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EXHIBIT TO CASH MANAGEMENT MASTER AGREEMENT: <br />GOVERNMENTAL ENTITY SERVICES <br />This Exhibit is incorporated by reference into the parties' Cash Management Master Agreement (the "Agreement ") and applies to <br />all Cash Management Services made available by Bank to Customer, as a governmental entity. All capitalized terms used herein <br />without definition shall have the meanings given to them in the Cash Management Master Agreement. Bank and Customer agree <br />that. notwithstanding anything to the contrary contained in the Agreement, the tullowing terms and provisions shall apply to the <br />Agreement: <br />TERMS AND CONDITIONS <br />I. Section 26. "Governing Law." of the Agreement <br />is hereby deleted in its entirety and replaced with the <br />following: <br />26. Governing Law. Any claim. <br />controversy or dispute arising under or related to <br />this Agreement shall be governed by and <br />interpreted in accordance with the laws of the <br />jurisdiction pursuant to which Customer was <br />incorporated or otherwise organized. except <br />where applicable federal law is controlling. In the <br />event of a conflict between the provisions of'this <br />Agreement and any applicable law or regulation, <br />this Agreement shall he deemed modified to the <br />extent necessary to comply with such law or <br />regulation. <br />2. The following new Section 34 is hereby added <br />immediately after Section 33: <br />34. Additional Representations and <br />Warranties. For purposes of this Section. <br />"Governmental Unit' means (A) any town. city. <br />school district or school administrative unit of any <br />nature. water district, sewer district. sanitary <br />district, housing authority. hospital district, <br />municipal electric district, county or other political <br />subdivision. government agency, bureau. <br />department or other instrumentality, or quasi - <br />governmental corporation or entity defined by <br />applicable law, and (B) any state government or <br />any agency, department. bureau, office or other <br />instrumentality thereof. <br />(a) If Customer is a Governmental Unit of the type <br />included in (A) above. Customer and the individual <br />signing below represent. warrant and agree: (i) that <br />this Agreement has been duly executed by the <br />Treasurer. Finance Director, or other financial <br />officer authorized by law to make disbursements <br />of governmental Funds and enter into banking <br />agreements: (ii) that this Agreement has been <br />duly authorized by a vote of the governing body <br />of Customer that was dulv called and noticed. at <br />which the necessary majority voted to authorize <br />this Agreement, as evidenced by the certification <br />of the Secretary of the governing body and <br />provided with this Agreement: (iii) that only <br />persons authorized to disburse municipal funds <br />from any Account will be enrolled as Authorizcd <br />Users having access to wire transfer. ACH or <br />Account transfer functions: (iv) that if this <br />Agreement remains in effect for more than one <br />hudget year, upon request of Bank, Customer will <br />ratify and provide evidence of the renewal of this <br />Agreement in subsequent years: and (v) that this <br />Agreement is the valid and binding obligation of <br />Customer. enforceable against Customer in <br />accordance with its terms. <br />(h) If Customer is a Governmental Unit of the type <br />included in (13) above, Customer and the individual <br />signing below represent. warrant and agree: (i) that <br />this Agreement has been duly executed by a <br />financial officer authorized by law to make <br />disbursements of governmental funds and enter into <br />banking agreements on behalf of Customer: (ii) that <br />this Agreement has been duly authorized by a <br />senior officer of Customer: (iii) that Customer has <br />complied with all state laws and regulations. <br />including any regulations or policies adopted by <br />Customer with respect to electronic commerce in <br />entering into and performing this Agreement and <br />any related ACI1 or wire transfer agreement: (iv) <br />that only persons authorized to disburse Customer <br />funds from any Account will be enrolled as <br />Authorized Users having access to wire transfer. <br />ACH or Account transfer functions: and (v) that <br />this Agreement is the valid and binding obligation <br />of Customer, enforceable against Customer in <br />accordance with its terms. <br />(c) For a Customer of the type included in either (A) or <br />(B) above. Customer and the individual signing <br />below further represent, warrant and agree: (i) that <br />upon Bank's request_ Customer shall provide <br />li' 1913 ?//.1; 12 #62 0909 <br />