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CCR2009025-Attachment ENTERPRISE BANKING SERVICES CONTRACT APPENDIX 5 PARTICIPATION AGREEMENT FOR WISCONSIN LOCAL GOVERNMENTS This instrument, (the " Participation Agreement"), is between U.S. Bank National Association, (“the Contractor”) and the City of Muskego (“Participant)” For good and valuable consideration, receipt of which is hereby acknowledged, both parties agree as follows: 1. The terms and conditions of the Enterprise Banking Services Contract (“Master Agreement”) shall be incorporated herein by this reference as if fully set forth herein. 2. All terms used herein shall have the same meaning as in the Master Agreement, unless specified to the contrary. 3. For purposes of this Participation Agreement, the terms "you" and "your" under the Master Agreement shall mean the Participant. 4. Participant represents that Participant has received all the necessary approvals to enter into this Participation Agreement and the undersigned represents that he or she is legally authorized to execute this Participation Agreement on behalf of the Participant. 5. Participant hereby agrees to pay its allocated share of the fees as set forth in the Fee Schedule in the Master Agreement, as determined by the Contractor. 6. The Participation Agreement shall commence on the effective date set forth below and continue until June 30, 2014. 7. All terms and conditions of the Master Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have caused this Participation Agreement to be executed effective as of March 1, 2009. Local Government of: U.S. Bank Signature: Signature: (Type Name): John R. Johnson (Type Name): Title: Mayor Title: Agency/Local Government Name: City of Muskego Date: Date: