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ATRUECOPY - <br /> CERTl= C��1lOF4l ON LAS <br /> PA�kE <br /> J.R. €l��i"i a „ CLERK <br /> 24. TD Electronic Bill Payment Presentment&Payment Services(Appendix XX V).....❑ <br /> 25. TD Integrated Payables Processing Services (Appendix XXV)..................................❑ <br /> 25. TD Electronic Lockbox(Bill Payment Aggregation)Services (Appendix XXVI)......❑ <br /> The "Cash Management Service(s)"or "Service(s)"shall hereafter mean the cash management service(s)identified above and <br /> provided by Bank (and/or Bank's third-party service providers) to Customer pursuant to this Agreement, the Appendices, <br /> including Amended Appendices,as defined below,exhibits,Setup Form(s),and any service guides or manuals made available to <br /> Customer by Bank. <br /> Agreement <br /> This Cash Management Master Agreement shall be and is hereby incorporated by reference into and forms part of the"Contract" <br /> between the parties, the terms of which include: (1) the Indian River County Request for Proposal for Banking and Lockbox <br /> Services dated September 7,2016(the"RFP"),(2)TD Bank's Response to Request for Proposals(RFP)for Banking and Lockbox <br /> Services dated September 7, 2016 (the "Proposal"), and (3)this Agreement. The parties agree that any ambiguity, conflict or <br /> inconsistency in the foregoing documents that together constitute the Contract shall be resolved in the following order: (1)the <br /> Agreement;(2)the RFP;and(3)the Proposal. <br /> The following terms and conditions are applicable to all Cash Management Services provided to Customer hereunder. <br /> 1. Definitions. Capitalized terms used in this `Appendix"means a description of the rules and <br /> Agreement and in any Appendix,unless otherwise defined procedures applicable to a particular Service to be provided <br /> herein or therein,shall have the meanings set forth below. by Bank to Customer. Each such Appendix,including any <br /> Amended Appendix, is incorporated herein by reference <br /> "Access Devices"means collectively all security, and made a part hereof; and all references herein to <br /> identification and authentication mechanisms, including, Agreement shall be deemed to include all Appendices <br /> without limitation, security codes or tokens, PINS, unless otherwise expressly provided. If there is any <br /> electronic identities or signatures, encryption keys and/or conflict between the provisions of this Agreement and any <br /> individual passwords associated with or necessary for Appendix or Amended Appendix, the Appendix or <br /> Customer's access to and use of any Cash Management Amended Appendix shall govern, but only to the extent <br /> Services. reasonably necessary to resolve such conflict. <br /> "Account" means an Account, as such term is `Authorized Representative" means a person <br /> defined in the Account Agreement,used in connection with designated by Customer as an individual authorized to act <br /> any Cash Management Services. on behalf of Customer with respect to certain matters <br /> and/or authorized to access and use the Services, as <br /> "Account Agreement" means the Business evidenced by certified copies of resolutions from <br /> Deposit Account Agreement issued by Bank and governing Customer's board of directors or other governing body,if <br /> Customer's deposit relationship with Bank, as the same any, or other certificate or evidence of authority <br /> may be amended from time to time. satisfactory to Bank, including, without limitation, any <br /> Customer enrollment or Setup Form(s) completed by <br /> Affiliate(s)" means, with respect to any party, Customer. <br /> any company controlled by, under the control of, or under <br /> common control with such party. "Bank Internet System" means Bank's Internet- <br /> based electronic information delivery and transaction <br /> "Amended Appendix"means an amendment to an initiation system, as may be offered by Bank from time to <br /> Appendix that supplements or revises,but does not revoke time, including but not limited to Bank's eTreasury <br /> in its entirety,a prior Appendix for a particular Service. Services. <br /> 1 of 58 0916 <br /> � r I <br />