Reso 2014-2242 - Laserfiche WebLink

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18. 'I'D AC11 Third Party Sender Services (Appendix XVlll) ............. ............................... ❑ 19. TD Image Cash Letter Services (Appendix XIX) ......................... ............................... ❑ 20. TD I Iealthcare Remittance Management Services (Appendix XX ) ............................. ❑ 21. 'I'D Data Transmission Services (Appendix XXI) ......................... ............................... 22. TD ACl I Positive Pay Services (Appendix XX11) ........................ ............................... 23. TD Currency Services for Smartsate (Appendix XXIII) ............... ............................... ❑ 24. Reserved (Appendix XXIV) ............................................... ........................................ ❑ 25. Reserved (Appendix XXV) ........................................................... ..............................❑ 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 (this "Agreement') is by and between Bank and Customer. This Agreement is incorporated by reference into that certain "Contract' between the parties, the terms of which include: ( I ) City of Sunny Isles Beach Agreement With TD Bank for Banking Services ( "City's Form of Agreement') dated on or about the date of this Agreement: (2) Customers Request for Proposals No. 14 -04 -02 (the "RFP" ): and (3) Bank's response to the RFP. Solutions Prepared for City of Sunny Isles Beach, dated May 15. 2014 (the "Proposal -. hereinafter, collectively, the "Contract"). The parties agree that any ambiguity, conflict or inconsistency in the loregoing documents that together constitute the Contract shall be resolved in the order of precedence provided in Section 2(d) of'the City's Form of Agreement. Bank agrees to provide to Customer and Customer agrees to use certain Cash Management Services (as dclined above) offered by Bank. Bank and Customer agree that the Crash Management Services will be governed by the terms ol'the Contract. as well as this Agreement. which include the rules and procedures applicable to each of the Services (collectively. the "Rules "). which are contained in the Appendices to this Agreement, and are hereby incorporated in and made a part of this Agreement. This Agreement shall be effective when signed by both parties. The following terms and conditions arc 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. '.1(/iliale(s)" means. with respect to any party. any company controlled by. under the control of. or under common control with such party. "'I mended 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 herein by reference and made a part hereof If there is any conflict between the provisions of this Agreement and any Appendix or Amended Appendix, the Appendix or Amended Appendix shall govern, but only to the extent reasonably necessary to resolve such conflict. f uthorized Representative " means a person designated by Customer as an individual authorized to act on behalf of Customer and /or authorized to access and use (IV1913697J; 2 Of62 0 -13