BANA_-_Sacramento_Confirm_(61988251)_2030_Term_POB.pdf

2030 New Term Swap To: County of Sacramento

700 H Street, Room 3650 Sacramento, CA 95814-1280

U.S.A

Attn: Director of Finance Telephone: (+1) 916-874-7450 Fax: (+1) 916-874-6454

From: Bank of America, N.A.

International Trade Center 200 No. College Street Charlotte, NC 28255 U.S.A.

Department: Swaps Operations Telephone: (+1) 312 234 2732 Fax: (+1) 866 255 1444

Date: June 1, 2023

ID: 61988251

Internal Tracking No. 61988251

Dear Sir/Madam, The purpose of this letter agreement is to confirm the terms and conditions of the transaction (the "Transaction") entered into between County of Sacramento and Bank of America, N.A. (each a ''party'' and together ''the parties'') on the Trade Date specified below. This letter agreement constitutes a ''Confirmation'' as referred to in the ISDA Master Agreement specified below (the ''Agreement'').

The definitions and provisions contained in the 2006 ISDA Definitions, (including, without limiting the foregoing, as supplemented by Supplement 70 (IBOR Fallbacks Supplement, effective January 25, 2021)) as published by the International Swaps and Derivatives Association, Inc. (the “Definitions”) are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of July 21, 2004, as amended by the Amendment to ISDA Master Agreement, dated as of September 4, 2012, between the parties novated pursuant to the Novation Agreement dated June 1, 2023 between County of Sacramento as the Remaining Party, Merrill Lynch Capital Services, Inc. as the Transferor and Bank of America, N.A. as the Transferee. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

In this Confirmation ''Party A'' means Bank of America, N.A. and ''Party B'' means County of Sacramento.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Notional Amount: As per Schedule A attached hereto.

Trade Date: June 1, 2023

Effective Date: June 2. 2023

Termination Date: July 10, 2030

Fixed Amounts:

Fixed Rate Payer: Party B

Fixed Rate Payer Payment Dates: Monthly, on the tenth (10th) calendar day of each calendar month, commencing on July 10, 2023, provided, however, that the last Payment Date shall be July 15, 2030, subject to adjustment in accordance with the Following Business Day Convention.

Fixed Rate Payer Period End Dates: Monthly, on the first (1st) calendar day of each calendar month, commencing on July 1, 2023 and ending on the Termination Date, no adjustment.

Fixed Rate: 4.122%

Fixed Rate Day Count Fraction: 30/360

Floating Amounts:

Floating Rate Payer: Party A

Floating Rate Payer Payment Dates: Monthly, on the tenth (10th) calendar day of each calendar month, commencing on July 10, 2023, provided, however, that the last Payment Date shall be July 15, 2030, subject to adjustment in accordance with the Following Business Day Convention.

Floating Rate Payer Period End Dates: Monthly, on the first (1st) calendar day of each calendar month, commencing on July 1, 2023 and ending on the Termination Date, no adjustment.

Floating Rate: 100 per cent of the Floating Rate Option

Floating Rate Option: USD-SOFR + 0.56448%

Designated Maturity: Daily

Floating Rate Day Count Fraction: Actual/360

Reset Dates: Daily

Floating Rate Lookback: No Lookback

Method of Averaging: Weighted Average

Compounding: Inapplicable

Business Days: New York

Calculation Agent: As set forth in the Agreement

Other Provisions:

Optional Early Termination:

Party B may, on any Local Business Day (the “Optional Termination Date”), terminate and cash settle this Transaction, in whole or in part, by providing at least five (5) Local Business Days’ prior written notice to Party A, provided however, that Party B first or concurrently provides evidence reasonably satisfactory to Party A that Party B has sufficient funds available to pay any amount payable by it to Party A in connection with such optional termination. The amount due with respect to any such termination shall be determined by Party A in accordance with Section 6 of the Master Agreement, as if (i) the Optional Termination Date is the Early Termination Date, (ii) Party B is the sole Affected Party (for all purposes other than the election to terminate), (iii) this Transaction is the sole Affected Transaction, and (iv) Market Quotation and Second Method are selected for purposes of Payments on Early Termination.

Notwithstanding anything herein to the contrary, the parties will be obligated to pay any accrued amounts that would otherwise be due on the Optional Termination Date.

3. Recording of Conversations:

Each party to this Transaction acknowledges and agrees to the tape recording of conversations between the parties in this Transaction whether by one or other or both of the parties or their agents, and that any such recordings may be submitted in evidence in any Proceedings relating to the Agreement and/or this Transaction.

4. Account Details:

As advised under separate cover with reference to this Confirmation, each party shall provide appropriate payment instructions to the other party in writing and such instructions shall be deemed to be incorporated into this Confirmation.

5. Offices:

The Office of Party A for this Transaction is: Charlotte - NC, United States Please send reset notices to fax no. (+1) 866 218 8487

The Office of Party B for this Transaction is: Sacramento, California, United States

6. Non-Reliance:

Each party represents to the other party that it is acting for its own account and has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based on its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction, it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Transaction.

7. Additional Agreement of Party B:

In connection with this Transaction, Party B agrees that (i) Party A is acting and has acted solely as a principal, in Party A’s own best interests, and not as an agent, advisor or fiduciary of Party B, (ii) Party A has not assumed a fiduciary responsibility in favor of Party B with respect to this Transaction and (iii) nothing in this Transaction or in any prior relationship between Party A and Party B will be deemed to create an advisory, fiduciary or agency relationship between Party A and Party B in respect of this Transaction (whether or not Party A, or any affiliate of Party A, has provided or is currently providing other services to Party B on related or other matters). In addition, Party B acknowledges that it has (i) determined, without reliance upon Party A or any of its affiliates, the financial and economic risks and merits, as well as the legal, tax and accounting characterizations and consequences, of this Transaction and it is capable of assuming such risks, (ii) consulted with its own legal, tax, accounting and financial advisors to determine whether this Transaction is in its best interest and made an independent analysis and decision to enter into this Transaction based on such advice and (iii) retained Evercrest Advisors as its swap advisor and has relied on Evercrest Advisors to provide advice to it with respect to this Transaction.

8. Agreement to Deliver Documents:

On or prior to Effective Date, Party A shall receive the following documents, in each case satisfactory in form and substance to Party A and its counsel:

(i) A copy of the resolution or resolutions (or the equivalent thereof) pursuant to which Party B is authorized to enter into this Transaction;

(ii) Certificate of authority and specimen signatures of individuals executing this Confirmation; and

(iii) an opinion of counsel to Party B, dated as of the date hereof, to the effect that this Transaction has been duly and validly authorized, executed and delivered by Party B, and assuming due authorization, execution and delivery thereof by Party A, this Transaction constitutes a valid and legally binding obligation of Party B, enforceable in accordance with its terms, except to the extent that the enforceability and the binding effect (but not the validity) thereof may be limited by (A) bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally, from time to time in effect and (B) to general principles of equity.

On or prior to Effective Date, Party B shall receive the following documents, in each case satisfactory in form and substance to Party B and its counsel:

(i) Certificate of authority and specimen signatures of individuals executing this Confirmation; and

(ii) an opinion of counsel to Party A, dated as of the date hereof, to the effect that this Transaction has been duly and validly authorized, executed and delivered by Party A, and assuming due authorization, execution and delivery thereof by Party B, this Transaction constitutes a valid and legally binding obligation of Party A, enforceable in accordance with its terms, except to the extent that the enforceability and the binding effect (but not the validity) thereof may be limited by (A) bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally, from time to time in effect and (B) to general principles of equity.

SCHEDULE A

to Confirmation, dated June 1, 2023, between Bank of America, N.A.

and County of Sacramento

Calculation Period scheduled to commence on:

Calculation Period scheduled to end on:

Notional Amount

Amortization

6/2/2023 7/10/2023 13,790,000 405,000 7/10/2023 7/10/2024 13,385,000 680,000 7/10/2024 7/10/2025 12,705,000 705,000 7/10/2025 7/10/2026 12,000,000 1,650,000 7/10/2026 7/10/2027 10,350,000 1,955,000 7/10/2027 7/10/2028 8,395,000 2,370,000 7/10/2028 7/10/2029 6,025,000 2,805,000 7/10/2029 7/10/2030 3,220,000 3,220,000