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3.2 Wrongful Payment/Posting. It shall Entries which Customer suspects in good faith are constitute wrongful payment/posting by Bank if Bank fraudulent or otherwise unwarranted. The Services are pays/posts an Exception Entry for which Customer has NOT intended to be a substitute for authorization provided a Return Decision by the pre-established deadline instructions or to delay Customer's decision on ACH set forth within the Services. In the event that there is Entries,including but not limited to stop payment orders on wrongful payment/posting, Bank shall be liable to ACH Entries which are not suspected in good faith to be Customer for the lesser of the amount of the wrongfully unauthorized. If Bank suspects or deems, in Bank's sole paid/posted Exception Entry or Customer's actual damages discretion, that Customer is using the Services contrary to resulting from Bank's posting of the Exception Entry, those intentions, Bank may require Customer to provide subject to the terms of the parties' Cash Management evidence that ACH Entries that Bank returns pursuant to Master Agreement. Customer's instructions were in fact unauthorized. In addition, Bank may hold Customer liable for losses that 3.3 Rightful Payment and Return. Bank sustains on ACH Entries which Bank is requested to return under the Services and which Customer does not 3.3.1 If Bank honors an Exception reasonably establish as unauthorized ACH Entries, Entry in accordance with a Pay Decision by Customer as including as under the NACHA Rules. described in Section 2.4.2, such payment/posting shall be rightful, and Customer waives any right it may have to 5. Governing Law. Any claim, controversy or assert otherwise. dispute arising under or related to this Appendix shall be governed by and interpreted in accordance with the 3.3.2 If Bank retums an Exception governing law provision of the parties' Cash Management Entry in accordance with a Return Decision by Customer as Master Agreement described in Section 2.4.1, or otherwise pursuant to a Return Default Disposition as described in this Appendix, 6. Effectiveness. the return shall be rightful,and Customer waives any right it may have to assert otherwise. 6.1 Customer agrees to all the terms and conditions of this Appendix. The liability of Bank under 3.3.3 Customer agrees that Bank this Appendix shall in all cases be subject to the provisions exercises ordinary care whenever it rightfully pays/posts or of the Cash Management Master Agreement, including, returns an Exception Entry consistent with the provisions of without limitation, any provisions thereof that exclude or this Appendix. limit warranties made by,damages payable by or remedies available from Bank. This Appendix replaces and 4. Other Terms of the Services. supersedes all prior agreements on file with respect to the Services, except for any existing ACH Authorizations 4.1 Customer acknowledges that the currently on record with regard to the Authorized Services do not preclude Bank's standard ACH processing Account(s)as of the date of this Appendix. procedures, which may cause an ACH Entry to be dishonored even if Customer's instructions do not 6.2 This Appendix and the associated Services shall otherwise require Bank to return such ACH Entry. remain in full force and effect until such time as the Appendix or the Services are terminated, or a different or 4.2 Customer acknowledges that the amended Appendix is implemented by Bank. This Services do not apply to transactions between Customer Appendix and the associated Services shall automatically and Bank, including any Bank affiliates and subsidiaries, terminate in the event the underlying Authorized such as loan or credit card payments ("Bank-Related Account(s) are closed or Customer's ACH Authorizations Entries"). Bank is permitted to pay Bank-Related Entries are otherwise terminated.In the event of termination of this whether or not Customer has included these in Customer's Appendix and the associated Services, Customer's ACH ACH Authorizations as reflected in this Appendix and until Authorizations in effect as of the date of termination will such time as Customer's authorization with respect to the remain in effect with respect to Customer's Authorized underlying Bank-Related Entries is revoked or otherwise Accounts,and all ACH Entries will thereafter be processed terminated. in accordance with such ACH Authorizations. Also, upon termination of the Services, all sums owed to Bank 4.3 Customer acknowledges that the hereunder shall be immediately due and payable. Services are intended to be used to identify and return ACH STATE OF FLORIDA INDIAN RIVER COUNTY THIS IS TO CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF THE ORIGINAL ON FILE IN THIS OFFICE. J F MITH. LERK BY / D.0 DATE HC#4841-7018-3187 58 of 58 0315