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HomeMy WebLinkAboutRes 21-13 Authorizing a Depository Agreement with US Bank for Developer ReimbursementTOWN OF WESTLAKE RESOLUTION NO. 21-13 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE TOWN MANAGER TO EXECUTE A DEPOSITORY AGREEMENT WITH U.S. BANK, N.A., FOR A DEVELOPER REIMBURSEMENT AGREEMENT — PART B RELATED TO THE ENTRADA PARKING GARAGE. WHEREAS, the Public Improvement District Assessment Act, Texas Local Government Code, Chapter 372, as amended (the "Act"), authorizes the 'Town Council (the "Council") of the Town of Westlake, Texas (the "Town"), to create a public improvement district within the Town; and WHEREAS, on February 24, 2014, the Council conducted a public hearing to consider a petition received by the Town on October 18, 2013 titled "Petition for the Creation of a Public Improvement District Within the Town of Westlake, Texas, for the Solaria Public Improvement District" requesting the creation of a public improvement district; and WHEREAS, on February 24, 2014, the Council approved Resolution No. 14-07 (the "Authorization Resolution"), authorizing, establishing and creating the Solana Public Improvement District (the "District"); and WHEREAS, the Town Council finds that the proposed Depository Agreement with 'U.S'. Bank, N.A., satisfies requirements for reimbursement to the developer to the construction ofbe parking garage within Entrada; and WHEREAS, the Town Council finds that the proposed Depository Agreement with 1.,S. Bank, N.A., is in the best interest of the public. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE Tf: NVN OF WESTLAKE, TEXAS: SECTION 1: All matters stated in the Recitals above are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: 'The Town Council of the Town of Westlake hereby approves the Depository Agreement with U.S. Bank, N.A., for a Developer Reimbursement Agreement — Part B related to the Entrada Parking Garage, attached as Exhibit "A", and further authorir es the 'Town Manager to execute the agreement on behalf of the Town of Westlake, Texas. SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 21-13 Page I of 2 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 26"' DAY OF APRIL 2021, ATTEST: Tod Wood, Town Secretary APPROVED AS TO FORM: I.. Stanton Lowry, Town Attorney Laurel Wheat, Mayor dma,2& 4A� _ Amanda DeGan, Town Manager TEX P5 Rosolution 21 -is Page 2 of 2 EXHIBIT A TOWN OF WESTLAKE, SOLANA PUBLIC IMPROVEMENT DISTRICT — REIMBURSEMENT AGREEMENT — PART B DEPOSIT AGREEMENT THIS DEPOSIT AGREEMENT, dated as of ("Agreement"), is by and between the Town of Westlake, Texas ("Depositor") and U.S. Bank National Association, a national banking association, as depositary agent ("Agent"). BACKGROUND WHEREAS, Depositor desires to deposit funds with Agent from time to time in connection with the creation and implementation of the Town of Westlake, Texas Solana Public Improvement District created pursuant to Texas Local Government Code Chapter 372; and WHEREAS, Agent has agreed to accept, hold, and disburse the funds deposited with it and the earnings thereon in accordance with the terms of this Agreement. STATEMENT OF AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows: Definitions. The following terms shall have the following meanings when used herein: "Depositor Representative" shall mean the person(s) so designated on Schedule B hereto or any other person designated in a writing signed by Depositor and delivered to Agent in accordance with the notice provisions of this Agreement, to act as its representative under this Agreement. "Funds" shall mean the funds deposited with Agent pursuant to Section 3 of this Agreement, together with any interest and other income thereon. "Written Direction" shall mean a written direction executed by a Depositor Representative and directing Agent to disburse all or a portion of the Funds or to take or refrain from taking an action pursuant to this Agreement. 2. Appointment of and Acceptance byAgent. Depositor hereby appoints Agent to serve hereunder. Agent hereby accepts such appointment and agrees to hold and disburse the Funds in accordance with this Agreement. DM48028084 3. Deposit of Funds. Depositor will transfer the Funds from time to time, by wire transfer of immediately available funds, to the depositary account identified in Schedule A hereto (the "Deposit Account"). Depositor may transfer additional Funds to the Deposit Account from time to time upon Agent's prior written approval. 4. Disbursements of Funds. Agent shall disburse Funds at any time and from time to time, upon receipt of, and in accordance with, Depositor's Written Direction. Such Written Direction shall contain wiring instructions or an address to which a check shall be sent. All disbursements of funds from the Funds shall be subject to the fees and claims of Agent and the Indemnified Parties (as defined below) pursuant to Section 9 and Section 10 below. 5. Suspension of Performance; Disbursement Into Court. If, at any time, Agent is unable to determine, to Agent's sole satisfaction, the proper disposition of all or any portion of the Funds or Agent's proper actions with respect to its obligations hereunder, then Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Agent, b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in Tarrant County, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all Funds, after deduction and payment to Agent of all fees and expenses (including court costs and reasonable attorneys' fees) payable to, incurred by, Agent in connection with the performance of its duties and the exercise of its rights hereunder. Agent shall have no liability to Depositor or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Funds or any delay in or with respect to any other action required or requested of Agent. 6. Investments. Based upon Depositor's prior review of investment alternatives, in the absence of further specific written direction to the contrary at any time that an investment decision must be made, Agent is directed to invest and reinvest the Funds in the investment identified in Schedule C. Agent will not provide supervision, recommendations or advice relating to either the investment of Funds or the purchase or disposition of any investment and the Agent shall not have any liability for any loss in an investment made pursuant to the terms of this Agreement. Agent has no responsibility whatsoever to determine the market or other value of any investment and makes no representation or warranty as to the accuracy of any such valuations. To the extent applicable regulations grant rights to receive brokerage confirmations for certain security transactions, Depositor waives receipt of such confirmations. Receipt of Funds and investment and -2- DM48028084 reinvestment of Funds shall be confirmed by Agent by an account statement. Failure to inform Agent in writing of any error or omission in any such account statement within 90 days after receipt shall conclusively be deemed confirmation and approval by Depositor of such account statement. All Funds held by the Agent shall be collateralized pursuant to Chapter 2257, Texas Government Code, as amended. 7. Resignation or Removal of Agent. Agent may resign and be discharged from the performance of its duties hereunder at any time by giving thirty (30) days' prior written notice to the Depositor specifying a date when such resignation shall take effect and after such specified date, notwithstanding any other provision of this Agreement, Agent's sole obligation will be to hold the Funds pending appointment of a successor Agent. Similarly, Agent may be removed at any time by Depositor giving at least thirty (30) days' prior written notice to Agent specifying the date when such removal shall take effect. Upon the effective date of any such resignation or removal, Agent shall return the Funds to or at the direction of the Depositor after deduction and payment to Agent of all fees and expenses (including court costs and reasonable attorneys' fees) payable to, incurred by in connection with the performance of its duties and the exercise of its rights hereunder. After Agent's resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was acting under this Agreement. 8. Liability of Agent. Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Agent has no fiduciary or discretionary duties of any kind. Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines, which determination is not subject to appeal, that Agent's negligence or willful misconduct was the primary cause of any loss to the Depositor. Agent's sole responsibility shall be for the safekeeping of the Funds in accordance with Agent's customary practices and disbursement of the Funds in accordance with the terms of this Agreement. Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein or communicated in writing by the Deposit Representative. Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Agent believes to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Funds, any account in which Funds are deposited, or this Agreement, or to appear in, prosecute or defend any such legal action or proceeding or to take any other action that in Agent's sole judgment may expose it to potential expense or liability. Agent shall not be responsible or liable in any manner for the performance by any party of their respective obligations under any other agreement. Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the -3- DM-#8028084 provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto. Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Funds, without determination by Agent of such court's jurisdiction in the matter. If any portion of the Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. 9. Indemnification of Agent. From and at all times after the date of this Agreement, Depositor shall, to the extent permitted by law, defend, indemnify and hold harmless Agent and each director, officer, employee and affiliate of Agent (each, an "Indemnified Party") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys' fees, costs and expenses) incurred by or asserted against any Indemnified Party from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Depositor, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, which determination is not subject to appeal, to have resulted solely from the negligence or willful misconduct of such Indemnified Party. Depositor further agrees to indemnify each Indemnified Party for all costs, including reasonable attorneys' fees, incurred by such Indemnified Party in connection with the enforcement of Depositor's indemnification obligations hereunder, provided that any services provided by the Agent after termination of this Agreement will be pursuant to written agreement between the Depositor and the Agent. The obligations of Depositor this Section 9 shall survive any termination of this Agreement and the resignation or removal of Agent only with respect to actions taken prior to termination of this Agreement or resignation or removal of the Agent. -4- DM48028084 10. Compensation to Agent. a. Fees and Expenses. Solely from funds deposited pursuant to this Agreement, the Depositor shall compensate Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Agent for all of its reasonable out-of-pocket expenses, disbursements, and advances, including without limitation the reasonable fees, expenses, and disbursements of its agents and attorneys incurred or made by the Agent in connection with entering into and performing under this Agreement. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable by Depositor upon invoicing to the Town by Agent. The obligations of Depositor under this Section 10 shall survive any termination of this Agreement and the resignation or removal of Agent, provided that payments are to be made solely from Funds deposited pursuant to this Agreement, and solely for services rendered under this Agreement and any fees incurred by the Agent after termination of this Agreement shall not exceed a maximum of two -hundred thousand dollars ($200,000.00). b. Disbursements from Funds to PayAgent. Agent is authorized to, and may, disburse to itself from the Funds, from time to time, the amount of any compensation and reimbursement due and payable hereunder after submission of an invoice to be paid and with written direction from the Depositor (including any amount to which Agent is entitled to seek indemnification pursuant to Section 9 hereof). 11. Representations and Warranties. Depositor makes the following representations and warranties to Agent: (i) It is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (ii) This Agreement has been duly approved by all necessary action, has been executed by its duly authorized officers, and constitutes its valid and binding agreement enforceable in accordance with its terms except as may be limited by laws heretofore or hereafter enacted relating to bankruptcy insolvency, reorganization, moratorium, sovereign immunity of political subdivisions or other similar laws affecting the rights of creditors of political subdivisions and the exercise of judicial discretion in appropriate cases. (iii) The execution, delivery, and performance of this Agreement will not violate, conflict with, or cause a default under its articles of incorporation, articles of organization, bylaws, management agreement or other organizational document, as applicable, any applicable law or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture. -5- DM-98028084 (iv) The applicable persons designated on Schedule B hereto have been duly appointed to act as its representatives hereunder and have full power and authority to execute and deliver any Written Direction. Any amendment, modification or waiver of any provision of this Agreement will require action by the Town Council. (v) No party other than the parties hereto has, or shall have, any lien, claim or security interest in the Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Funds or any part thereof. (vi) All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any disbursement of the Funds. 12. Patriot Act/Identifying Information. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non - individual person such as a business entity, a charity, a trust, or other legal entity, Agent requires documentation to verify its formation and existence as a legal entity. Agent may ask to see financial statements, licenses, or identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. The Depositor acknowledges that a portion of the identifying information set forth herein is being requested by Agent in connection with the USA Patriot Act, Pub.L.107-56 (the "Act"), and agrees to provide any additional information requested by Agent in connection with the Act or any other legislation or regulation to which Agent is subject, in a timely manner. The Depositor represents that all identifying information set forth on Schedule A or otherwise provided to Agent, including without limitation, its Taxpayer Identification Number assigned by the Internal Revenue Service or any other taxing authority, is true and complete on the date hereof and will be true and complete at the time of any disbursement of the Funds. 13. Consent to Jurisdiction and Venue. In the event that any party hereto commences a lawsuit or other proceeding relating to or arising from this Agreement, the parties hereto agree that Courts having jurisdiction and venue in Tarrant County, Texas shall have jurisdiction over any such proceeding. If such court lacks federal subject matter jurisdiction, the parties agree that Courts having jurisdiction and venue in Tarrant County, Texas shall have jurisdiction. Any of these courts shall be proper venue for any such lawsuit or judicial proceeding and the parties hereto waive any objection to such venue. The parties hereto consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction over them in any of these courts. 14. Notice. All notices, approvals, consents, requests, and other communications hereunder shall be in writing (provided that each such communication to Agent must be manually signed by the Sender) and shall be deemed to have been given when the writing is delivered if given or delivered by hand, overnight delivery service or facsimile transmitter (with confirmed receipt) to -6- DM-#8028084 the address or facsimile number set forth on Schedule A hereto, or to such other address as each party may designate for itself by like notice, and shall be deemed to have been given on the date deposited in the mail, if mailed, by first-class, registered or certified mail, postage prepaid, addressed as set forth on Schedule A hereto, or to such other address as each party may designate for itself by like notice. 15. Amendment, Waiver and Assignment. This Agreement may be changed, waived, discharged or terminated only by a writing signed by the parties hereto. No delay or omission by any party in exercising any right with respect hereto shall operate as a waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. Except as provided in Section 19, this Agreement may not be assigned by any party without the written consent of the other party. 16. Severability. To the extent any provision of this Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 17. Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Texas without giving effect to the conflict of laws principles thereof. 18. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the holding, investment and disbursement of the Funds and sets forth in their entirety the obligations and duties of Agent with respect to the Funds. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the signatory parties hereto and the Indemnified Parties any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 19. Binding Effect; Successors. All of the terms of this Agreement, as amended from time to time, shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of Depositor and Agent. If Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business (including the account contemplated by this Agreement) to another entity, the successor or transferee entity without any further act shall be the successor Agent. 20. Execution in Counterparts. This Agreement may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement or direction. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes. -7- DM48028084 21. Termination. Upon the disbursement of all amounts in the Funds pursuant to Written Directions or pursuant to Section 5, Section 7 or Section 8 hereof, this Agreement shall terminate, Agent shall be released from its obligations hereunder and Agent shall have no further liability with respect to the Fund, this Agreement, or any action or refusal to take action hereunder. 22. Dealings. Agent and any stockholder, director, officer or employee of Agent may buy, sell, and deal in any of the securities of the Depositor and become financially interested in any transaction in which Depositor may be interested, and contract and lend money to the Depositor and otherwise act as fully and freely as though it were not acting as the depositary Agent under this Agreement. Nothing herein shall preclude Agent from acting in any other capacity for the Depositor or for any other person or entity. 23. Optional Security Procedures. In the event funds transfer instructions, address changes or change in contact information are given (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, Agent is authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule B hereto, and Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call- backs may be changed only in writing actually received and acknowledged by Agent and shall be effective only after Agent has a reasonable opportunity to act on such changes. Depositor agrees that Agent may at its option record any telephone calls made pursuant to this Section. Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Depositor to identify (a) the beneficiary, (b) the beneficiary's Agent, or (c) an intermediary Agent. Agent may apply any of the Funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to an Agent other than the beneficiary's Agent or an intermediary Agent designated. Depositor acknowledges that these optional security procedures are commercially reasonable. 25. Tax Reporting. Depositor agrees to assume all obligations imposed now or hereafter by any applicable tax law or regulation with respect to payments or performance under this Agreement. Upon Agent's request, Depositor shall provide Agent with a Form W-9 or Form W-8, as applicable, for each payee, together with any other documentation and information requested by Agent in connection with Agent's reporting obligations under the United States Internal Revenue Code and related regulations (the "Code"). If such tax documentation is not so provided, Agent is authorized to withhold taxes as required by the Code. Depositor shall accurately provide Agent with all information requested by Agent in connection with Agent's reporting obligations under the Code. Except as otherwise agreed by Agent in writing, Agent has no tax reporting or withholding obligation except with respect to Form 1099-B reporting on payments of gross proceeds under Code Section 6045 and Form 1099 and Form 1042-S reporting with respect to investment income, if any. -8- DM48028084 26. Anti -Boycott Verification. The Agent hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent this Agreement is construed to be a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to comply with Section 2271.002, Texas Government Code, but only to the extent such section is applicable, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, `boycott Israel' means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. The Agent understands `affiliate' to mean an entity that controls, is controlled by, or is under common control with the Agent and exists to make a profit. 27. Iran, Sudan and Foreign Terrorist Organizations The Agent represents that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https:Hcomptroller.texas.gov/purchasing/does/iran-list.pdf, or https:Hcomptroller.texas.gov/purchasing/does/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the Agent and each of its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Agent understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Agent and exists to make a profit. 28. Ethics Disclosure. Agent represents that it has completed a Texas Ethics Commission ("TEC") form 1295 ("Form 1295") generated by the TEC's electronic filing application in accordance with the provisions of Texas Government Code 2252.908 and the rules promulgated by the TEC. The Parties agree that, with the exception of the information identifying the Town and the contract identification number, the Town is not responsible for the information contained in the Form 1295. The information contained in the Form 1295 has been provided solely by the Agent and the Town has not verified such information. 29. Electronic Transmission; Electronic Signatures. Agent shall not have any duty to confirm that the person sending any written notice or instruction (a "Notice") by electronic transmission (including by e-mail, facsimile transmission, web portal or other electronic methods) is, in fact, a person authorized to do so, as long as such signature on the electronic written -9- DM48028084 communication is one on file with the Agent as authorized by the Depositor. Electronic signatures believed by Agent to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to Agent) shall be deemed original signatures for all purposes. Each other party assumes all risks arising out of the use of electronic signatures and electronic methods to send Notices to Agent, including without limitation the risk of Agent acting on an unauthorized Notice, and the risk of interception or misuse by third parties. Notwithstanding the foregoing, Agent may in any instance and in its sole discretion require that an original document bearing a manual signature be delivered to Agent in lieu of, or in addition to, any such electronic Notice. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. DEPOSITOR By: Title: U.S. BANK NATIONAL ASSOCIATION By: Title: -10- DM-#8028084 SCHEDULE A Initial Deposit and identification of Deposit Account. Initial Deposit: $ U.S. Bank National Association [ABA# ATTN: Re: [Account Name, #]] 2. Agent Fees. Acceptance Fee: Annual Fee: Out -of -Pocket Expenses Other Fees/Attorney, etc.: at cost at cost The Acceptance Fee and the Annual Fee are payable upon execution of the agreement. In the event the account is not funded, the Acceptance Fee and all related expenses, remain due and payable, and if paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro -rated in the year of termination. The fees quoted in this schedule apply to services ordinarily rendered in the administration of an account and are subject to reasonable adjustment based on final review of documents, or when Agent is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, , will be billed as extraordinary expenses. Any adjustments to this fee schedule must be submitted to the Town and approved by the Town before such fees are effective. Unless otherwise indicated, the above fees relate to the establishment of one account. Additional sub -accounts governed by the same Agreement may incur an additional charge. Transaction costs include charges for wire transfers, checks, internal transfers and securities transactions. 3. Taxpayer Identification Numbers. Depositor: A-1 DM48028084 5. Notice Addresses. If to Depositor, at: ATTN: Facsimile: Telephone: E-mail: Principal Place of Business, if different If to Agent, at: U.S. Bank National Association, as Agent ATTN: Facsimile: Telephone: E-mail: DM48028084 SCHEDULE B Each of the following person(s) is a Depositor representative and each is authorized to execute documents and direct Agent as to all matters, including fund transfers, address changes and contact information changes, on Depositor's behalf: Name Name Name Specimen signature Specimen signature Specimen signature Telephone No. Telephone No Telephone No (Note: if only one person is identified above, please complete the following) The following person not listed above is authorized for call-back confirmations: f 1 Name Telephone Number DM48028084 SCHEDULE C Based upon client's prior review of investment alternatives, in the absence of further specific written direction to the contrary, U.S. Bank National Association ("USBNA") or U.S. Bank Trust National Association ("USBTNA") is hereby directed to invest and reinvest proceeds and other available moneys in the following fund as permitted by the operative documents: First American Government Obligations Fund Class Y Shares PLEASE REFER TO THE PROSPECTUS OF FIRST AMERICAN FUNDS, INC. WHICH YOU HEREBY ACKNOWLEDGE HAS PREVIOUSLY BEEN PROVIDED. NOTE THAT THE ABOVE FUNDS' INVESTMENT ADVISOR, CUSTODIAN, DISTRIBUTOR AND OTHER SERVICE PROVIDERS AS DISCLOSED IN THE FUNDS PROSPECTUS ARE U.S. BANK NATIONAL ASSOCIATION AND AFFILIATES THEREOF. U.S. BANK DOES NOT HAVE A DUTY NOR WILL IT UNDERTAKE ANY DUTY TO PROVIDE INVESTMENT ADVICE TO YOU. U.S. BANK, WHEN ACTING AS AN INDENTURE TRUSTEE OR IN A SIMILAR CAPACITY, IS NOT REQUIRED TO REGISTER AS A MUNICIPAL ADVISOR WITH THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF COMPLYING WITH THE DODD-FRANK WALL STREET REFORM & CONSUMER PROTECTION ACT. INVESTMENT ADVICE, IF NEEDED, SHOULD BE OBTAINED FROM YOUR FINANCIAL ADVISOR. FOR INFORMATION ABOUT OTHER AVAILABLE SWEEP OPTIONS, CONTACT YOUR ACCOUNT MANAGER. U.S. Bank National Association (or U.S. Bank Trust National Association) will not vote proxies for the First American Funds. Proxies will be mailed to you for voting. SHAREHOLDER COMMUNICATIONS ACT AUTHORIZATION The Shareholder Communications Act of 1985 and its regulation require that banks and trust companies make an effort to facilitate communication between registrants of U.S. securities and the parties who have the authority to vote or direct the voting of those securities regarding proxy dissemination and other corporate communications. Unless you indicate your objection below, we will provide the obligatory information to the registrant upon request. Your objection will apply to all securities held for you in the account now and in the future unless you notify us in writing. I object to US Bank providing my name, address, and securities positions to requesting issuers. (Initial, check, or place an X on the [blank] to indicate your objection) Acknowledgments. Client Acknowledges that: 1.1. Shares of Mutual Funds are not deposits or obligations of, or guaranteed by, any bank, including any bank affiliated with U.S. Bancorp. Nor does the Federal Deposit Insurance Corporations, the Federal Reserve Board, or any other government agency insure such products. An investment in such products involves investment risks, including the possible loss of principal, due to fluctuations in each product's net asset value. 1.2. Same -day Settlement. If USBNA (or USBTNA) receives a direction to purchase or redeem Sweep Vehicle shares by the fund's established U.S. Bank cut-off time (the "Internal Trading Cut-off'), then such entity will settle the purchase or redemption on the same business day, subject to the Sweep Vehicle's cut-off and policy for determining when a purchase or redemption order is considered to be received. Meeting the Internal Trading Cut- off does not guarantee same -business -day settlement. 1.3. Advance of Funds. If USBNA (or USBTNA) receives a direction to redeem Sweep Vehicle shares (the "Redemption Direction") and to disburse or invest the proceeds thereof before the redeemed shares settle (the "Proceeds Direction"), then they have the power to (i) determine the dollar amount of anticipated proceeds based on the net asset value ("NAV") most recently determined (ii) advance funds in that dollar amount in furtherance of settling the redemption and, as applicable, the purchase; (iii) determine the number of shares redeemed based on the NAV at settlement; and (iv) as part of USBNA's (or USBTNA's)-compensation for servicing the Account, retain the DM-#8028084 yield paid on Sweep Vehicle shares that were treated as redeemed. USBNA (or USBTNA) reserves the right not to advance funds, including where the Sweep Vehicle has a floating NAV and the dollar amount of the Proceeds Direction is at least 99% of the dollar value of all Sweep Vehicle shares in the Account based on the NAV most recently determined. 1.4. Fund -level Fees. USBNA (or USBTNA), U.S. Bancorp Asset Management, Inc. ("USBAM"), U.S. Bancorp Fund Services, LLC, ("USBFS") and Quasar Distributors, LLC ("Quasar") are affiliates of U.S. Bancorp (collectively with U.S. Bancorp, "U.S. Bank"). USBAM is the investment advisor to the Mutual Funds in the First American Funds, Inc. family (the "First American Funds"). U.S. Bank may enter into agreements with First American Funds, other Mutual Funds, or any Mutual Funds' service providers (including investment advisers, administrators, transfer agents, or distributors) whereby U.S. Bank provides services to Mutual Funds, including, as applicable, services provided by USBAM (investment advisory, shareholder services), by USBNA (or USBTNA) (custody, securities -lending, shareholder services, National Securities Clearing Corporation (NSCC) networking), by USBFS (accounting, administration, transfer agency, sub -transfer agency), and by Quasar (distribution, principal underwriting) and receives fees for these services. The fees received by Quasar may include distribution and service fees paid under a plan of distribution adopted pursuant to Rule 12b-I under the Investment Company Act of 1940. The fees may be received from the Mutual Fund or its investment advisor, administrator, transfer agent, distributor, or other agent; are based on investment in a Mutual Fund, may vary by Mutual Fund and by class of shares issued by the Mutual Fund, are charged against the Mutual Fund's assets, and reduce the Mutual Fund's average daily balance and investment yields. From time to time, a Mutual Fund's service provider may voluntarily waive a portion of the fees it is entitled to receive for serving the Mutual Fund. If a waiver is in effect, then the Client's approval of the fees described herein includes approval up to the Sweep Vehicle's total annual operating expenses before waivers; if the service provider terminates the waiver as provided in the Sweep Vehicle's prospectus, the approval persists. 1.5. Directed Account. USBNA (or USBTNA) (i) has no discretion to invest Account assets (such as discretion to select the Sweep Vehicle; determine whether, or what amount of, Account assets will be used to purchase a position in the Sweep Vehicle; or redeem Sweep Vehicle shares) and (ii) does not render investment advice with respect to Account assets. Nor will USBNA's (or USBTNA's) power to advance funds in furtherance of settlement, whether exercised or not, be deemed to be such discretion or advice. 1.6. Revocation. The Client acknowledges that as part of its account administration fee package, it has directed investment in a money market fund that has several share classes. If client chooses to direct investment in a different class of the fund (or any other sweep investment), client agrees to renegotiate its account administration fee package in good faith. 2. Representations and Warranties. Represents and warrants that (i) the Client is independent of U.S. Bank; has discretionary authority to select the investments and approve the fees described herein for the Account; received, read, and understood the Sweep Vehicle's prospectus and fund fact -sheet, including the sections thereof describing fees, gates, expenses, cut-offs, and compensation, before Account assets were first invested in the Sweep Vehicle; and understands and approves the services and fees described herein; (ii) if the Account assets are subject to the Employee Retirement Income Security Act of 1974, as amended, ("ERISA"), then the Client is a trustee under ERISA §403(a) with respect to the assets, a "named fiduciary" with respect to the plan within the meaning of ERISA §402(a), or an "investment manager" within the meaning of ERISA §3(38) with respect to the assets that has been delegated the authority to manage, acquire, and dispose of such assets pursuant to ERISA §402(c)(3); and (iii) the foregoing designation, direction, acknowledgments, representations and warranties are made according to the Account's governing service agreement and are not contrary to applicable law. Company Name Trust Account Number — includes existing and future sub -accounts unless otherwise designated. Signature of Authorized Directing Party Title Date DM-#8028084