will not use confidential information obtained from you Statement: by virtue of the potential transaction contemplated by this proposal or our other relationships with you in connection with the performance by J.P. Morgan of such services for other companies. You also acknowledge that J.P.Morgan will not use in connection with the potential transaction contemplated by this preliminary proposal, or furnish to you, confidential information obtained from other companies. Municipal Advisor Disclosures and Disclaimers: The Lessee acknowledges and agrees that (i) the transaction contemplated herein is an arm's length commercial transaction between the Lessee and the Bank, (ii)in connection with such transaction, the Bank is acting solely as a principal and not as an advisor including, without limitation, a 'Municipal Advisor' as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the "Municipal Advisor Rules"), agent or a fiduciary of the Lessee, (iii)the Bank is relying on the Bank exemption in the Municipal Advisor Rules, (iv) the Bank has not provided any advice or assumed any advisory or fiduciary responsibility in favor of the Lessee with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Bank,or any affiliate of the Bank, has provided other services or advised,or is currently providing other services or advising the Lessee on other matters), (v) the Bank has financial and other interests that differ from those of the Lessee,and(vi)the Lessee has consulted with its own financial,legal, accounting, tax. and other advisors, as applicable, to the extent it deemed appropriate. Proposal Expiration: This proposal will expire if acceptance does not occur by September 29, 2023 (unless extended in writing by Lessor. Please feel free to contact me at(925)212-1065 if you have any questions or would like to discuss this proposal in greater detail. Thank you for allowing us to be of service! Sincerely, Rd=417. Z6w Rebecca A. Lowe Executive Director City of Pleasanton Date: By: Title: Financing Term: 5yr Tyr 10yr Payments: Option A: Option B: 560 Mission St. Floor 20 San Francisco, CA 94105 Office/Cell.(925)212-1065 1 rebecca.a.lowe@jpmorgan.com JPMorgan Chase Bank, N.A.