2017.08.08 WS Agenda C - Laserfiche WebLink

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5 | Page Notwithstanding anything herein to the contrary, any party hereto may disclose to any and all persons, without limitation of any kind the tax treatment or tax structure of this transaction. Furthermore, the parties to this transaction may disclose, as required by federal or state laws, any information as required to comply with such federal or state laws. This expression of interest is not intended to be, and should not be construed as, a commitment to enter into a direct purchase of bonds, nor should it be construed as an attempt to establish all of the terms and conditions relating to such an accommodation. It is intended only to be indicative of certain terms and conditions around which credit approval may be sought, and if approved, how the operative documents might be structured, and not to preclude negotiations within the general scope of these terms and conditions. The execution versions of agreements containing final terms and conditions, if any, would be subject to approval by Issuer and Bank. Unless this term sheet is earlier rescinded, it shall expire automatically without further action or notice by the Bank 30 days from the date thereof. Please be advised that the transaction described herein between Wells Fargo and you is a bank- purchased bond transaction (“Direct Purchase”) and a product offering of Wells Fargo Bank, N.A. (“WFBNA”) or Wells Fargo Municipal Capital Strategies, LLC, a subsidiary of WFBNA (“WFMCS”), as purchaser/investor (“Purchaser”). Wells Fargo Securities will not participate in any manner in any Direct Purchase transaction between you and Purchaser, and Wells Fargo employees involved with a Direct Purchase transaction are not acting on behalf of or as representatives of Wells Fargo Securities. Information contained in this document or provided to you regarding Direct Purchase is for discussion purposes only in anticipation of engaging in arm’s length commercial transactions with you in which Purchaser would be acting solely as a principal to purchase securities from you or a conduit issuer (in the case of a conduit transaction), and not as a municipal advisor, financial advisor or fiduciary to you or any other person or entity regardless of whether Purchaser, or an affiliate has or is currently acting as such on a separate transaction. Additionally, Purchaser has financial and other interests that differ from your interests. Any information relating to a Direct Purchase transaction is being provided to you pursuant to and in reliance on the bank exemption under the municipal advisor rules (“Muni Advisor Rules”) of the Securities and Exchange Commission (“SEC”) or the SEC’s guidance in its Registration of Municipal Advisors Frequently Asked Questions and Answers dated May 19, 2014 and the general information exclusion to advice under the Muni Advisor Rules. Purchaser will not have any duty or liability to any person or entity in connection with the information provided herein. In submitting this proposal (a) Wells Fargo is not acting as an advisor to the City (“you”) and does not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to the information and material contained in this proposal; (b) Wells Fargo is acting for its own interests; and (c) you should discuss any information and material contained in this proposal with any and all internal or external advisors and experts that you deem appropriate before acting on this information or material.