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AMENDMENT TO REGIONS BANK MASTER TREASURY MANAGEMENT SERVICES AGREEMENT AND SERVICES ADDENDA This Amendment to Regions Bank Master Treasury Management Services Agreement (the "Amendment") is made as of the day of February, 2017 (the "Effective Date) by and between Regions Bank (the `Bank', and Indian River County, Florida ("Indian River"). WHEREAS, Indian River and the Bank have previously entered into a Master Treasury Management Services Agreement (the "Agreement"), together with the Bank's Account Terms and Conditions, and various service addenda (the "Services Addenda", and together with the Agreement, collectively referred to herein as the (the "Services Agreements"). WHEREAS, Indian River has designated various deposit accounts for services under the Agreement (collectively, the "Accounts'); WHEREAS, Indian River is an agency of Florida state government and represents and warrants to the Bank that all funds held in the Accounts are owned by Indian River and that the services obtained in connection with the Accounts (the "Services') will be obtained in connection with official government business of the county; and WHEREAS, the Bank has submitted a response to a request for proposal for the lockbox services (the "Lockbox Services") dated September 1, 2016 (the "RFP') and the parties intend for certain terms of the RFP to be incorporated as part of the Services Agreements with respect to the Services. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Indemnification. Any indemnification contained in the Services Agreements shall be only to the extent allowed by and within the limits of liability provided by section 768.28, Florida Statutes, and shall not be deemed a waiver of sovereign immunity. 2. Term. The term of the Services Agreements shall commence on the Effective Date and continue for three (3) years. On the anniversary date of this Amendment at the end of the initial three-year term, the Services Agreement shall automatically renew for a two-year term. On the anniversary date of this Amendment at the end of the two-year renewal term, the Services Agreements shall automatically renew for a second two-year term. Such renewals shall be automatic unless either party notifies the other in writing of its intent to terminate this Amendment at least 30 days prior to the next scheduled anniversary date. If not terminated early, this Amendment and the Services Agreement shall terminate on the seventh anniversary date hereof. 1/4200695.1 P69