HomeMy WebLinkAbout10.a EDB Clean Depository Agreement CCUA Truist 2025 EXECUTIVE SUMMARY
AGENDA ITEM:
Request for approval for the Establishment of Investment Account with Truist Bank—Corporate Trust and
Escrow Services
Date: October 16,2025
BACKGROUND:
Management is requesting Board authorization to establish a new investment account with Truist Bank's
Corporate Trust and Escrow Services division. The account will be used to hold proceeds from the recently
executed loan until funds are disbursed for approved project spend.
The account will be opened under the Truist Collateralized Public Funds Premier Deposit Option,a secured
investment vehicle designed for public and institutional clients.This structure provides full collateralization
in compliance with applicable public fund and custodial requirements, ensuring the safety of principal
balances.
Key terms are as follows:
• Interest Rate: Currently 2.9%(variable with market conditions).
• Fees: None.
• Collateralization: Fully collateralized by eligible securities pledged by Truist Bank.
BUDGET:
There is no financial impact.
RECOMMENDATION:
Staff respectfully requests the Board of Supervisors' approval to authorize management to proceed with
account establishment and to execute all related documentation necessary to implement and maintain the
account with Truist Bank.
ATTACHMENT:
Depository Agreement with Truist Bank
//KO (Author)
//KO (Final)
DEPOSITORY AGREEMENT
THIS DEPOSITORY AGREEMENT (this "Agreement") is entered into and effective this day of October, 2025, by
and between Clay County Utility Authority, public body corporate and politic of the State of Florida (the "Depositor") and
Truist Bank, a North Carolina banking corporation, as the depository agent (the "Depository Agent").
WHEREAS,
The Depositor desires for the Depository Agent to open an account (the "Deposit Account") into which the Depositor will
deposit funds to be held, invested, and disbursed by the Depository Agent in accordance with this Agreement.
WHEREAS this Depository Agreement and the establishment of the Deposit Account are in connection with the loans by
Truist Commercial Equity, Inc. to Depositor pursuant to two separate loan agreements, each dated October 9, 2025;];
NOW, THEREFORE, in consideration of the premises herein, the parties hereto agree as follows:
I. Terms and Conditions
1.1. The Depositor hereby appoints the Depository Agent as its depository agent for the purposes set forth herein,
and the Depository Agent hereby accepts such appointment under the terms and conditions set forth herein.
1.2 The Depositor shall remit $ to the Depository Agent, using the wire instructions set forth below, to be
deposited into the Deposit Account and held by the Depository Agent and invested and disbursed as provided in this
Agreement.
Bank name: Truist Bank
Routing number: 053101121
Account name: Corporate Trust & Escrow Services
Account number: 5177521228015
Bank Address: 919 E. Main Street, Richmond, VA 23219
For Further Credit(FFC) account name: Clay County Utility 2025 Escrow
1.3. Within three Business Days of receipt of written instructions substantially in the form of the payment instruction
letter attached hereto as Exhibit B, signed by an authorized representative of the Depositor set forth on its Certificate
of Incumbency provided to the Depository Agent pursuant to Section 5.1, the Depository Agent shall disburse funds
as provided in such written instructions, but only to the extent that funds are collected and available. For purposes of
this Agreement, "Business Day" shall mean any day other than a Saturday, Sunday, or any other day on which the
Depository Agent located at the notice address set forth in Section 4.5 is authorized or required by law or executive
order to remain closed.
II. Provisions as to Depository Agent
2.1. This Agreement expressly and exclusively sets forth the duties of the Depository Agent with respect to any and
all matters pertinent hereto, which duties shall be deemed purely ministerial in nature, and no implied duties or
obligations shall be read into this Agreement against the Depository Agent. The Depository Agent shall in no event
be deemed to be a fiduciary to the Depositor or any other person or entity under this Agreement. The permissive
rights of the Depository Agent to do things enumerated in this Agreement shall not be construed as duties. In
performing its duties under this Agreement, or upon the claimed failure to perform its duties, the Depository Agent
shall not be liable for any damages, losses, or expenses other than damages, losses or expenses which have been
finally adjudicated by a court of competent jurisdiction to have directly resulted from the Depository Agent's willful
misconduct or gross negligence. In no event shall the Depository Agent be liable for incidental, indirect, special,
consequential, or punitive damages of any kind whatsoever (including but not limited to lost profits), even if the
Depository Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The
Depository Agent shall not be obligated to take any legal action or to commence any proceedings in connection with
Truist Depository Agreement 2025 1
this Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or
proceedings.
2.2. The Depositor acknowledges and agrees that the Depository Agent acts hereunder as a depository only and is
not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the
subject matter of this Agreement or any part thereof, or of any person executing or depositing such subject matter.
No provision of this Agreement shall require the Depository Agent to risk or advance its own funds or otherwise incur
any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this
Agreement.
2.3. This Agreement constitutes the entire agreement between the Depository Agent and the Depositor in
connection with the subject matter of this Agreement, and no other agreement entered into by the Depositor shall be
considered as adopted or binding, in whole or in part, upon the Depository Agent notwithstanding that any such other
agreement may be deposited with the Depository Agent or the Depository Agent may have knowledge thereof.
2.4. The Depository Agent shall in no way be responsible for nor shall it be its duty to notify the Depositor or any
other person or entity interested in this Depository Agreement of any payment required or maturity occurring under
this Depository Agreement or under the terms of any instrument deposited herewith unless such notice is explicitly
provided for in this Agreement.
2.5. The Depository Agent shall be protected in acting upon any written instruction, notice, request,waiver, consent,
certificate, receipt, authorization, power of attorney or other paper or document which the Depository Agent in good
faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-
investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this
Agreement and items amending the terms of this Agreement. The Depository Agent shall be under no duty or
obligation to inquire into or investigate the validity, accuracy, or content of any such notice, request, waiver, consent,
certificate, receipt, authorization, power of attorney or other paper or document. The Depository Agent shall have no
duty or obligation to make any formulaic calculations of any kind hereunder.
2.6. The Depository Agent may execute any of its powers and perform any of its duties hereunder directly or through
affiliates or agents. The Depository Agent shall be entitled to seek the advice of legal counsel with respect to any
matter arising under this Agreement and the Depository Agent shall have no liability and shall be fully protected with
respect to any action taken or omitted pursuant to the advice of such legal counsel. The Depositor shall be liable for,
and shall promptly pay, upon demand by the Depository Agent, the reasonable and documented fees, and expenses
of any such legal counsel.
2.7. In the event of any disagreement between the parties to this Agreement, or between either of them and any
other person or entity, resulting in adverse claims or demands being made in connection with the matters covered by
this Agreement, or in the event that the Depository Agent, in good faith, is in doubt as to what action it should take
hereunder, the Depository Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to
take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event,
the Depository Agent shall not be or become liable in any way or to the Depositor or other person or entity for its
failure or refusal to act, and the Depository Agent shall be entitled to continue to refrain from acting until (i)the rights
of the parties to this Agreement and all other interested persons and entities shall have been fully and finally
adjudicated by a court of competent jurisdiction, or(ii)all differences shall have been settled and all doubt resolved
by agreement among all of the interested persons and entities, and the Depository Agent shall have been notified
thereof in writing signed by all such persons and entities. Notwithstanding the preceding, the Depository Agent may
in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of an
agency of the United States or any political subdivision thereof, or of any agency of any State of the United States or
of any political subdivision of any thereof, and the Depository Agent is hereby authorized in its sole discretion to
comply with and obey any such orders,judgments, decrees or levies. The rights of the Depository Agent under this
sub-paragraph are cumulative of all other rights which it may have by law or otherwise.
In the event of any disagreement or doubt, as described above, the Depository Agent shall have the right, in addition
to the rights described above and at the election of the Depository Agent,to tender into the registry or custody of any
court having jurisdiction, all funds and property held under this Agreement, and the Depository Agent shall have the
right to take such other legal action as may be appropriate or necessary, in the sole discretion of the Depository
Agent. Upon such tender, the Depositor agrees that the Depository Agent shall be discharged from all further duties
under this Agreement; provided, however, that any such action of the Depository Agent shall not deprive the
Truist Depository Agreement 2025 2
Depository Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action
and discharge of the Depository Agent of its duties hereunder.
2.8. To the extent permitted by law, the Depositor agrees to indemnify, defend and hold harmless the Depository
Agent and each of the Depository Agent's officers, directors, agents and employees (the "Indemnified Parties") from
and against any and all losses, liabilities, claims made by the Depositor or any other person or entity, damages,
expenses and costs (including, without limitation, attorneys' fees and expenses) of every nature whatsoever
(collectively, "Losses") which any such Indemnified Party may incur and which arise directly or indirectly from this
Agreement or which arise directly or indirectly by virtue of the Depository Agent's undertaking to serve as depository
agent hereunder; provided, however, that no Indemnified Party shall be entitled to indemnity with respect to Losses
that have been finally adjudicated by a court of competent jurisdiction to have been directly caused by such
Indemnified Party's gross negligence or willful misconduct. The provisions of this section shall survive the termination
of this Agreement and any resignation or removal of the Depository Agent.
2.9. Any entity into which the Depository Agent may be merged or converted or with which it may be consolidated,
or any entity to which all or substantially all the Depository business of the Depository Agent may be transferred, shall
be the Depository Agent under this Agreement without further act.
2.10. The Depository Agent may resign at any time from its obligations under this Agreement by providing written
notice to the Depositor. Such resignation shall be effective on the date set forth in such written notice, which shall be
no earlier than thirty(30)days after such written notice has been furnished. In such event,the Depositor shall promptly
appoint a successor depository agent. In the event no successor depository agent has been appointed on or prior to
the date such resignation is to become effective, the Depository Agent shall be entitled to tender into the custody of
any court of competent jurisdiction all funds and other property then held by the Depository Agent hereunder and the
Depository Agent shall thereupon be relieved of all further duties and obligations under this Agreement; provided,
however, that any such action of the Depository Agent shall not deprive the Depository Agent of its compensation
and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Depository Agent
of its duties hereunder. The Depository Agent shall have no responsibility for the appointment of a successor
depository agent hereunder.
2.11. The Depository Agent and any director, officer or employee of the Depository Agent may become financially
interested in any transaction in which the Depositor may be interested and may contract with and lend money to the
Depositor and otherwise act as fully and freely as though it were not depository agent under this Agreement. Nothing
herein shall preclude the Depository Agent from acting in any other capacity for the Depositor.
III. Compensation of Depository Agent
3.1. The Depositor agrees to pay to the Depository Agent compensation, and to reimburse the Depository Agent for
costs and expenses, all in accordance with the provisions of Exhibit C hereto, which is incorporated herein by
reference and made a part hereof. The fees agreed upon for the services rendered hereunder are intended as full
compensation for the Depository Agent's services as contemplated by this Agreement; provided, however, that in the
event that the conditions for the disbursement of funds are not fulfilled, or the Depository Agent renders any service
not contemplated in this Agreement, or there is any assignment of interest in the subject matter of this Agreement or
any material modification hereof, or if any dispute or controversy arises hereunder, or the Depository Agent is made
a party to any litigation pertaining to this Agreement or the subject matter hereof, then the Depositor agrees to
compensate the Depository Agent for such extraordinary services and to reimburse the Depository Agent for all costs
and expenses, including reasonable attorneys' fees and expenses, occasioned by any such event, except to the
extent caused by Depository Agent's gross negligence or willful misconduct. In the event the Depository Agent is
authorized to make a distribution of funds pursuant to the terms of this Agreement, and fees or expenses are then
due and payable to the Depository Agent pursuant to the terms of this Agreement (including, without limitation,
amounts owed under this Section 3.1 and Section 2.8), the Depository Agent is authorized to offset and deduct such
amounts due and payable to it from such distribution. The Depository Agent shall have, and is hereby granted, a prior
lien upon and first priority security interest in the Deposit Account and all funds held under this Agreement and all
earnings and interest accrued thereon with respect to its unpaid fees, non-reimbursed expenses and unsatisfied
indemnification rights, superior to the interests of any other persons or entities and without judicial action to foreclose
such lien and security interest, and the Depository Agent shall have and is hereby granted the right to set off and
deduct any unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights from the Deposit Account
and the funds held under this Agreement and the earnings and interest accrued thereon.The provisions of this section
shall survive the termination of this Agreement and any resignation or removal of the Depository Agent.
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IV. Miscellaneous
4.1. The Depository Agent shall make no disbursement, investment or other use of funds deposited hereunder until
and unless it has collected funds. The Depository Agent shall not be liable for collection items until the proceeds of
the same in actual cash have been received or the Federal Reserve has given the Depository Agent credit for the
funds.
4.2. The Depository Agent shall invest all funds held pursuant to this Agreement in the Truist Collateralized Public
Funds Premier(cusip 99A1010Q0). The investments in the Collateralized Public Funds Premier are insured, subject
to the applicable rules and regulations of the Federal Deposit Insurance Corporation (the "FDIC"), in the standard
FDIC insurance amount of $250,000, including principal and accrued interest, and are not secured. The Truist
Collateralized Public Funds Premier is more fully described in materials which have been furnished to the Depositor
by the Depository Agent, and the Depositor acknowledges receipt of such materials from the Depository Agent.
Instructions to make any other investment must be in writing and signed by the Depositor. The Depositor recognizes
and agrees that the Depository Agent will not provide supervision, recommendations or advice relating to the
investment of moneys held hereunder or the purchase, sale, retention or other disposition of any investment, and the
Depository Agent shall not be liable to the Depositor or any other person or entity for any loss incurred in connection
with any such investment. The Depository Agent is hereby authorized to execute purchases and sales of investments
through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Depository
Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder including
without limitation charging any applicable agency fee, interest rate spread compensation, mutual fund servicing fee
and other compensation (including 12b-1 fees), and other financial benefits Depository Agent may receive in
connection with each client directed transaction and investment of funds.. The Depository Agent shall use its best
efforts to invest funds on a timely basis upon receipt of such funds; provided, however, that the Depository Agent
shall in no event be liable for compensation to the Depositor or other person or entity related to funds which are held
un-invested or funds which are not invested timely. The Depository Agent is authorized and directed to sell or redeem
any investments as it deems necessary to make any payments or distributions required under this Agreement,
including termination pursuant to Section 4.10. Any investment earnings and income on the funds held hereunder
shall be deposited in and become part of the Deposit Account and shall be disbursed in accordance with this
Agreement.
4.3. The Depository Agent shall provide monthly reports of transactions and holdings to the Depositor as of the end
of each month, at the address provided by the Depositor in Section 4.5.
4.4. The Depositor agrees that for tax reporting purposes all income from the investment of the funds shall be
reported as having been earned by the Depositor as of the end of each calendar year regardless of whether such
income was disbursed during such calendar year. The Depository Agent shall have no duty to prepare or file any tax
report or return with respect to the funds, except for filing of tax information reporting forms required by law to be filed
with the IRS with respect to the income from the investment of the funds. With respect to any other payments made
under this Agreement, the Depository Agent shall not be deemed the payer and shall have no responsibility for
performing tax reporting. The Depository Agent's function of making such payments is solely ministerial and upon
express direction of the Depositor. On or before the execution and delivery of this Agreement, the Depositor shall
provide to the Depository Agent a correct, duly completed, dated and executed current United States Internal
Revenue Service Form W-9 or Form W-8, whichever is appropriate, or any successor forms thereto, in a form and
substance satisfactory to the Depository Agent including appropriate supporting documentation and/or any other form,
document, and/or certificate required or reasonably requested by the Depository Agent to validate the form provided.
The Depositor agrees that if such documentation is not provided to the Depository Agent, the Depository Agent may
be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to
withhold a portion of any income earned on the investment of the funds. To the extent that the Depository Agent
becomes liable for the payment of any taxes with respect to income derived from the investment of the funds, the
Depository Agent shall satisfy such liability to the extent possible from the funds. The Depositor agrees to indemnify,
defend and hold the Depository Agent harmless from and against any tax, late payment, interest, penalty or other
cost or expense that may be assessed against the Depository Agent on or with respect to the funds or any income
thereon unless such tax, late payment, interest, penalty or other cost or expense was finally adjudicated by a court of
competent jurisdiction to have been directly caused by the gross negligence or willful misconduct of the Depository
Agent. The indemnification provided in this section is in addition to the indemnification provided to the Depository
Agent elsewhere in this Agreement and shall survive the resignation or removal of the Depository Agent and the
termination of this Agreement.
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4.5. Any notice, request for consent, report, or any other communication required or permitted in this Agreement
shall be in writing and shall be deemed to have been given when delivered, (i) by electronic mail to the e-mail address
given below, and written confirmation of receipt is obtained promptly after completion of the transmission, (ii) by
overnight delivery by a reputable national overnight delivery service, or (iii) by United States mail, postage prepaid,
or by certified mail, return receipt requested and postage prepaid, in each case to the appropriate address set forth
below or at such other address as either party hereto may have furnished to the other party hereto in writing:
If to Depository Agent: Truist Bank
Attn: Corporate Trust and Escrow Services
5211 S Fletcher Ave Suite 100
Client Manager: Sarah B. Lemmerman
Phone: (904)361-5283
Email: Sarah.lemmerman@Truist.com
If to Depositor: Clay County Utility Authority
3176 Old Jennings Road
Middleburg,FL 30268
Attention: Chief Financial Officer
Phone: (904) 213-2475
Email: kosborne@ccua.org
Either party hereto may unilaterally designate a different address by giving notice of each change in the manner
specified above to the other party hereto. Notwithstanding anything to the contrary herein provided, the Depository
Agent shall not be deemed to have received any notice, request, report, or other communication hereunder prior to
the Depository Agent's actual receipt thereof.
4.6. This Agreement is being made in and is intended to be construed according to the laws of the State of North
Carolina.
4.7. This Agreement is for the exclusive benefit of the Indemnified Parties and the parties hereto and their respective
successors, heirs and permitted assigns, and shall not be deemed to give, either express or implied, any legal or
equitable right, remedy or claim to any other entity or person whatsoever. The terms of this Agreement may be
altered, amended, modified, or revoked only by an instrument in writing signed by all the parties hereto.
4.8. Except as permitted in Section 2.9, neither this Agreement nor any rights or obligations hereunder may be
assigned by either party hereto without the express written consent of the other party hereto. This Agreement shall
inure to and be binding upon the parties hereto and their respective successors, heirs and permitted assigns.
4.9. No party to this Agreement shall be liable to any other party hereto for losses due to, or if it is unable to perform
its obligations under the terms of this Agreement because of, acts of God,fire,war,terrorism, floods, strikes, electrical
outages, equipment or transmission failure, or other causes reasonably beyond its control.
4.10. This Agreement shall terminate on the first to occur of(i)the date on which all of the funds and property held
by the Depository Agent under this Agreement have been disbursed or(ii) , 20_at which time the
Depository Agent is authorized and directed to disburse all of the remaining funds and property held hereunder in
accordance with the written instructions of the Depositor. Upon the termination of this Agreement and the
disbursement of all of the funds and property held hereunder, this Agreement shall be of no further effect except that
the provisions of Sections 2.8, 3.1 and 4.4 shall survive such termination.
4.11. All titles and headings in this Agreement are intended solely for convenience of reference and shall in no way
limit or otherwise affect the interpretation of any of the provisions hereof.
4.12. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
V. Security Procedure for Funds Transfer
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5.1. The identity of such Authorized Representative, as well as their specimen signatures, title, telephone number,
and e-mail address, shall be delivered to the Depository Agent in the list of authorized signers form as set forth as
Exhibit A(a"Certificate of Incumbency") and shall remain in effect until the Depositor, or an entity acting on its behalf,
notifies Depository Agent of any change thereto (the Person(s) so designated from time to time, the "Authorized
Representative"). The Depositor may, at any time, update Exhibit A by signing and submitting to the Depository Agent
an update of such Exhibit A. The Depository Agent shall be entitled to a reasonable time to act to implement any
changes on an updated Exhibit A.
The Depository Agent shall have no responsibility or liability for any loss which may result from (i)any action taken or
not taken by the Depository Agent in good faith reliance on any such signatures or instructions, (ii) as a result of the
Depository's reliance upon or use of any particular method of delivering instructions to the Depository Agent, including
the risk of interception of such instruction and misuse by third parties, or(iii)any officer or Authorized Representative
of the Depositor named in Exhibit A delivered hereunder prior to actual receipt by the Depository Agent of a more
current Certificate of Incumbency or an updated Exhibit A and a reasonable time for the Depository Agent to act upon
such updated or more current Certificate of Incumbency or Exhibit A.
All instructions for the transfer of funds must be delivered to Depository Agent by one of the delivery methods set forth
in Section 4.5. The Depositor and the Depository Agent hereby agree that the following security procedures set forth
in this Section 5.1 will be used to verify the authenticity of all instructions for the transfer of funds delivered by the
Depositor to the Depository Agent under this Agreement. All instructions for the transfer of funds must include the
name, title, and signature of an Authorized Representative of the Depositor identified in Part I of Exhibit A as the
person delivering the disbursement request to the Depository Agent. The Depository Agent will check and confirm
that the name and signature of the person identified on the written instructions provided to the Depository Agent in
accordance with this Agreement, appears to be the same as the name and signature of an Authorized Representative
of the Depositor. Following confirmation of such information, the Depository Agent will make a telephone call to an
Authorized Representative of the Depositor identified in Part II of Exhibit A at any telephone number for such
Authorized Representative as set forth on Exhibit A; or any of the Depository Agent's systems of record to obtain oral
confirmation of delivery of the written instructions provided to the Depository Agent in accordance with this Agreement.
The Depository Agent is hereby authorized to call only an Authorized Representative of the Depositor identified in
Part II of Exhibit A. The Parties agree to comply with additional security procedures that may be implemented by the
Depository Agent for a particular wire transfer request from time to time.
The Depositor acknowledges and agrees that these security procedures set forth in this Section 5.1 offered by the
Depository Agent are commercially reasonable for any wire transfer disbursements (regardless of amount, type, or
frequency)that may be initiated from the Depository Account(s).
The Depository Agent is authorized to execute, and the Depositor expressly agrees to be bound by any payment
instruction for the transfer of funds issued in its name (and associated funds transfer) that is accepted by the
Depository Agent in accordance with the security procedures set forth in this Section 5.1. Notwithstanding anything
else, the Depository Agent shall be deemed to have acted in good faith and without gross negligence or willful
misconduct if the Depository Agent is authorized to execute the funds transfer under this Section 5.1.
The security procedures set forth in this Section 5.1 are intended to verify the authenticity of all instructions for the
transfer of funds provided to the Depository Agent and are not designed to, and do not, detect errors in the
transmission or content of any payment instruction. The Depository Agent has no obligation to detect errors in or to
question an Authorized Representative's instructions, and the Depositor assumes all risks of any losses resulting from
such instructions. As set forth in Section 2.1 of this Agreement, the Depository Agent is not liable for any special,
indirect, punitive, exemplary, or consequential damages (including lost profits) of any kind.
The Depository Agent shall not be obliged to make any payment requested under this Agreement if it is unable to
validate the authenticity of the request by the security procedures set forth in this Section 5.1.The Depository Agent's
inability to confirm the necessary information included in any instruction to transfer funds may result in a delay or
failure to act on that payment instruction letter. Notwithstanding anything to the contrary in this Agreement, the
Depository Agent shall not be required to treat a payment instruction letter as having been received until the
Depository Agent has authenticated it pursuant to the security procedures in this Section 5.1 and shall not be liable
or responsible for any losses arising in relation to such delay or failure to act. For all purposes under this Agreement,
the Depository Agent shall be entitled to rely, without any duty or further inquiry, upon (i)the identity and authority of
such persons represented on Exhibit A, and (ii)the genuineness and continued accuracy and effectiveness of Exhibit
A until such time as the Depository Agent receives written notice of changes to Exhibit A by the Depositor.
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[If the Depositor would like to have standing instructions for repetitive funds transfer, add the following:] The
Depositor acknowledges that repetitive funds transfer instructions may be given to the Depository Agent for one or
more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the
description of the payment shall change within the repetitive instructions ("Standing Settlement Instructions").
Accordingly, the Depositor shall deliver to the Depository Agent such specific Standing Settlement Instructions only
for each respective beneficiary as set forth in Exhibit D to this Agreement, or other written instruction delivered to the
Depository Agent as set forth in Section 4.5. The Depository Agent may rely solely upon such Standing Settlement
Instructions and all identifying information set forth therein for each beneficiary. The Depository Agent and the
Depositor agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of the
Depositor, without requiring a verifying callback, if such Standing Settlement Instructions are consistent with
previously authenticated Standing Settlement Instructions for that beneficiary. The Depositor and the Depository
Agent acknowledge that such Standing Settlement Instructions are a security procedure and are commercially
reasonable.
Important Information about Opening a New Account at Truist Institutional Trust
To help the United States Government fight terrorism and money laundering, Federal law requires us to obtain,
verify and record information that identifies each business or entity that opens an account or establishes a
relationship. What this means for you: when you open an account or establish a relationship, we will ask for your
business name, a street address, and a tax identification number, that Federal law requires us to obtain. We
appreciate your cooperation.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date and year
first above written.
Truist Bank, as Depository Agent
By:
Name:
Title:
CLAY COUNTY UTILTIY AUTHORITY, as Depositor
By:
Name: Karen Osborne
Title: Chief Financial Officer
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EXHIBIT A
CERTIFICATE OF INCUMBENCY
(AUTHORIZED REPRESENTATIVES):
The below signatory on behalf of Clay County Utilities (the "Client") certifies that each of the names, titles, information, and
signatures set forth as Authorized Representatives in this Exhibit are authorized to execute documents and direct Truist Bank
as to all matters, including fund transfer instructions, address changes, and contact information, on behalf of the Client.
Part I—Direction for Funds Transfer
The following persons set forth in Part I are designated to provide direction, including but not limited to the transfer of funds, and
to otherwise act on behalf of the Client.
Specimen Signature: Office Mobile
Phone Number: (904)213-92475 Phone Number: (904)763-1771
Name(print): Karen Osborne E-mail Address: KOsborne@clayutility.org
Title:
Specimen Signature: Office Mobile
Phone Number: Phone Number:
Name(print): E-mail Address:
Title:
Part II—Confirmation of Funds Transfers
The following persons set forth in Part II are designated to confirm funds transfer instructions.
Name(print): Office Mobile
Phone Number: Phone Number:
Title: E-mail Address:
Name(print): Office Mobile
Phone Number: Phone Number:
Title: E-mail Address:
The below undersigned individual hereby certifies: (i)to possess familiarity with documents and records that govern the applicable account
and the operation and management of the Client, (ii) to have the power and authority on behalf of the Client to execute this Certificate of
Incumbency,and(iii)that the afore-referenced individuals(along with the undersigned,as noted)are duly authorized to instruct Truist Bank on
behalf of the Client,and/or authorized to view bank statements regarding the applicable account.
By: Chief Financial Officer
Date Signature Title
Name: Karen Osborne
Truist Bank shall be entitled to rely,without any duty or further inquiry, upon(i)any instructions from the individuals listed herein,as well as
(ii)the identity and authority of such persons represented on this Certificate of Incumbency, and(iii)the genuineness and continued accuracy
and effectiveness of this Certificate of Incumbency until such time as Truist Bank receives written notice of changes to this Certificate of
Incumbency by the Client and confirms such notice. All current trust accounting access, including paper statements,online statements,and
online transaction review access,shall remain approved, unless otherwise directed in writing.The Client shall promptly advise Truist Bank of
any changes affecting this Certificate of Incumbency and Truist Bank shall be protected in such reliance until advised of any changes or
modifications in writing.
Truist Depository Agreement 2025 9
EXHIBIT B
Payment Instruction Form
DEPOSITORY ACCOUNT NAME: Clay County Utility 2025 Escrow
DEPOSITORY ACCOUNT#: 8001817
Truist Bank
Attn: Escrow Services
919 East Main Street, 2nd Floor
Richmond, Virginia 23219
Via Email:
To Whom It May Concern:
Reference is made to (i)that certain Depository Agreement, dated as of October , 2025 (the "Depository Agreement"),
by and among Truist Bank (the "Depository Agent") and Clay County Utility Authority (the "Depositor").
Capitalized terms used, but not otherwise defined herein shall have the same meanings as set forth in the Depository
Agreement.
Written Instructions
Pursuant to Section 1.3 of the Agreement, the Depositor hereby authorizes and instructs the Depository Agent to release
[AMOUNT]to [PAYEE NAME] on [insert date] in accordance with the following payment instructions:
Wire Transfer/ACH Information for Receiving Account
Bank Name:
Bank City/State:
ABA/Routing #:
Beneficiary Account Number:
Beneficiary Account Name:
Beneficiary Street Address (physical address only):
Beneficiary City/State/Zip Code:
Reference/For Further Credit:
If Disbursement is to be Payable by Check
Check Payable to:
Address to Mail Check:
Sincerely,
Name: Karen Osborne
Title: Chief Financial Officer
Truist Depository Agreement 2025 10
EXHIBIT C
Truist Bank, as Depository Agent
Schedule of Fees & Expenses
Acceptance Fee: WAIVED
The Acceptance Fee includes review of all related documents and accepting the appointment of Depository Agent on behalf
of Truist Bank. The fee also includes setting up the required US Dollar account(s) and accounting records, the collection
and review of Know Your Customer documentation (limited to three parties), document filing, and coordinating the receipt
of funds/assets for deposit to the Deposit Account.
Legal Review Fee: $WAIVED
The Legal Review Fee includes review of all related documents on behalf of Truist Bank as Depository Agent. As soon as
Truist Bank's attorney begins to review the Agreement, the Legal Review Fee is subject to payment regardless of if the
Depositor decides to appoint a different depository agent or a decision is made that the Agreement is not needed. Fee is
waived if no legal review is needed.
Annual Administration Fee: $WAIVED
The Annual Administration Fee includes providing routine and standard services of a Depository Agent. The fee includes
administering the deposit account, performing investment transactions, processing cash transactions, disbursing funds in
accordance with the Agreement and providing account statements to the Depositor. The fee covers a full year, or any part
thereof, and thus is not pro-rated in the year of termination. The annual fee is billed in advance and payable prior to that
years' service. The annual fees shall be deemed earned in full upon receipt by the Depository Agent, and no portion shall
be refundable for any reason, including without limitation, termination of the agreement. Extraordinary expenses, including
legal counsel fees, will be billed as out-of-pocket.
Expenses: At Cost
Out-of-pocket expenses include but are not limited to third-party charges, professional services, audit confirmations,
overnight shipping charges, etc.; any and all ancillary charges will be billed at cost. These charges do not represent
extraordinary fees or expenses not otherwise contemplated within this fee schedule or the agreement.
Truist reserves the right to adjust this fee schedule if there are material changes to the structure, size or
complexity of the transaction from initial estimates. Truist's fees and expenses, including legal costs, remain
payable regardless of whether the transaction successfully closes; payment of invoices are due 30 days
following receipt.
Truist Depository Agreement 2025 11
Exhibit D
Standing Settlement Instructions
These Standing Settlement Instructions are submitted to Truist Bank (hereinafter"Bank") pursuant to the Depository
Agreement dated [Day] of October, 2025 (hereinafter the "Agreement") by and between Clay County Utility Authority and
Bank, and is intended to designate accounts into which Bank shall effect repetitive funds transfer disbursements:
1. Debit Account Name Debit Account Number
Beneficiary Account Name Beneficiary Account Number
Beneficiary Street Address City State Zip Code Country
Bank Name ABA Number City State Zip Code Country
For Further Credit(if any)
2. Debit Account Name Debit Account Number
Beneficiary Account Name Beneficiary Account Number
Beneficiary Street Address City State Zip Code Country
Bank Name ABA Number City State Zip Code Country
For Further Credit(if any)
3. Debit Account Name Debit Account Number
Beneficiary Account Name Beneficiary Account Number
Beneficiary Street Address City State Zip Code Country
Bank Name ABA Number City State Zip Code Country
For Further Credit(if any)
4. Debit Account Name Debit Account Number
Beneficiary Account Name Beneficiary Account Number
Beneficiary Street Address City State Zip Code Country
Bank Name ABA Number City State Zip Code Country
For Further Credit(if any)
Truist Depository Agreement 2025 12
This Exhibit D is expressly made a part of the Agreement and is subject to the terms and conditions thereof.
By
[Client Name]
Name
[Client Title]
Title
Truist Depository Agreement 2025 13