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Amendment No. 1 <br />City of Everett – U.S. Bank National Association <br />Page | 1 <br />AMENDMENT NO. 1 <br />TO THE <br />ATM AGREEMENT <br />This Amendment No. 1 (“Amendment No. 1”) is entered into as of December 1, 2008 (“Amendment No. 1 Effective <br />Date”), by and between, City of Everett, (“City”), and U.S. Bank National Association (“Bank”), to amend the ATM <br />Agreement, effective December 1, 2005 between City and Bank (“Agreement”). City and Bank shall be referred to individually <br />as, “Party” or collectively as, “Parties.” <br />Recitals <br />Whereas, the Agreement provides that it may be amended from time to time by a written instrument signed by the Parties; and <br />Whereas, the Parties wish to amend the Agreement as hereinafter set forth herein. <br />Agreement <br />Now, therefore, in consideration of the promises, the mutual covenants set forth in this Amendment No. 1 and other good and <br />valuable consideration, the sufficiency and adequacy of which is acknowledged, the Parties agree to amend the Agreement as <br />follows: <br />1. Capitalized terms used in this Amendment No. 1 and not otherwise defined in this Amendment No. 1 are used with the same <br />respective meanings attributed thereto in the Agreement. <br />2. Section 2.A. of the Agreement is deleted in its entirety and replaced with the following: <br />2. Term. <br />A. The term of this Agreement shall commence on December 1, 2005, and shall remain in effect for a term of three <br />(3) years (the “Initial Term”). This Agreement shall thereafter automatically renew for additional consecutive one <br />(1) year renewal terms unless either party gives the other party written notice of termination at least sixty (60) <br />days prior to the end of the then current term (individually a “Renewal Term” and collectively, the “Renewal <br />Terms”). The Initial Term and Renewal Terms may hereinafter be referred to as the “Term.” <br />3. In the event of a conflict between this Amendment No. 1 and the Agreement, this Amendment No. 1 controls. <br />4. Except to the extent that the Agreement is expressly modified by this Amendment No. 1 all terms and conditions of the <br />Agreement remain in full force and effect. <br />5. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be deemed to be an original and all of <br />which, when taken together, shall constitute one and the same amendment. Electronic copies of signed signature pages shall be <br />deemed binding originals. <br />In witness whereof, the Parties hereto have, by their duly authorized representatives, executed this Amendment No. 1. <br />Dated this ______ day of _______________, 2023 Dated this ______ day of _________________, 2023 <br />By City: <br />City of Everett <br />By U.S. Bank: <br />U.S. Bank National Association <br />(U.S. Company Name) (U.S. Company Name) <br />(Signature of Authorized Signer) (Signature of Authorized Signer) <br />(Printed Name of Authorized Signer) (Printed Name of Authorized Signer) <br />Senior Vice President <br />(Printed Title of Authorized Signer) (Printed Title of Authorized Signer)