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24. TD Electromc Bill Payment Presentment & Payment Services (Appendix XXIV) .... ❑ 25. TD Integrated Payables Processing Services (Appendix XXV) 25. TD Electronic Lockbox (Bill Payment Aggregation) Services (Appendix XXVI) The "Cash Management Service(s) " or "Service(s) " shall hereafter mean the cash management service(s) identified above and provided by Bank (and/or Bank's third -party service providers) to Customer pursuant to this Agreement, the Appendices, including Amended Appendices, as defined below, exhibits, Setup Form(s), and any service guides or manuals made available to Customer by Bank. Agreement This Cash Management Master Agreement shall be and is hereby incorporated by reference into and forms part of the "Contract" between the parties, the terms of which include: (1) the Indian River County Request for Proposal for Banking and Lockbox Services dated September 7, 2016 (the "RFP"), (2) TD Bank's Response to Request for Proposals (RFP) for Banking and Lockbox Services dated September 7, 2016 (the "Proposal"), and (3) this Agreement. The parties agree that any ambiguity, conflict or inconsistency in the foregoing documents that together constitute the Contract shall be resolved in the following order: (1) the Agreement; (2) the RFP; and (3) the Proposal. The following terms and conditions are applicable to all Cash Management Services provided to Customer hereunder. 1. Definitions. Capitalized terms used in this Agreement and in any Appendix, unless otherwise defined herein or therein, shall have the meanings set forth below. "Access Devices" means collectively all security, identification and authentication mechanisms, including, without limitation, security codes or tokens, PINs, electronic identities or signatures, encryption keys and/or individual passwords associated with or necessary for Customer's access to and use of any Cash Management Services. "Account" means an Account, as such term is defined in the Account Agreement, used in connection with any Cash Management Services. "Account Agreement" means the Business Deposit Account Agreement issued by Bank and governing Customer's deposit relationship with Bank, as the same may be amended from time to time. "Affiliate(s)" means, with respect to any party, any company controlled by, under the control of, or under common control with such party "Amended Appendix" means an amendment to an Appendix that supplements or revises, but does not revoke in its entirety, a prior Appendix for a particular Service. "Appendix" means a description of the rules and procedures applicable to a particular Service to be provided by Bank to Customer. Each such Appendix, including any Amended Appendix, is incorporated herem by reference and made a part hereof, and all references herein to Agreement shall be deemed to include all Appendices unless otherwise expressly provided. If there is any conflict between the provisions of this Agreement and any Appendix or Amended Appendix, the Appendix or Amended Appendix shall govem, but only to the extent reasonably necessary to resolve such conflict. "Authorized Representative" means a person designated by Customer as an individual authorized to act on behalf of Customer with respect to certain matters and/or authorized to access and use the Services, as evidenced by certified copies of resolutions from Customer's board of directors or other governing body, if any, or other certificate or evidence of authority satisfactory to Bank, including, without limitation, any Customer enrollment or Setup Form(s) completed by Customer "Bank Internet System" means Bank's Internet - based electronic information delivery and transaction initiation system, as may be offered by Bank from time to time, including but not limited to Bank's eTreasury Services. 2 of 58 0916 P16