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#16-7031 (Eastern Aviation Fuels. Inc.)
AGREEMENT 16-7031 for Aviation Fuel Purchase and Delivery THIS AGREEMENT, made and entered into on this 34" day of 2017, by and between Eastern Aviation Fuels, Inc., Contractor authorized to do business in the State of Florida, whose business address is 601 N. McCarthy Blvd, New Bern, NC 28562, (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1, AGREEMENT TERM. The Agreement shall be for a three (3) year period, commencing on Date of Board award and terminating three (3) years from that date or until all outstanding Purchase Orders issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional one (1) year periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a Purchase order. 3. STATEMENT OF WORK. The Contractor shall provide Sale and Delivery of Aviation Fuel in accordance with the terms and conditions of RFP#16-7031, Exhibit A— Scope of Work, and the Contractor's proposal, with the exception of"Cost of Services," referred to herein and made an integral part of this Agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. [i 7-PRC-03282/1330854/1] Page 1 of 16 Agreement#16-7031 Aviation Fuels Purchase and Delivery Fastern Aviation Fuels.Inc 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement for the units actually ordered and furnished at the unit price based on Exhibit B — Negotiated Price Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the Operations Support Division Director, or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." 4.1 Price Methodology Unit Price: The County agrees to pay a firm total price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.) based upon the Negotiated Price Schedule set forth in Exhibit B to the Agreement. This unit price is based upon: (a) for Jet A fuel, the agreed upon differential above the weekly average of Platts US Gulf Coast Mean, and (b) for Avgas lOOLL, the agreed upon differential above the weekly posted Terminal Rate. The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification, with supporting documentation to reflect the referenced weekly averages. 4.2 Any County agency may obtain products and services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531C-2. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following Address: Eastern Aviation Fuels, Inc. Attention: Robbie Stallings, President 601 N. McCarthy Blvd New Bern, NC 28562 Telephone: 800-334-5732 Email: rstallinqsAeasternaviationfuels.com [17-PRC-03282/1330854/1] Page 2 of 16 Agreement 416-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Board of County Commissioners for Collier County, Florida c/o of Airport Authority 2005 Mainsail Dr, Suite #1 Naples, Florida 34114 Telephone: 239-6427878 Attention: Airport Manager, Justin Lobb The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured, The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. [17-PRC-03282/133085411] Page 3of16 Agreement#16-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. [17-PRC-03282/1330854/1] Page 4 of 16 Agreement 4116-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc ed 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor, Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Airport Authority. 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), RFP #16-7031 Exhibit A - Scope of Work, Exhibit B — Negotiated Price Schedule, and Exhibit C - Shell Merchant Terms and Operating Procedures Manual. 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part Ill, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative [17-PRC-03282/1330854/1] Page 5 of 16 Agreement#16-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 19. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor [17-PRC-03282/1330854/1] Page 6 of 16 Agreement/416-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc (6340 transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. [17-PRC-032821133685411] Page 7 of 16 Agreement#16-7031 Aviation Fuels Purchase and Deliver Eastern Aviation Fuels,Inc. 25. AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor's shall assign as many people as necessary to complete the Agreement on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service delivery dates. 26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the RFP, the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. 27. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 28. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPSacolliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. [17-PRC-03282/1330854'11 Page$of 16 Agreement#16-7031 Aviation Fuels Purchase and Delivery [astern Aviation Fuels.Inc 29. CHARGE / CREDIT CARD PROGRAM. Invoices from credit and charge card sales may be purchased by the Contractor from the County for approved charge and credit cards, but only as to such merchandise and services and upon such express regulations and instructions as may be set forth in the "Shell Merchant Terms and Operating Procedures Manual" attached hereto as Exhibit C. Upon failure by the County to comply strictly with such regulations and instructions, The Contractor shall have the right to charge back to the County any amounts represented by non-complying sales. Such regulations and instructions, as amended or supplemented from time-to-time at the Contractor's sole discretion, shall be deemed part of this Agreement. The County shall accept and honor all credit card, charge card, fuel card, contract fuel, and other payment methods designated by the Contractor. All transactions shall be processed via point-of-sale devices and web- enabled processing solutions that are designated and provided by the Contractor or 3rd party software vendors designated and approved by the Contractor. 30. CONTRACT FUEL PROGRAM. The Contractor offers a comprehensive Contract Fuel Program, and the County agrees to participate in this program exclusively, subject to the County being able to procure fuel through other contractors/resellers if the Contractor is unable to provide fuel in a timely fashion to meet the County's demands. Prior to Buyer purchasing fuel from other contractors/resellers in such a situation, Buyer shall give the Contractor 24 hours to provide the required fuel to maintain uninterrupted operations. Subject to the foregoing, the County represents and warrants that all contract fuel sales will be through Contractor's Contract Fuel Program and that it will not use any other Supplier or Reseller Contract Fuel Program. The County agrees that into-wing services provided by the County to Contractor's contract fuel customers will be at a fee lower than any other fee offered to other Resellers. The County agrees to process all Reseller transactions via Contractor's Contract Fuel Program. * * * * [17-PRC-03282/1330854:1] Page 9 of 16 Agreement#16-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above ATTEST: BOARD OF C . TY COMMISSIONERS COLLIER , FLORIDA Dwight E. Brock, Clerk 5f courts /141By: P-PJ C • By. L.- =` Penny Taylor, airman 111, Dated: V ;f�20r/ (SEAL) Attest as to Chairman's signature only. Eastern Aviation Fuels, Inc. Contractor imBy: First Witn ss Signature 6Jc� � 'iii �I�,/ �.0 er 4- L . St«.11,- ,, p!c-,.,L. '- ''Type!print witness name' "Type/print signature and titleT (\ ~ € \Ce ):', , Second Wit ss h I CLY'�Q--.4.' I . '1--0.V j< 1'Type/print'witness name?' Approved to od gality: Depu C my iAorney IcatL Print Name [I7-t'Rem3282'I 13035411 I , Page 10 of 16 elgrcemenl x 16-7031 Aviation Fuels Puicluue and Delivery y stcm Aviation Fuels.Inc. l a 4 CACI A Exhibit A: Scope of Work Background The Airport Authority is owner and operator of three (3) General Aviation Airports in Collier County which includes the Marco Island Executive Airport, lmmokalee Regional Airport, and the Everglades Airpark. Aircraft activity is conducted by private, corporate, charter,training and occasional air ambulance aircraft. Fuel at the Marco Island Executive Airport(MKY) is deposited into planes by the Airport Authority; approximately 398,000 gallons were delivered into planes during Fiscal Year 2015. The airport operates a Fuel Farm located on the South end of the terminal apron. In operation of the Fuel Farm, the Airport Authority purchases and stores necessary quantities for both Jet-A and Avgas (100LL). The Airport Authority sells and deposits into the planes both Jet-A and Avgas (100LL)with Airport Authority-owned fuel tenders operated by Airport Authority employees. The Airport Authority also has future plans to install a computerized, self-fueling dispensing system within the next 3-5 months. This fuel is stored in three (3) tanks (one 12,000 gallon Avgas & two 12,000 gallon Jet-A tanks) totaling 36,000 gallons in the existing Fuel Farm. Fuel at the Immokalee Regional Airport (IMM) is deposited into planes by the Airport Authority; approximately 176,000 gallons were delivered into planes during Fiscal Year 2015. The Airport Authority sells and puts into the planes both Jet-A and Avgas (100LL) by Airport Authority-owned/operated computerized self-fueling dispensing system. The Airport Authority also sells and deposits into the planes both Jet-A and Avgas(100LL)with fuel Airport Authority-owned fuel tenders operated by Airport Authority employees. The fuel is stored in two(2)fuel tanks (one 10,000 gallon Jet-A and one 10,000 gallon Avgas tank). Fuel at the Everglades Airpark (X41) is deposited into planes by the Airport Authority or via a self-fueling dispensing system; approximately 10,500 gallons were delivered into planes during Fiscal Year 2015. The Authority sells and deposits into-plane Avgas (100LL) by Airport Authority-owned/operated computerized self- fueling dispensing system. The fuel is stored in one(1) 10,000 gallon tank. Detailed Scope of Work The Contractor agrees to deliver aviation fuels to the Fuel Farm(s) at the County Airports. The Contractor must provide and/or address the following requirements: 1. List the Brand name of fuel proposed to be sold to the Airport Authority under the Agreement. 2. Location of Contractor's fuel depot and method of delivery to airport (i.e. company-owned trucks or subcontractor). 3. Any limits on the amount of Jet-A Fuel Contractor will contract to deliver during a twelve(12)month period, 4, Any limits on the amount of Avgas (100LL) Contractor will contract to deliver during a twelve (12) month period. 5. Contract price of Jet-A. Provide one (1) year previous financial fuel price history (pricing index, delivered price, please show breakdown of base price of fuel,all applicable taxes, fees, etc.). 6. Contract price of Avgas (100LL). Provide one (1) year previous financial fuel price history (pricing index, delivered price, please show breakdown of base price of fuel, all applicable taxes,fees, etc.). 7. Cost of Jet A fuel additive per gallon (please show breakdown of base price of Jet A fuel additive, all applicable taxes, fees, etc.) 8. Twenty-four (24) hour period between order placement and delivery to Airport(s) is desired, however Contractor shall guarantee maximum forty-eight hour period between order placement and delivery to Airport(s). 9. Form and timing of payment required by the Authority for fuel delivered under the Agreement. 10. Provide a list of credit cards and contract fuel programs accepted and all associated costs. 11. Authority wishes to implement a "full-service" web-based Fixed Based Operator (FBO) software solution for processing credit sales which is fully PCI and EMV Chip compliant. Desired software shall include: fuel sentry/automation compatible with TCS 3000 meters, POS processing, flight scheduling/tracking, and [17-PRC-03282/133085411] Page 11 of 16 Agreement 1116-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc. concierge reservation modules. Contractor shall outline any and all associated subscription and equipment costs. 12, Contractor shall advise the Authority the amount of time for funds to be deposited in our accounts and the methods of payment(i.e., electronic transfer)along with any costs involved. 13. Contractor to make fuel tenders available to the Authority for use at the Marco Airport or Immokalee Airport in the event County-owned fuel tender is out of service for extended period of time(two weeks or greater), at no cost to the Airport Authority. Minimum forty-eight (48) hour delivery period for replacement tender which shall be in good working order and similar in capacity to those in operation at the County Airports. 14. Contractor shall paint and/or decal (please show examples of proposed decal) County-owned fuel tenders and fuel farms cost to purchase, and provide free loaner fuel tenders during this period. 15. Contractor shall provide, at no additional costs, annual inspections of all fuel trucks, regardless of ownership, and annual inspections of the fuel farms at all three (3)airports. The inspectors will be qualified and provide written documentation detailing the results of the inspections. 16. Contractor shall include the County Airports in all directory advertising at no cost to the County (provide examples). 17. Contractor shall make funds available for co-operative advertising on a local basis. Please clearly identify your program and associated costs. 18. Contractor shall identify ancillary contract benefits that may include, but not be limited to, customer rewards/incentives, supplemental insurance, contract fuel, and training. 19. Contractor shall participate in major aviation trade shows such as NBAA and NATA and provide the Airport Authority an opportunity to participate without cost. Contractor shall provide a uniform reimbursement for the Authority uniforms. Contractor shall provide, at no additional cost to purchaser, employee fuel quality assurance training and testing materials, wind socks, wing mats, line service safety and customer service training either through Contractor or approved third party books, materials, and seminars or combination thereof. 20. The Contractor will ensure that the aviation fuel delivered meets or exceeds the following minimum specifications: • Jet Fuel: Aviation Kerosene type Jet-A fuel received shall conform to ASTM D-1655 specifications, • latest revision. Contractor shall also supply FSII (Anti-Ice, Prist) in 55-gallon barrels for direct injection at the point of sale. • Avgas: Fuel received shall conform to ASTM D-910 specifications, latest revision, and shall be of the Aviation Gasoline type, 100 Octane, Low Lead(Avgas 100LL)or future replacement. Supplier will provide a certificate of analysis on all aviation fuel shipments. Supplier will also provide traceability on all shipments back to refinery [17-PRC-03282/1330854/1] Page 12 of 16 Agreement#16-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc. Exhibit B: Neqotiated Price Schedule Cost of Fuel Jet A: Shell Jet A price is calculated based on a differential above the weekly average Platts US Gulf Coast Mean. The Platts' average price is calculated each Monday (or Tuesday when Monday is a holiday) for the previous week (Monday-Friday published trading days only) and is effective for the following Tuesday through Monday period. Delivered price includes Jet A pricing (Gulf Coast Mean) plus differential. Itemized list of applicable current Federal and State taxes applied to the purchase of Jet A fuel, as listed below: Federal Oil Spill Tax: $0.0021400 per gallon Florida Excise Tax: $0.0690000 per gallon Florida Pollution Tax: $0.0207100 per gallon Federal Excise Tax: $0.2440000 per gallon Federal LUST Tax: $0.0010000 per gallon The above prices are subject to change as Federal/State taxes may increase/decrease. Florida Pollution Tax charges are subject to change per Florida Statutes, Chapter 206.9935, as amended. The itemized differential below includes all fees above the weekly Platts US Gulf Coast Mean to include all transportation costs for jet fuel delivery to the two (2) airports, as listed below: Marco Island Executive Airport, FL $0.1298000 per gallon lmmokalee Regional Airport, FL $0.1231000 per gallon The above delivery rates are based on current fees. Avgas 100LL: Shell Avgas 100LL is calculated based on a differential above the weekly posted Terminal Rate. Weekly pricing will be posted on each Monday (or Tuesday when Monday is a holiday). Itemized list of applicable current Federal and State taxes applied to the purchase of Avgas 100LL, as listed below: Florida Pollution Tax: $0.0207100 per gallon * * Florida Pollution Tax § 206.9935, Fla. Stat.: (1) Coastal Protection $.00048 (2)Water Quality $.00119 (3) Inland Protection $.01904 Total $.02071 * Florida Pollution Tax is subject to change pursuant to§206.9935, Fla. Stat. [17-PRC-03282/1330854/1] Page 13 of 16 Agreement#16-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc. ........__............ Florida Excise Tax $0.0690000 per gallon 0U Florida Pollution Tax: $0.0207200 per gallon Federal Excise Tax: $O.18300UUper gallon Federal LUST Tax: $O.OD1OOOOper gallon The itemized differential below includes all fees above the Terminal Rate to include all transportation costs for delivery of Shell Avgas 10OLL three(3) airports, as listed below: Marco Island Executive Airport, FL $0.1229000 per gallon lmmokalee Regional Airport, FL $D.1153UO0per gallon Everglades Airpark, FL $0.1186OUOper gallon The above prices are based on a full load of: Jet A/8000 Gallons and Avgas 1 OOLL/8500 Gallons. The above delivery rates are based on current fees. Florida Pollution Tax charges are subject to change per Florida Statutes, Chapter 206.9935, as amended. Split pricing: The differentiafor splitting 4000 gallons avgas between Marco Island, Fl and Everglades City, FL (Pt Eve/Jet Star) increases to: $0.1556000 per gallon The differential for splitting 4000 gallons avgas between Immokalee, FL and Everglades City, FL (Pt Eve/Jet Star) increases to: $O.1517OOOper gallon Cost of Jet A fuel additive is available in 55 Gallon Drums for $895.50 delivered, or an additional $0.0145 per gallon blended at the Terminal. Payment of Terms Offered: EFT Net 10 days Credit Card Processinq: ��� /�� Processing Shell Aviation 0.00% Shell FleetlShell Retail 0.0096 Shell Contract Fuel 0.00% Shell MasterCard 0.8096 MasterCardNisa 2.0096 American Express 2.75% Discover 2.75% Multiservice Card 2.75% U.S. Government Air Card 3.00Y6 Funds are processed and deposited within 48 hours of the transaction by utilizing the Verifone VX-820 POS machine. 8I8330854k1] Page 14 of 16 Agreement m+r03/ x,iau" Fuels Purchase and Del Eastern Aviation FuelsInc CC:1100 Atlas Fixed Based Operator(FBO) Software Costs: Atlas FBO software is $395.00 a month for each location, which includes scheduling and task/work flow. If this function is not desired the software cost is $295.00 a month for each location. • For the first year of the contract the cost of the software for only the Marco Island location is at no cost. • After the first year Collier County Airports will receive a ten (10) percent discount off of each location for the FBO software subscriptions when at least one (1) airport utilizes the FBO • software which includes scheduling &task/work flow. Encrypted credit card devices can be purchased directly from Eastern Aviation for$100.00 a piece. EMV chip encrypted credit card devices can be purchased directly from Eastern Aviation for $119.00 a piece. • [17-PRC-03282/1330854/13 Page 15 of 16 Agreement#I6-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels.Inc. Exhibit C—Shell Merchant Terms and Operating Procedures Manual (attached hereto following this page) [17-PRC-03282/1330854/1] Page 16 of 16 Agreement#16-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc. ?AWNS 96509 Table of Contents OVERVIEW ,. 4 rENERAL.POLILIES ,.,...... .,,., . ;.. ....;... ..,...:.. .. ....,..,,... ACCEPTANCE POLICIES...;. ,,,, ..,.,.,.,. . ...... ._.._ ,.,.. ,.,. .5 MULTI SE VICE VIATION. -. ..,..., ........ ........ ......... ........ .......... US GOVERN /IE AIR CARR. ,.. . ,,. 1 AGREEMENT ,. 11 PA"�MEi IT SEEIEC ULE 12 TAIL.°N1. M"I3ER(AIRCRAFT REGISTRATION)VERIFICATION....:.......... 12 ANY AIRCRAFT CARD . ,...,., . .. .,..,. .:.... . ..:.. . .....::........ ,. : . ., ...:..:. 12 ULES ANCA REGULATION .,. „ 12 ACCEPTANCE POLICIES. ... 16 ACCEPTANCE POLICIES, 37 AL I ORIZATIONNIJ.'+1IIER.............. ......... .....v....e.,..., ..,...., ... ..,,...,... .., ......3$ AVCARD., .. .. . .........39 ACCr•PT.N EPou TES. 34 CONTACT NUMB ER ...:...... .... ... . .. ....., ... ..,. .,... . 4 3 ACCEPTANCEPOLIX11S. X13 APPENDIX A rot -%%5O3 Cf40 Introduction Overview These operahr g procedures highlight the policies and procedures specific to each card type you rnay accept as a Shell Aviation merchant. Please refer to each section for specific information about each card, The Shell Aviation Card Program is issued by Eastern Aviation Fuels, PO Box 12327, New Bern, NC 28561, and administrated by U.S. Bank Multi Service Aviation (MSA), 12800 Foster St, Overland Park, KS 66213.Any references in this Agreement to Shell Aviation Processing Center(SAPC)refer to Multi Service Aviaeon, Acceptable Card Types As a Shell Aviation merchant, you may accept the following cards: Shell Aviation AmericanE,-xpress Shell Contract Fuel Discover Shell Retail AVCARD Shell MasterCard Rewards Cards: Multi Service Aviation Shell AeroClass AIR Card Visa MasterCard The processing fees and payment terms for each card type are illustrated in Exhibit CI Negotiated Price Sceedu le attached to Agreement 16-7031. General Policies 1. Card must be valid as illustrated in each specific section, Do not make saes on expired, altered, Of cut cards, or on the basis of previous sales. 2. Both the approval code and customer's signature are required on ail transactions. 3. Give the customer copy of the receipt to the customer,and retain the original for your records for at least three(3) years, 4. Cards must be processed through an SAPC certified method. All invoices submitted must represent actual sales made at your location and must identify your location. Invoices may not originate from any other seuTe, You may not accumulate invoices over time,and then submit them lateras one transaction. 6. YOU MUST USE THE SHELL POS MACHINE OR OTHER SAPC CERTIFIED DEVICE FOR ALL CARD TRANSACTIONS.THIS REQUEST APPLIES TO ALL TRANSACTIONS MENTIONED IN THIS OPERATING PROCEDURE DOCUMENT. FAILURE TO ADHERE TO THIS WILL RESULT IN EASTERN AVIATION FUELS WITHDRAWING FROM THE CARD PROGRAM AT YOUR LOCATION, REQUIRING A MONTHLY CHARGE TO KEEP YOUR POS EQUIPMENT, OR CANCELLATION OF YOUR FUEL SUPPLY CONTRACT. MPOW11.965C9 (1-"D SHELL AVIATION 'o6 4i „:,- 21",•'1-rr '•;:" _•,-*4 •.-•'' j;" • r'•;, ' -- ' ri• '•/i'l 4*E4 '-' --`-',.r-1 • Ilk- -",,:!4"<z•i.,,;., ,1,-,'";•V,4: ' I:: . ";',:f••,"," ,—; , „,, , - •11Z*:k,„„q. ';,',:f ....az,,,,- - - ' , - ,'444./A; •'•Y",:-''",' :,--c4' 1 ., ..=• ;!.--'1';,.>„.","• , •• - ,- • , --- -.••," f iY1,441et*,,t,,-- , ,,,•1' ' ; ,..„ , ',,,,2';',..7,40... -':1":"-....":::'''''.,,, . '-',..''''-'' f••.:6, %IA k, '•r,A-v,,,,z.",4,,,,..I,,•' ''.• ' ' ' ''' - g. .," ° ' ''ir:•'Y''''''`t,,, ,,:„, . •''' C I•,:•,...•,-.;4''...•,',4%......c..;-: 71 .r:1',, Vt .• '''...I.... , •VIA 01! ''.!;;!''' ' ,.,12-'°7'. '•• , N Authorization Number Voice Authorizeitiori:1-888-767-1982 Acceptance POiliCieSi AGREEMENT As an authorized Shell Aviation Merchant, you agree to sell merchandise products or services to authorized holders of Shell Aviation Cards. Shell Aviation Cards are issued by Multi Service Aviation (MSA)and cred t is extended by Eastern Aviation Fuels. Any references in this Agreement to the Shell Aviation Processing Center (SAPC)refer to MSA.All sales using Shell Aviation Cards must be serviced, processed, and handled by the SAPC and by no other party, The Merchant agrees that it will not enter into or attempt to enter into any agreement with any other party to allow such other party to service, process, or handle transactions generated by use of the Shell Aviation Card.. Merchants are not authorized to charge the service fee to the cardholder. Invoices must be completed via the electronic POS device provided by Shell Aviation or a device which has been certified for use by Shell Aviation Processing Center.All following references to a POS device within this agreement induce either method just described. PAYMENT SCHEDULES Payments for credit card transactions will be made via an Electronic Funds Transfer. A remittance summary to detail payments and fees will be generated by the SAPC and provided to you, SAPC has the right to offset outstanding amounts owed by Merchant on the Merchants Shell Aviation Card accounts against any sums payable to tie Merchant by Multi Service under any contract,agreement,or at rarigement, with notice in advance to Merchant CHECK THE TAIL NUMBER If a tail number(NC Reg)is embossed on the Shell Aviation Card, verify that it corresponds to that of the aircraft for which the purchase is being made. If a suspicious situation arises,please contact SAPC before any further action is taken. CARDS WITHOUT A TAILNUIVIBER SAPC does issue cards without a tail number upon request If no tail number appears on the Shell Aviation Card, positively identity the customer as being an employee of the company shown on the card. Please enter the actual tail number of the plane into the electronic POS device during the transaction. 1 mivi w R-56509 RULES AND REGULATIONS 1. VALID CARD: The Merchant will accept all valid Shell Aviation Cards when properly presented as payment from cardholders for authorized purcnases.The Merchant is required to obtain an authorization code from SAPC to ensure the card is valid, 2, COMPLETION OF INVOICE: Every transaction must be completed in full by the Merchant. Non-fuel items may be entered on the same transaction with alai or as a transaction without any fuel. The invoice shall be signed by the cardholder in the space provided, except when the card is swiped at a self-service pump. The customers copy of each invoice shall be delivered to the customer after the invoice is corn pleted. Cards must be swiped through an electronic magnetic card reader or entered manually on the electronic processing system and each transaction entered.All transactions should be settled to SAPC by 11:59 p.m. Central Time on the day the transaction took place. 3, CHAFRGEBACKS: Merchants may not receive payment from SAPC or may be subject to chargebacks for ary transactions that do not comply with the regulations andinstrections listed in these Operating Procedures. Furthermore, SAPC may chargeback any transaction to a Merchant where (a) the Merchant had previously billed the same transaction to the cardholder, (b)the cardholder was delinquent in the payment of other transactions involving the Merchant,or(c) the transaction does not represent a bona fide purchase of goods or services. In the event that SAPC receives a transaction that does not cow ply with these Operating Procedures,SAPC may elect to bill the transaction and attempt to collect from the customer. Any chargeback will be made by SAPC within 210 days from the date the transaction has been billed to the cardholder,except for erroneous or fraudulent charges,for which there is no time limit. 4. INVOICE REQUESTS: From time to time, SAPC may request a copy of the transaction receipt from the electronic POS device. Transaction copies are needed to help resolve disputes with a customer or to provide details that may assist in processing a transaction error.Transaction copies must be provided to SAPC within 5 business days, If you choose not to respond to an invoice request, SAPC has the right to chargeback thetransaction. 5. AIRCRAFT LIENS. In addition to any lien rights which SAPC might possess as a result of services provided to the cardholder, upon SAP C's payment to you (the Merchant), you irrevocably transfer and assign to MSA all rights, including lien rights,that you have arising from the transactions(s)for which you have been paid. 6. CASH PAYMENTS: No Merchant shall receive any payments from cardholders with respect to charges for a transaction irvolving the use of the Shell Aviation Card, and no cash advance shall be paid bythe Merchant to the cardholder for any Shell Aviation Card transaction. 7. REVISIONS: SAPC may revise these Operating Procedures, and any revisions shall become effectiveseven(7) days after receipt of the revisions by the Merchant.The Merchant shall be deemed to have agreed to this and any future revisions bycontinued participation in the Shell Aviation program after the effective date of the revisions_ 8. GOVERNING LAW: in recognition of tee national and international nature of aviation and the necessity for legal certainty,predictability and convenience,these Operating Procedures and all agreements,actions and transactions contemplated herein are governed and controlled by the laws of the State of Florida, including specificaly Fla,Stat. ch. 329,41 (as presently enacted),without regard to Florida's conflict or choice of law principles. SAPC CANNOT GUARANTEE PAYMENT FOR TRANSACTIONS THAT FAIL TO MEET THESEREQUIREMENTS. INSTRUCTIONS FOR COMPLETION OF TRANSACTION 1. Each transaction must be entered into your electronic POS device. Please refer to your Quick Guide or P0S Guide for POS operating instructions which can be viewed at www_shellaviationcards,com. If the purchase is$10,000 or more, the electronic POS device may instruct you to"Call Center."If so,call the SAPC at 1-888-767-1982 and give the details of the purchase as requested. The operator will give you an authorization code or state that the transaction cannot be approved. Those transactions which are approved must then be entered as a"Post Authorization." Refer to the operations guide for your electronic processing system for Post Authorization instructions, 2. Merchants are responsible for performing the batch settlement operation on the electronic POS device to electronically transmit credit card transactions to SAPC for processing. (Note: A batch is one or a series of transactions entered into the terminal that is stored until the information is electron ically transferred to SAPC.) M MWR-9 6509 MERCHANT SUPPORT If you need assistance, you can reach Shell Aviation Merchant Support toll-free at 1-888-767-1982 from 7:00 a,rn.to 7:00 p.rn. Central Time, Our verification operators and POS Support team are available 24 hours a day,seven{7)days a week, for yo(Jr convenience. MISCELLANEOUS INFORMATION If your customer wants to be a Shell Aviation cardholder,give them an application,refer them to www,sheliaviationca-ds,corn, or have them call Customer Serviceat1-888-767-1982. R1PA w)6$€5 MULTI SERVICEAVIATION Inbarlk tirtrin 174 •=11:014.714,11EMMZE •'^-"".4.71:14VIATION Authorization Number Voice Authorization: 1-877-MSA-CAR D(877-672-2273) Acceptance Policies AGREEMENT As an authorized Multi Service Merchant, you agree to sell merchandise,products or services to authorized holders of Multi Service Cards. All sales using Multi Service Aviation's Multi Service Cards must be serviced, processed, and handled by Multi Service Aviation and by no other party, The Merchant agrees that it will not enter into or attempt to enter into any agreement with anyother panty to allow such other party to service,process, or handle transactions generated by use of the Multi Service Card. Merchants are not authorized to charge the service fee to the cardholder, Invoices must be completed via the method(s) provided to you by SAPC, PAYMENT SCHEDULES Payment methods,fees, and remittance reports will be handled with you in accordance with the credit card program offered by the Multi Service contracted party(your credit card service provider), Please contact your credit card service provider for specific details on payment options and reports. Multi Service will have the right to offset outstanding amounts owed by Merchant on the Merchants Multi Service Card accounts against any sums payable to the Merchant by Multi Service under any contract agreement,or arrangement, with written notice in advance to Merchant. CHECK THE TAIL NUMBER If a tail number is embossed on the Multi Service Card, verify that it corresponds to that of the aircraft for which the purchase is being made. If a suspicious situation arises, please contact Multi Service before any further action is taken. CARDS WITHOUT A TAILNUMBER Multi Service does issue cards without a tail number upon request. If no tail number appears on the Multi Service Card, positively identify the customer as being an employee of the company shown on the card. Please enter the aircraft registration number on the invoice in the provided area MMWR-56509 •4! • RULES AND REGULATIONS 1. VALID CARD: The Merchant will accept all valid Multi Service Cards when properly presented as payment from cardholders for authorized purchases.The Merchant is required to obtain an authorization code from Multi Service to ensure the card is valid. For manual invoices, the authorization code must be written legibly on the invoice. 2. COMPLETION OF INVOICE: Every invoice must be completed in full by the Merchant. Non-fuel items may be entered on the same transaction with fuel. The invoice shall be signed by the cardholder in the space provided, except when the card is swiped at a self-service pump. The customer's copy of each invoice shall be delivered to the customer after the invoice is completed. a. For manual Merchants, imprint the Multi Service Card onto the invoice, or enter the card number and customer name in the space provided. Be sure to enter your Merchant number and the authorization code on each invoice. Multi Service invoice copies should be mailed at least weekly, and must be postmarked within 7 days of purchase,or Multi Service cannot guarantee payment to you, or your credit card service provider. b. For electronic Merchants,the card must be swiped through an electronic magnetic card reader or entered manually on the electronic processing system and each transaction entered. For electronic Merchants, transactions should be settled to your processing center by 11:59 p.m. Central Time on the day the transaction took place. 3. CHARGEBACKS: Merchants may not receive payment from Multi Service or may be subject to chargebacks for any invoices that do not comply with the regulations and instructions listed in these Operating Procedures.Furthermore, Multi Service may chargeback any transaction to a Merchant where(a)the Merchant had previously billed the same transaction to the cardholder,or(b)the cardholder was delinquent in the payment of other transactions involving the Merchant. In the event that Multi Service receives an invoice that does not comply with these Procedures, Multi Service may elect to bill the invoice and attempt to collect from the customer.Any chargeback will be made by Multi Service within 210 days from the billing date, except for erroneous or fraudulent charges, for which there is no time limit. 4. AIRCRAFT LIENS: In addition to any lien rights which Multi Service might possess as a result of services provided to the cardholder, upon SAPC's payment to you(the Merchant), you irrevocably transfer and assign to Multi Service all rights, including lien rights, that you have arising from the transactions(s)for which you have been paid. 5. CASH PAYMENTS: No Merchant shall receive any payments from cardholders with respect to charges for a transaction involving the use of the Multi Service Card, and no cash advance shall be paid by the Merchant to the cardholder for any Multi Service Card transaction. 6. REVISIONS: Multi Service may revise these Operating Procedures,and any revisions shall become effective seven(7) days after receipt of the revisions by the Merchant. The Merchant shall be deemed to have agreed to this and any future revisions by continued participation in the Multi Service program after the effective date of the revisions. 7. GOVERNING LAW: In recognition of the national and international nature of aviation and the necessity for legal certainty,predictability and convenience,these Operating Procedures and all agreements,actions and transactions contemplated herein are governed and controlled by the laws of the Stateof Florida, including specifically Fla.Stat. ch. 329.41 (as presently enacted), without regard to Florida's conflict or choice of law principles. MULTI SERVICE CANNOT GUARANTEE PAYMENT FOR INVOICES THAT FAIL TO MEET THESE REQUIREMENTS. INSTRUCTIONS FOR COMPLETION OFINVOICE ELECTRONIC MERCHANTS 1. Each transaction must be entered into your electronic processing system. Please refer to the operations guide for your electronic processing system for further instructions. If the fuel purchase is$10,000 or more,or if the non-fuel purchase is$1000 or more,the electronic processing system may instruct you to"Call Center."If so, call the Multi Service live operator at 1-877-MSA-CARD(877-672-2273) and give the details of the purchase as requested.The operator will give you an authorization code. Those transactions must then be entered as a "Post Authorization." Refer to the operations guide for your electronic processing system for Post Authorization instructions. M M W R-96509 2. Electronic Merchants must perform the batch settlement operation on the electronic processing system to electronically transmit credit card transactions to Multi Service for processing. (Note:A batch is one or a series of transactions entered into the terminal that is stored until the information is electronically transferred to the processing center.) MERCHANT SUPPORT If you need assistance, you can reach Merchant Support toll-free at 1-877-MSA-CARD (877-672-2273) from 7:00 a.m. to 7:00 p.m. Central Time. Our verification operators and POS Support team are available 24 hours a day, seven (7) days a week for your convenience. MISCELLANEOUS INFORMATION If your customer wants to be a Multi Service cardholder,give them an application,or have them call MSA at 1-877-MSA- CARD(877-672-2273). MULTI SERVICE CARD AUTHORIZATION INSTRUCTIONS FOR POST AUTHORIZATIONS If you do not have a touch-tone telephone, you must call 1-877-MSA-CARD(877-672-2273)and request an aviation authorization from a live operator. TOUCH TONE METHOD(you must use a touch-tone telephone) 1. Call1-877-MSA-CARD(877-672-2273). 2. Choose option two(2)and enter your Multi Service Merchant number using the buttons on your touch-tone phone. End the entry with(#]. 3. Enter the Multi Service Card number plus p]. 4. Enter the total dollar amount(no cents) of the sale, ending with[#]. 5. An authorization code will be given to you at thistime. 6. Write the authorization code in the upper right hand corner of the invoice in the space provided. If you need assistance, you can reach us toll-free at 1-877-MSA-CARD(877-672-2273). Our verification operators and POS support team are available 24 hours a day, 7 days a week for your convenience. M MW R-96509 01) US GOVERNMENT Ai- CAR * - •,„,* ,,,•,,s,,N;ii: , ‘- ',04,.`i'',;t' '"i4,:t ' 'i° 'GC) ,sc,-. ''''1' e ,;,,,,; '"' i!•-•..:. ' 'kt-3,:,-• ' ,;•:).,..1.,,°!-77: 4-7 .'r.1&.'",- ,,;.-4-';',1;,..Li. 4, - -:.t:j„....*_*,,,, , , -- ,, ' ,- ‘ - , _,,,,,, , 1 - :,..04„1„,..E.004i..waaanaancag iSOP•Cita Ana' ..,,0'4112Crlitk.Not " I ''''..0 ''' ..71*.6111; 1 046-'''.''':1*:' ' er.11.14,1intt M6Ltk.' tale CA No ri,RD Ar 04111wAttND PrOM44EL CONSTITUTES Me L....ANS ' * '4. '''2'''''llir-' '.',:'- :'''' , ., ' 4AnciPture come vows xaa Cr;401,02.4S 4.ACE4t Tote btAtaaaaa AtritearkAten ettfirikkirr,114ta 7' ' ' -' - ' / ' ';'44)W#4riAtrtit 14140440 14r#V*t41044/44I110$g*44CVL tl LI PO MOS NO1 OLAA4LOhlte 4A304 1 -C '''''' '44. Lliwalitirort,tret,tIlloltoka,53tewitillat,:tri..I7r4'80.if.:4 IrSeaN;:,',01,S0 ISe,4.f.,441 Vi AP e4tiNt I f 4S1'6't 1321:)1 ,) I) 1121 r -I _1 ' _ ___ '' aaaat-tatateataaY.a4aata,a7taaallopma aoraaRa * ' ' j LaWiaN414,4:44110REPLIRt SLIaterIDOZLICE C.;714.4134wL4gUlkicte, N1234V5'e ,. , ''' nCTN MIMS MASAN ast ANKNArT COWAN:1SM a raw.CINIE444,Me Cf144.4 CC .4 paalataserearornainLnAtolliN'S"IL Mrli , imill • an an gt414 aqijuittS.SESt CFR 2S460.1.4PARA•04 -AillsriN.,.. Ell ' U MAlivtunfooSPAS CIVANSCR,WRY AST0.1 111.1.1 12/22 :0;;9410111,91;iveroiretit tit*Only AIR Card® Acceptance Operating Procedures Important Co ota ctinfornlation VoireAuthonzation: +1.855.319.0570 US and Canada +1.913,217 9374 outside US arid Canada Suppon Phone: +1.36&30&3811 US and Carlacia +1.913,217.9303 outside US and Canada merichant-support@aircardsys,corn Support E-Mail: SupportFax. 41.913 217.9358 Submit your manual invoices to: By email: invoicesairearcisys.coni By fax: +1913.217.9308 By mail: AIR Card(II)Operall()Ils 0650 College Blvd.,Overland Park,ICS 66210 USA Acceptance Policies— Revised —April —2016 AGREEMENT As an authorized Merchant for Kropp Holdings Inc. ("KI II") you agree to sell merchandise, products or services to authorized holders of the U.S. Government AIR Card1). All AIR Card® sales must be serviced, processed, and handled by KHI or its subcontractor,. Multi Service .,Technology Services, and by no other - The Merchant agrees that they will not enter into or attempt to enter into any agreement with any other party. party to allow such other party to service, process, or handle transactionsgenerated by use of KHI cards.. If KHI,in its sole discretion,makes an exception to a requirement of processing a transaction, it does not negate n) clausea . in these Operating Procedures for any other transactions. SUBMISSION OF INVOICE_OR ACCEPTANCE OF AN C.S. GOVERNMENT AIR CARDEIFORPAYNIENT . CONSTITUTES ACCEPTANCE OF THE TERMS AND CONDITIONS OF THE Kill INIERCHANTAGREEN4ENT. KHI processes and reimburses the Merchant for the transaction in accordance with the terms and conditions in these Operating Procedures and established Merchant Agreement. In both types of VINIVV II 96509 transactions,all Rules,Regulations, Terms and Conditions in these Operating Procedures must be followed in order to obtain reimbursement, Merchants are not authorized to charge any fee to the cardholder except as outlined in Appendix A of these operating procedures. crow DLA ENERGY ONLY ALLOWS CERTAIN PRODUCTS TO BE CHARGED ON THE U.S.GOVERNMENT AIR CARD&ONLY THOSE PRODUCTS LISTED ON APPENDIX A OF THESE OPERATING PROCEDURES ARE ALLOWED. WORDING ON THE INVOICE MUST MATCH THE DLA APPROVED PRODUCT CODE LIST OR TIIETRANSACTION WILL BE REJECTED AND NOT PAID.IT IS THE MERCHANTS RESPONSIBILITY FOR HAVING THE MOST CURRENT LIST OF APPROVED PRODUCTS WHICH CAN BE DOWNLOADED FROM WWW.khInc.comlaircrd '**Y PAYMENTSCHEDULES will reimburse Merchant in accordance with the terms and conditions as agreed upon in the Merchant Agreement. KHI will have the right to offset outstanding amounts owed by Merchant on the Merchant's account against any sums payable to the Merchant by KM,or its affiliates,under any contract,agreement,or arrangement, with written notice in advance to Merchant.. For payment inquiries, please contact Support at. the numbers listed above, TAIL NUMBER AIRCRAFTREGISTRATIONIFIL If a tail number is embossed on the U.S. Government AIR Card®, verifl, that it corresponds to that of the aircraft for which the purchase is being made. If a suspicious situation arises, please contact Support before any further action is taken. The tail number associated with the purchase must be included with all transactions submitted for processing. ANY AIRCRAFTCARDS KHI does issue cards embossed with"ANY ACFT"upon request, If"ANY ACFT"appears on the U.S. Government AIR Card®, positively identify the cardholder as being an employee of the respective government or company. Please record the aircraft tail number/side number or Navy Identification Code (US Navy Only)/Serial number (no greater than 10 characters) on the invoice or input it into the electronic point of sale processing system. L ANDREGULATIONS 1. VALID CARD AND AUT}-IORIZAION'The Merchant will aocept all valid U.S.Govennment AIR Cards .when procerly presented as payment from cardholders for authorized purchases All U.S.Government AIR Carte purchases must be authorized prior to invoice submission Authorization must beobtained by uti€,zing one;If the authorization methods provided by Feil or by calling the number listed on the first page, SUBMISSION OF INVOICE: Merchants may submit invoices for U.S.Government AIR Cardse via various methods: A.Electronic{certified and approved by KHII Point of Sale(PDS)device,FSC Software or via electronic =e settlement B. Manual- Mail er urier?fax,or nail. Refer to the information at the top of this document for manual submission. All invoices must be submitted within 30(thirty) days after the Date of Delivery,Kill reserves the right to deny processing for any transactions received after this time. 1,0r WR-96505 Merchants may also submit invoices or batches of deliveries for U.S. Government AIR Card®transactions via electronic file settlement through the KHI secure gateway, Many companies utilize accounting software that allows transaction data to be exported into a prescribed file format, The KHJ settlement arid transaction processing system supports several of these file formats---IATA and XML for example. Electronic file submission allows for faster, more accurate processing, resulting in quicker payment to the merchant. For further information regarding electronic file submission, please contact our customer service team 7x24. 3. COMPLETION OF INVOICE:The Merchant must complete every invoice in full. Non-fuel dens may be entered on the same transaction with fuel.The cardholder's copy of each invoice or signed fuel del very ticket must be delivered to the care holder after the invoice or delivery tieeet is completed.Applicable taxes must be separately stated(example-FET, State Tax, VAT, GST,Sales Tax must each be reported cn a separate fire)as they are applied to individual product items.No more than one fuel product may be on a single invoice a. For manual Merchants, imprint the U.$, Gcvemment AIR Carte&onto the-nvoice or delivery ticket,or enter the full card number and tail number onto the invoice or the delivery ticket,U.S,Government AIR Cards®begin wit:i 78,9682.IA/hen an authorization code is required(see instructions above)be sure to enter the authorization code on each invoice. Submit invoice copies to KHI within 30(thirty)days of purchase as evidenced by the postmark date,faxed receipt date or e-mail receipt date) or KHI cannot guarantee payment to you cr your credit cardservice previeer. The minimum information required for transactions to be considered complete: 1, Merchant number or merchart identifyirg information 2. ICAO 3, Card numbe- 4, Tail number/side number or Navy unit identification code(US Navy Only)iserial number 5. Date and time ofdeiivery 6. Invoice date 7. Product or detailed des crietion of purchases(Listed as separate line items) 8. Fuel:net quantity of fuel in US gallons or liters with unit of measure clearly identified 9. Price charged perunit 10. Cost per unit for ground services and ha ndfin g 11. Pilot's signet ure and printed name 12. Signature of fueling operator 13: Cardholder name(e.g. unit or squadron name) 14. Author:eaten code(see author zation code section) 15. Invoice number andlor delivery ticketnumber 16. Card expiration date 17. Unit(price multiplied by quantity)must equal total per fine item 18 All units of measure and currency must be properly displayed 19. Invoices must be submitted in the currency in which the Merchant agreed to be paid 20, Taxes applicable to each product cr service purchased b. For electronic U,S.Government AIR Cardee Merchants the card roust be swiped through an elector ic.magnetic card reader or entered manually an the electronic processing system provided by KHI or your fuel supplier for acceptance of the U.S. Government AIR Card ,Electronic Merchants shoal settle transactions to your processing center by 1 I:59p.m.U.S,Central Standard Time on the day the ransacion took place. c. While the U S Government AIR Carc10 may be used for bath fuel and ground services,only specific aviation related ground sereces and prc ducts may be charged to the U S.Government AIR Card.).A complete list of authorized ground servipee and products is located in A ppe ntlix A of these Operating Procedures and the most current version can always be dcwreoaded at kivvvw,khinc,corrVair-card It is the merchant's reepon sib ility t o always be using the most current version,Invoices received with charges other than these authorizedcharges will be returned to the Merchant for correction and resubmission.Additionally,the bundling or packaging of ground services is not permitted and inveces reflecting packages will be returned to the Merchant for correction and resubmission 4, THIRD PARTY MANAGEMENT AND RESPONSIBILITY: In the event that Merchant utilizes the services of a thirc party subcontractor,the Merchant will acept full responsibility in managing the subcontractor.The Merchant will ensure that said Subcontractor adheres to the guidelines set forth in this decument and provides the services represented bythe Mercriarit.It is the Merchant's responsi bill tyto manage their subcontractor to obtain invoicing information and to then render an invoice to KHI for DIA approved services rendered.Should a cispute arise,KHI will work to resolve the situation with the Merchant directly and will not attempt to rernediate with a subcontractor. 5, CI-IARGEBACKS AND REJECTED TRANSACTIONS:Merchants will lot receive payment from KHI or may be subject to chargePacks or rejections for any invoices that co not comply with these Operating Procedures.KHI will chargeback orrefect, any U S.Government AIR Ca ever transaction to a Merchant where the Merchant had previously billed the same transaction to MM ll./R-96509 0 the cardholder, or the Merchant fails to provide requested tack-up information within three(3) United States business days; International merchants have up to fourteen(14)calendar days to subrrit requested back-up Information.hi the event that Kee receives an rnvo ce that does not comply with these Operating Procedures,KHI may elect tot the invoice and attempt*collect from the cardho-der,If KHI,in its sole disaetiun, makes an exception to a requirement for particular trarsaction(s),it does not negate any clause in these Operating Procedures for al:other transactions,KHI will net refund the Service Fee on any chargeback transaction,If su ch transaction is re-submitted anaddreonal Service Fee may apply, 6. CASH PAYMENTS.No Merchant will accept cash payments from cardholders with respect to charges made on U.S Government AIR Cardsee,and no cash advance will be paid by the Merchant to the cardholder for any U S Government AIR Cara*«+transaction. 7. REVISIONS:KHI may revise these Operating Procedures at its option at anytime,and any revisions will become effective seven(7)days after notice of such revisions to the Merchant.The Merenant wilt be deemed to have agreed to this and any future revisions by continued participation in the U.e Government AIR Cards program after the effective date cif the revisions. B.AUD(TAND REVIEW OF PERFORMANCE:DLA-Energy and KHI have the right at al reasonable times and on reasonable notice in writing of at least fourteen(14)days to audit and inspect your systems, procedures,supporting documentation, financial ant other books and records 10 lie extent that they relate:0 your obligations under the related Merchant Agreement and Operating Procedures.Merchants are a so required to respond to C LA-Energy or KHI surveys should the need arise. 9. GOVERNING LAW,JURISDICTION AND F. RUM:These AIR'Careet Operating Procedures Will begoverned under the laws of the State of Florida,Each of the parties agrees to the exclusive jurisdiction and forum of the federal court sitting in Cal tier County, Flurida, without 'egard to Florida's conflict cr choice of law principles, in any action or proceeding arising out of or relating toll's.Agreement,provided,however,for arty matter or controversy not qua Il eying for federal subject matter Iv ri5d ictron, the exclusive jurisdiction and forum will be in the District Court of Collier County,Florida and each of the parties agrees that ell claims in respect of he action or proceeding may be heard and detei mimed in any such court and the parties hereto agree to such jurisdiction and forum.In recognition o=the national and imernati oral nature of aviat on and the neves s+ty fcr legal certainty, predictability and converience: upon reimbursement from Kiel, Merchant irrevocably assigns to KHI all rights acquired by Merchant,including lien rights,resulting from transactions for fuel and services for which Merchant has received payment or reimbursement,to allow KHI to pursue payment from the accountholder. 10. LIABILITY:The Merchant ackeowledges that Keil anti?or any of its affiliates are acting as a processor only and at no time does title or risk of loss forany product or service supplied pass to KHI Any dispute arising under or about such a purchase is a matter between the Merchant and the acco Jnt holder purchasing the pr odea t or service.Neither party will oe liable tc the other party under the KHI Merchant Agreement a n d Operating Procedures andel',related documents for a nyindi sect cr consequential loss or damage(including loss of profile,business,contracts,anticipated savings,revenue or goodwill)suffered by the other party whether such loss is caused by that party's breach of its contractual obligations or toy any tortious act or omission (including negligence)or in any other way. 11. INDEMNIFICATION:Except for Kopp Holdings Inc.'swillful misconduct,gross negligence or negligence,and to theextent auh.'x 1 bylevv.Merchant agrees to indemnify and had harmless Keil office-s,directors,employees,successors assigns,subsidiaries,and affiliates from and against any and all lose ,damages,costs,and expenses(including,without limitation,any reasonable attorneys' fees and court costs),hatelties,claims,settlements,and judgments arising out of(i)Merchant's or its employees'or agents'gross negligence, willful misconduct or negligence in the performarce o its duty and obligation under the Merchant Agreement cr Operating Procedures or related documents,i iisthe failure by Merchant or its employees or agents to properly complywth the temis of the Merchant Agreement or Operating Procedures or related documents; (iii}Merchant or its employees' or agents'errors or orrissions 'egarding the subject. matter hereof; or (iv) the sale of products or services to AIR Cards'' holders. The foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statutes, Sectcn768.28, nor shall the same be construed to constitute agreement by either party to rncemnify the other party for such other party's negligent, grossly negligent,vnllful or intentional acts or omissions, Except for Merchants willful misconduct gross negligence or negligence Keil agrees to indemnify and hold harmless Merchant, its officers,directors,employees,successors,assigns.subsidiares and affiliates from and against any end all losses,damages, costs,and expenses(including,without!imitation, any reasonable attorneys'fees and court costs).liabilities,claims, settlements, and judgments arising out of (i) KHI or Its employees' or agents' gross negligence, willful misconduct or negligence in the performance of its duty and obligation under the Merchant Agreement nr these Operating Procedures or related documents; (ii) the failure by Kill or its employees or agents to properly comply with the terms of the Merchant Agreement or these Operating Procedures or related documents;or(iii)Kill or its employees'or agents'errors or omissions regarding the subject matter hereof. 12. FORCE MAJEURE NCithar party will be liable to the other fer failure to perform under the KHI Merchant Agreement or these Operations Procedures or related documents where such failure to perform is due to arty natural disaster,fire,flood, steers strike,labor enrest,acts c'G od,equipment or power interrupt oils(when not due to the negligence of the nonperforming party,its employees end contractors),interruptions in the telephone systems,failures in third-party computer software or hardware,or any cause beyond the non-performing party's reasonable control provided trat written nctice of such force majeure event is provided to the other party within ten(10)days cf such event.However,in the event that any party declares force mates re and will be unableto recommence performance within sixty(60)days of the date of the onset of fat ce majeure,the parties agree that they will meet and negotiate in good faith ieoneerning acceptable solut.ans to the situation, i1itei - W/`2r1322$02`tj 13. TAX EXEMPTION:The U.S.Government expects tax exempt status for Merchant transactions as a Merchant requirement for participation in the program.KHI will work wth global rnerchants to oOle i-i tax exemption s nn behalf of the US Government. fteVe:-,F 1133255?211) KHI will also work with the US Government to resolve such issues if they should arise. 14.DATA MAINTENANCE:The merchant is responsible and expected to maintain current price and contact data within the system via EAS or by contacting KHI's 7x24x365 Customer Service Team. KHI DOES NOT GUARANTEE PAYMENT FOR INVOICES THAT FAIL TO MEET ANY OF THESE REQUIREMENT(S) SET FORTH [NW&= 2/1332502/1] VISA/MASTERCARD ,,_.,,,,,,,,,,,e. 77,,,,....,-,:sw,,,,,,,,p, m, aste :,,,,,,,,,,.., ,,.,,, _,,,,,,,,, ‘ ..,,,, ., , , . , Fes, ,, . . ,,,, , ....„„ ,,„,_,...„,,,,,....,..„,....„:„..„„....,,,,,.„,..,,,,..„ ..,.,..........,,,.„,„...,,,,,,,,..„,, _ ,,,i. c:„.„,,,,,,,„..„„; ,...,,,,,...,„:,,,,,,, „,,,..,,,„.„,, ,,,, Authorization Number Voice Authorization:1-866-401-4852 Acceptance Policies United States & Canada By accepting Visa and MasterCard for payment underthe Shell Aviation Program,you agree to the following terms and conditions. Section A—Definitions 1)DEFINITIONS. a)Account:The commercial checking Account at a financial institution acceptable to MSA and designated by Merchant to facilitate payment for Transactions,Chargebacks,returns,adjustments,fees,fines,penalties,and other payments due under this Agreement. b)Agreement:The TOS,any Addendum,the Merchant Application,the Merchant Operating Guide,and any other guides ormanuals provided to Merchant from time to time,and all additions to,amendments and modifications of,and all replacements to any of them,as applicable. c)Authorization:Merchant's request for approval of a Transaction by an Issuer.Authorization is initiated by accessing the authorization center by telephone or electronic terminal. d)Authorization Code:The code sent by an Issuer in response to an Authorization request. e)Automated Clearing House(ACH):The funds transfer system governed by the rules of NACHA.ACH allows financial institutions to clear interbank entries electronically. f)Bankruptcy Proceeding:With respect to a Person means(i)that the Person or any subsidiary of such Person shall: (i)commence a voluntary bankruptcy case under United States bankruptcy laws(as now or hereafter in effect);(ii)file a petition seeking to take advantage of any other applicable laws,domestic or foreign,relating to bankruptcy,insolvency, reorganization,winding up or composition or adjustment of debts or any other similar conservatorship or receivership proceeding instituted or administered by any regulatory agency or body;(iii)consent to or fail to contest,in a timely and appropriate manner,any petition filed against it in an involuntary case under such bankruptcy laws or other applicable laws or consent to an Involuntary Bankruptcy Proceeding;(iv)apply for or consent to,or fail to contest in a timely and appropriate manner,the appointment of,or the taking of possession by,a trustee,receiver,custodian, liquidator,or similar entity of such Person or of all or any substantial part of its assets,domestic or foreign;(v)admit in writing its inability to pay its debts as they become due;(vi)make a general assignment for the benefit of creditors;(vii)make a conveyance fraudulent as to creditors under any applicable law;(viii)take any action for the purpose of effecting any of the foregoing;or(ix)that a case or other proceeding shall be commenced against the Person or any subsidiary of such Person in any court of competent jurisdiction,or through any regulatory agency or body,seeking:(A)relief under United States bankruptcy laws(as now or hereafter in effect)or under any other applicable laws,domestic or foreign,relating to bankruptcy,insolvency,reorganization,winding up or composition,or adjustment of debts;or(B)the appointment of a trustee,receiver, custodian,liquidator or the like of such Person or of all or any substantial part of the assets,domestic or foreign,of such Person or any other similar conservatorship or receivership proceeding instituted or administered by any regulatory agency orbody. g)Card Not Present:The processing environment where the Payment Device is not physically presented to the Merchant by the Cardholder as the form of payment at the time of the Transaction. M M W R-96509 N.) Card Not Present includes,but is not limited to,Mail Order,Telephone Order,and Electonic Commerce Transactions, h)Card Present The PrOCeSSing environment where the Payment Devoe is physically presented to the Merchant by the Cardholder as:he form of parrer t at the time of sale, i)Cardholder-(i)The individual in whose name a Payment Device has been issued,and(ii}any individual av ho possesses and uses a Payment Device and who Pu rports to be the person in whose name the Payment Device was issued or whose signature appears cn the Payment Device as an authorized user. j)Chargeback.A sales Transaction disputed by a Cardholde•or Issue-pursuant to the Payment Network Regulati one, k)Conficential information:All information or items proprietary ta MSA,of which the Merchant obtains knowledge or access as a result of he Merchant's relationship with MSA, including, bia not limited to.the following types of information arid other information of a similar nature(whether or not reduced to writirg),subject to the Florida Public Recards Law Chapter 119,Florida Statutes: scientific.technical.or Ousel ess information.product mak eup lists,ideas,corcepis,desigrs,drawings,techniques,plans,calculations,system designs, formulae,algcrithrns,programs, software{source and Object code), hardware,manuals,test procedures and results,identity ano desoription of computerized records,identity and description of suppliers,castomer lists,processes.procedures,tlide secrets, know-how,'marketing techniques and material,marketing and development plans,price lists,pr cing policies,and all()Merl.:nanciat Information. 1;Convenience Fee Any fee or charge for the use of a Payment Device in a Transaction. m)Credit Card:*i)Visa card or other card bearing the symbol(s)of Visa Inc,(ii MasaarCard card or other card bearing tt•e symbol(s)of MasterCard Inc,:or (a)any card bearing the symbol of any over Credit Card Association r)Credit Ca rd Associalionsai)Vsa lac;(ii)MasterCard Inc.; iiiand any other organization that provides Cards that are accepted by Merchant by agreement with MSA. o)Credit Card Rules:All applicable rules and operating regatations of the Credit Card Associations.and all rules,operating regulations,and guidelines for Credit Card Transactions issued by MSA from time to time,including ,,vihout Imitation,all amendments,changes and revisions made thereto from time to time. p)Credit Transaction Receipt,A document,in paper or electronic form evidencing a Merchant's refund or price adjus:rne rit to be credited to a Cardholder Acccunt q) ERE;Eastern Aviation Fuels,Inc. EBT Card.A card utilized for electronic ber efits transfers. s) EFT Networks:(i)Intertink Network Inc,,Maestro USA,Inc.,Visa,and MasterCard'and(ii)any other organization or association that hereafter authorizes MSA to authorize,capture and/or settle Transact ens effeceed with debit cards.and any successor organization or associat on teeny of the foregoing, t)Electronic Check Service Associatore Visa,NACHA,and any other organization or association hereafter designated as an Electronic Check Service Association by MSA from time to time. u)Electronic Check Service Rules:All applicable rules and operating regulations of the Electronic Check Service Ass octet ions,and all rules,operating regulations,and guidelines for Electronic Check Service Trar sections ssued byriASA from time to time,including without limitahon,all amendments, changes and revisions made thereto from tirneto utile v)Electronic Correa erce Transaction:A Transaction that occ Jrs when the Cardholder uses the leternet to ma ke a purahase frnm a Merchant era Merch uses the Internet to submit the Transaction for piocessingto MSA. w)Interchange The clearing and settlement system for Visa and MasterCard Credit Cards where data is exchanged between MSA and the Issuer. a)Issuer,The financial institution or other entity that Issued the Credit Card to the Cardhotder. y)Laws;All applicable state,federal and local laws,rules,and regulations,orders and decrees,as amended from time to time. z)Mail Order/Telephone Order(1M070)Transaction;For MO,a Transaction that occurs when the Cardholder uses the rr ail to make a purchase from a Merchant and for TO,a Transaction that occurs when he Cardholder uses a telephone to make a purchase from a Merchant. ea)MasterCard:MasterCard Inc. bb)Merchant Application,Any document containing information regarcing Merchants business that is sabre itted to MSA in connection with Merchant's applicatinn for processing services,including documents submitted by Merchant as a Jae of the bid process,if applicable. cc)Merchant Operating Guide:The operating manual provided by MSA to Merchants.The Merchant Operating Guide may be amended from time to t Inc by MSA in its sole discreticn,with written notice in advance to the Merchant. cid)MSA:Mui Service Aviation,a division of U.S,Bank National Association. ee)National Automated Clearing House Association 1,NACHA):The rational association that establishes standards,rates,arid proced tires to eneele depository financial ins:eat:ens that are members of reg ionalACH 6950ci alio ns.to exchange electronic payments, NiVi R-06509 ft)Payment Device:Any device used for the pc rpose of obtaining credit or debiting a desenated Apeount including a Credit Card or otherdevice created to be used for the purpose of obtaining credit or de oiti eg a designated Acoeunt that is now or hereafter effected thrcugh Transactions wth Merchants, gg)Payment Network:Any Credil Card Association,EFT Network,Electronie Cheek ServiceAssciciation,governmental agency or authority,and any other entity or association that issues cr sponsors a Payment Device. hh)Payment Network Regulations:Individually and collectively,as the context may dictate,the Credit Card Rules androrthe Electronic Check Service Rules, in Person:Any individual,firm,corporation business Ont.pa-thership,governmental agency or authority,or other entity and shall ir dude any successo-(by merger or othenMee)o'such entity, jj)POS Device:A terminal,software or other point-of-sate dev ce at a Merchant location that conforms to the requirements established front time to time by MSA and the appl ic able Payment Network. kk)Prepaid Cards:A reloadable card having available funds to the Cardholder paid for in advance. II)Program:The Payment Device processing services aid other related products and services received by Merchant pursuant to theAgreernent. mm)Reserve Account TneAcccunt established porsuart to Section(15)(6'p. an)Reserve Amount;The arnoure established pursuant to the calculation set forth in Section(B)6). co)Reserve Event The events designated in Section B(6)(Be pp)Retrieval Request:A request imtiated by a Cardholder or Issuer that requires the Merchant to produce a legible copy of the Cardholder's signed Transaction Rece pt within a specifier,period of time. cq)TOS:These Terms of Service and all additions to,amendments, and modifications of,and at replacements to the TOS, as applable. rr)Transaction.Any action by a Cardholder using a Payment Device and a Merchant that results in activity on the Cardholders Account(e.g.,payment, purchase,refund,or return). se)Transaction Receipt:The paper or electronic record evidencing the purchase of goods or sery ices from,or payment to,a Merchant by a Cardholder using a Payment Device, It)Value Added Services:Any product or service provided oy a third party unaffiliated with MSA to assist Merchant in pracessing Transactions.including without limitat on, Internet payment gateways,integrated FOS Devices,inventory management and Accounting tools,loyalty prograrne,fraud prevention programs,and any other product or service that participates,directly or indirectly,in the flow of Transaction data, vu)Vise:Visa Inc 2)RULES OF CONSTRUCTION_ Capitalized terms used and not otherwise defined herein sha I have the meanings ascribed to such terms in theTOS, Singular terms shall Inc ude the plume.,and vice versa,unless the context otherwise requires. The words*hereof,"'herein,'and"hereunder,"and words of similar Import when used in the TOS shall refer to the TOS and not to any particular provision of the TOS The word'day"shall mean"calendar day,unless specilcally stated otherwise. In the event of a conflict between the terms of Section B-General Provisions,and any subsequent section of the TOS,the-terms of the s uhsequent section shall prevail. Sect on -General Provisions 3)ACCEPTANCE OF PAYMENT DEVICES. Merchant shall determine in accordance with the Payment Network Regulations and the Agreement which types of Payment Devices it will agree to accept as payment for goods and services, The terms and conditions for the acceptance of Credit Cards are,set forth in the TOS, The terms and conditions for the acceptance of any Payment Devices othei'than Credit Cards shall be set forth in one orrr ore addenda(each an "Addendum'),which shall incorporate the TOS by reference. Each Addendum shall be governed cy the TOS,as well as by the terms set forth In the Addendum 4)DEPOSIT OF TRANSACTIONRECEIPTS, a)Funds. re-eo MM./911-96509 Depoets.Merchant agrees that the Agreernert is a contract of aria ncial accommodation within the meaning of the Bankruptcy Code,11 U S.C.Section 365, as amended from time to time. Subject to this Section, MSA will deposit to the Account all funds evidenced by Transaction Receipts complying with the terms of the Agreement ard the Payment Network Regulations aid will provide Merchant provisional credit for such funds;less recoupment of any Chargeoacke,returns,adjustments,fees, fines,penalties,and other payments due under theAgreemert). Merchant acknowledges that Merchant's obligatioe to MSA trail amounts owec under the agreement arises Out of the same transa ct ioe as MSA's obligation to deposit funds to the Account. i Provisional Credit.All Transaction Receipts and deposits are subject to audit and final checking by MSA,and may be adjusted for inaccuracies or errors Merchant acknow edges that all credits for funds provided to Merchant are provisional a rid subject to Chargeoacks and ad.ustm ores in accordance with the Payment Network Regulations,whether or not a Transaction is charged tack by the Issuer. MSA may elect to grant co nd iticeal credit for individual or groups of Transaction Reeelpts, Final credit for Transaction Receipts will be granted within MSA's sale di scretiun. iii)Or igiral Transaction Receipts.Under no circumstances w II MSA be responsible for processing returns,refunds,or adj Jstments related to Transactions not criginaliy processed by MSA. t)Processing Limits, MSA may impose a cap on the dollar amount of Transaction Receipts that it will process for Merchant This limit may be changed from t me to time without prior notice tokierchare. If Merchant exceeds the established limit,MSA may susoend the processing of Transaction Receipts,and either return all Transaction Receipts evidencing f.rnds over the cap to Merchant or hod those deposits ir a sepa rate Account or Reserve Account. c)Chargebacks, Merchant is fully liable to MSA for ail Transactions returned to MSA for whatever reason including all Chargebacks. Merchant will pay MSA for all Chargebacks. Merchant agrees to accept for Chargeback,and will be liable to MSA in the amount of any Transaction for which the Cardholder or Issuer disputes the validity of the Transact en teeny reason. Merchant authorizes MSA to offset from funds due the Merchant trTrerrsaction activity for the amount of all Chargebacks,with written notice in advance to Merchant. Merchant will fully ceoperate with MSA in complying with the Payment Network Regulations regarding Chargebacks 5)ACCOUNT. a)Establishment andAuthority. Merchant will establish and maintain one or more Accounts witi its devosicee institution to facilitate pa yrnentfor Transactions, Merchant will maintain sufficientiunds I n the Account to accommodate all Transactions contemplated by tee Agreement and all Chargeticcks,returns, adjustments,fees fines.penalties, b)ACH Authorization. Merchant authorizes MSA and its respective veld of3 and agents to initiate credit entries to the Account,the Reserve Account,or arty other ACCOU el emir laired by Merchant at any institution that is a receiving member of AC H,all ft accordance with the Agreement. This authorization will remain in effect after tenrninattor of the Agreement and until all of Merchant's obligations to MSA have been paid in full, In the event Merchant changes tneAccount,tlis authorization will apply to the newAcnount and Merchant shalt provide MSA such information regarding the new Account as they cletinnecessary. It may take MSA up to ten(10)business days after M SA's receipt of a written notice kern Merchant to reflect ei its system any change to Merchant's Account 6)SECURITY INTERESTS,RESERVE ACCOUNT,RECOUPMENT,AND SET-OFF, a)Security Interests. M MWR-9650a 4.; . ie SecurityAgreement The Agreement constitutes a security agreement under the Uniform Commercial Code,Merchant grants to MSA a security interest (A)present and future Transaction Receipts;and e,„13)any amount which may be due to Me-chart under the Agreement,includirg,without limitation,all rights to receive any payments or credits under the Agreement rcellectleely,the mSecuredAesets"). This security interest will secure all of Mercbaers obligations under the Agreement and any other agreements ncwexisting or later entereC into between Merchant and MSA including Merchant s obligation to pay any amounts due and owing to MSA. MSA may execute this security interest with written notice to Merceent Perfection.Upon request of MSA,Merchant will execute one(1)or more control agreements mother documents to evidence or perfect this security interest.Merchant represents and warrants that no other person or entity has a security interest in the Secured Assets. With respect to sirch security interests and liens,MSA wit have all rights afforded under the Uniform Commercial Coce any other applicable law and in equity. Merchant will attain teem MSA written consent prier to grenling a security interest of any kind in the Secured Assets lo a third party. Merchant agrees that this is a contract of recoupment and MSA are rio required to file a motion for retiefrom a bank re.ptcy action automatic stay to realize any of the Secured Assets. b)Reserve Account. I)Establishment.MSA may establish a Reserve Account in the Reserve Am Dun I.upon the occurrence of a Reserve Event for the purpose of providing a source of funds to pay MSA for any ano all amounts owed by Merch ant. ii)Reserve Amount.The Reserve Amount is equal to the aggregate dollar value of: Average%credits to processing volume during the same period 4 average%Chargebacks to processing volume during the seine period)rnultiptied by four multiplied by average monthly pr ecess in g volume elus one month's average fees plus#days delayed delivery multiplied by the average days processing volume]. For purposes of this calculatIon,the number of days delayed delive ry means the number of days between the date on which the Cardholders Payment Device is charged and the date the Cardholder receives and.s satisfied with theproduct Merchant must obtain prior consent from MSA to change the Account, If Merchant does not get such consent,MSA-may immediately and without notice terminate the Agreement and may take any other action either of them deems r ecessary in their discretion. MSA have the right to rely upon written instructions submitted by Merchant to request changes to the Acoount. Merchar t may request from MSA written confirmation MSA's consent to change the Account. a)Account. If the Account is maintained with MSA(as part of US,Bank National Association),MSA will depose alt funds evidenced by Trars action Receipts to the Account subject to Section (B)(4)of the TOS, rettereert-9 4509 - C.; MSA will rnake deposits to the Account pursuant:o the Agreement and the ADH Authorization(defined below) To the extent required,Merchant authorizes anti appoints MSA to act as Merchants agent to collect Transactian amounts from the Issuer. MSA,in its sole discretion,may grant Merchant provisional credit For Transaction amo,mts in the process of collection,subject to receipt of final payment by MSA and subject to all Dhargebacks,retufla,adjustments,feestines,penaties,end any other paymentsdue under the Agreement. Merchant shat maintain sufficient funds on deposit in Merchant's Account to pay at items as they come due ir the ordinary course of buslaeSs. d)Assered Errors It is the responsibility of Merchant to reconcile th estaterrie nts regarding Transaction activity received from MSA any Payment Network,arid any third party vendors with the statements Merchant receives for falercriard'sAncount. Merchant must promptly examine all statements relating to the Accaunt and immediately notify MSA in writing of any errors In the staterrent Merchant received fromMSA. Merchants written notice must include: (I)Merchant name and Account number.(i)the the dollar amount of the asserted en or,IA a description of the asserted error,and{iv)ar explanation of why Merchant believes an error exists and the cause of it,if known. That written notice must be received by MSA within fifteen(15)days after Merchant receives the statement containing the asserted error. If Merchant fats to provide such notice to MSA within said fifteen,15)days MSA shall net oe liable to Merchant for any errors Merchant asserts at a later date. Merchant may notmake any olaim against MSA to-any loss cr expense relating o any asserted error for testy-nye(45)days immediately following MSA's receipt of Merchant's written notice. During that forty-five(45)day period,MSA will be entitled to investigate the asserted error,and Merchant shall not incur any cost or expense in connection with the asserted error without notrlying MSA, e)Depository Institution. Merchant authorizes its depository institution to grant MSA access to any and all information or records regarcing the Account,as required by law, Merchant authorizes ASSA to direct the depository institution to hold funds in the Account in an amount which MSA,in their respective discretion,either individually or collectively,deem sufficien t to fully protect MSA's rights under this Agreement. Merchant d Ireets the depository institution to immectiat.eay comply with any such direction from MSA, f)Indemnity. To the extent permitted by law, Merchant will indemnify ard hold harmless MSA for any action they take against the Account or Reserve Account pursuant to the Agreement subject to Florida Statutes§75a.28. To the extent permitted by law,Merchant will also indemnify and told harmless the depository institution at whien Merchant maintains Merchants Account for acting In accordance with any instruction from MSA regarding the Account,subject to Florida Statu:es§758.2a. g)Reserve Event. The fOacwing wit constitute Reserve Events: (a)fraudulent activity in any monthly period that equal or exceeds one percent(1%4 of Merchant's average monthly visurne over the preceding twetse(12) month period,(b)Chergebacks in any monthly period:rat equal or exceed 1%of the total dollar value of mourning items to MSA,(c)MSA's reasorable belief that Merchant has accepted deposits but has not delivered tnegoods or services,(d)the cornme ncement of a Bankruptcy Proceeding by oagainst Merchant,(e)termination of the Agreement for any reason,(f)nonpayment of amounts owed to MSA,anc (g)the occurrence of an adverse change in Merchant's fir andel condition. h)Funding. MSA may fund the Reserve Accoun'up to the Reserve Amount by depositing Into the Reserve Account funds they would otherwise be obligated to pay Merchant, Ma/MR-96509 ) I)Termination of Reserve Account. Funds held in the Reserve Account shall remain in the Reserve Account until each of the following has occurred: )the Agreement has been terminated; and(2)Merchant has paid in full all amounts owing or that could ever be owed under the Agreement including all Chargebacks,returns,adjustment,fees,fines,penalties,and any other payments due under the Agreement. In no event shall Merchant be entitled to a return of any fines remaining in the Reserve Account before 270 days following the effective dete after initiation of the Agreement. fl Recoupment and Set-off MSA retains the right of recoupment and set-off. This means that it may off-set any outstanding or uncollected amounts owed to them from: (I)Any amounts they would otherwise be obligated to deposit into the Account;and(ii:Any other amounts they may owe Merchant under the Agreement. Merchant acknowledges that in the event of a Bankruptcy Proceedmg,in order for Merchant tc provde adequate prolectici under Bankruptcy Code Section 262 to USA.Merchant must create or maintain the Reserve Account and either of them shall have the right to offset against the Reserve Account for any and all obligations Merchant may owe to MSA,without regard to whether the obligatiois relate to Transaction Receipts Initiated or created before or after the filing of the bankruptcypetition. k)Remedies Cumulative. The rights conferred USA in this sect on are not intended to be exclusive of each other or of any other rights and remedies MSA under the Agreement,at law or in equity. Rather,each and every right of MSA under the Agreement,at law or in equity is cumulative and concurrent and in addition to every other right. 7)FEES;OTHER AMOUNTS OWED;TAXES. a)Fees. Merchant will pay MSA fees for services,supplies,and equipment n accorOanCe with TOS_and any additional application or setup form( ). Such fees will be calculated and debred from each transaction processed on an MSA card. MSA shall have the rightto change fees,including adding fees for additional services utilized by Merchsnt,pass through to Merchant increases in interchange,assessments,or fees imposed by a third party upon C:4)days written notice. b)Other Amounts Owed Merchant will immediately pay MSA any amount incurred by MSA attributable to the Agreement,including,without imitation,Chargebacks,returns, adjustments,fees fines,penalties(including all tines and penalties assessed by the Payment Networks as a result of Merchant's Transaction processing), and any other payments due under the Agreement. MSA may withhold these amounts from Merchant's next payment MSA may charge interest,as allowed by Lan,on ell uncollected items that are Inure than thirty(30)days past due. c)Taxes. Merchant is also obligated to pay all taxes and other charges imposed oy any governmental authority on the goods and services provided under the Agreement. If Merchant is a tax-exempt entity,Merchant will provide MSA with an appropriate certificate of tax exemption. El)ACCURACY OF INFORMATION;INDEMNIFICATION;LIMITATION OF LIABILITY. a)Accuracy of Inf orrnat on. Merchant represents and warrants to MSA that all information provided to MSA In the Merchant Application,in the bid process if applicable,or otherwise In the Agreement is correct and complete, MMWR-96509 " 4) rcbant must notify MSA in writing of any changes to such nformatior,including,without Imitation,any additional location or new business at which Merchant desires to accept payment sereces.The identry of principals ardor owners,the form of business organization(Le.,sole proprietorship, partnership,etc.),type of goods and serdices provided and how sales are com pies ad(i.e.,by telephone, mail,electronic commerce,or in person at Merchants place ofbusinesse. The notice must be reneived by MSA at least ten('0)business days prior to the change. Merchant will provide any additional information requested by PASAwIth In a reasonable time To the extent permitted by law.Merchant wilt defend,incernnIfy,and hold hareress MSA for all losses and expenses incurred by MSA arising out of any suchthange,whether or not reported to MSA,or Merchant's failure to provide requested information,subject to Florida Statutes§768.28_ MSA will be liable for and indemnify,defend,and hold harmless Merchant and as respective employees,officers,directors,and agents against all claims, inducing eta imsmade by third parties,losses,damages,liabilities or expenses arising out of the Areerment and for all reasonable attorneystees and other costs and expenses paid or incurred by Merchant in the enforcement of this Agreement,including those resulting from any Transaction processed under the Agreement or any breach by MSA of the Aeneemene MSA may immediately terminate the Agreement upon notification by fvtercha et of a change to the information in the Merchant Application 1 Merchant authorizes.MSA to contact credit reporting agencies and Merchant's creditors tc make inquiries and obtain reports regarcing Merchant's credit eta mding upon MSA's receipt of the Merchant Applicator by!damnification. To the extent permittec by law,Merchant will be liable f or and Indemnify,defend,and hold harmless MSA and its respective employees,officers, cirectors,and agents ace inst all claims, including clairr s made by third parties,losses,damages,liabilities orexpenses arising out of the Agreement and for all reasonable attorneys'fees and other costs and expenses paid or incurred by MSA 0 the enforcement of this Agreereent, including those resulting from any Transaction processed under the Agreement or any breach by Merchant of the Agreement and those related to any Sankr.iptcy Proceeding,subject to Florida Statutes§768.28. MSA eel,be liable far and indemnify,defend,and hold harmless Merchart end its respective employees,offieerS,d rectors, and agents against all claims,in eluding claims made by thief parties,losses,damages,liabilities or expenses ar sing out of the Agreement and for all reasonable attorneys'fees and other costs and expenses paid or Incurred by Merchant in the enforcement of this Agreement, including those resulting from any Traesacion processed under the Agreement or any breach by MSA of the Agreement. c)Limitation cfLlMility. Merchant acknowledges that MSAs fees tor the services provided to Merchant are very small in relation to the funds advanced to Merchant for Transactions and consequently PASA's wIlingness to provide theseserdices is based on the liability limitations contained in the Agreement.. In no event will MSA or its agents,officers,directo-s,cr employees be liable for indirect exemplary,punitive,special,or consequential damages. d)Perfoimance, MSA will perform all services in accordance with this Agreement. PASA makes no other warranty,express or implied,regarding the services,and r oth ing contained in the Agreement will constitute such awarranty, &ISA dischern all implied warranties,'ncluding those of merehantability and fitness fora particular purpose, PASA shall not be table for any failure or delay in its performance of this Agreement if such failure or delay arises for masons beyond the control of MSA and without the fault or negligence of PASA. 9)REPRESENTATIONS A NOWA RSANTIES. Merchant represents and warrants to MSA as cf the time the Ag reement is effective,arid reaffirm to PASA eat h time a Transaction is effected during the initial tern or any renewal term of the Agreement,the following: a)Information. Merchant is a corporation,limited liability company,partnership,or sole proprietorship%.etidly existing arid organized in the United Slates. All information provided in the Merchant Application,in the bid process if applicable,cr any other document submitted to MSA is true and complete and properly reflects the business,fir ancial condition and principal partners,owners or officers of Mercha MSA has the right to rely upon written instructions submitted by Merchant to request changes to the Merchant's business information Merchant may request written confirmation of VISA'sconsent tothe changes to the Merchant's business informat on. Merchant will not submit Transactions for processing to MSA for any businesses,products,or methods of selling other than those eel forth in the Merchant Application at the time Merchant applies tor services without the prior written consent of MS/k. b)Corporate Power, Merchant and the persons signing tee Agreement Have the power to execute and perform the Agreement. M Nivea-96509 ( eve Merchant represents and warrants that the person executing the Agreement is authorized to bind Merchant and each affiliated entity identified in Merchant Application to all provisions of theAgreement as if each affiliated entity had executed the Agreement,and that such person is authorized to execute any document and to take any action on behalf of Merchant which may be required by MSA,now or in the future. MMWR-96509 Further,Merchant represents and warrants that segning a neer performing in accordance'or ith the Agreement will not violate any Law,or conflict with any othe-agreement to which Merchant is subject. c)No Liegation, There is no action suit,or preceeding pending,or to Merchant's knowledge,threateeed which if decided adeersely would impair Mereh ant's ability to carry on its business substantially as no conducted or which would adversely effete Merchant's financial cor dition or operations. Merchant has never been placed on the MasterCard MATCH system eormerly known as the Combined Tenanted Merchant File},or,if Merchant has, Merchant has disclosed that fact to MSA inweeng, d)Transactions, All Transactions are bona fide, No Transaction involves the use of a Payment Device fc r any purpose other than the purchase of goods ar services from Merchant or a return or adjustment related to such purchase. No Transaction involves Cardholder obtaining cash from Merchant unless allowed by the Payment Network Regulations and agreed to in writing with MSA e)Compliance with Laws and Regulations. Merchant will comply wIth all Laws and Payment Network Regulations, f Business Use, Merchant is obtaining and using the processing services from MSA for business purposes only and to facilitate lawful business Transactions between Merchant and Merchant's customers, Merchant also acknowledges that the Account Into whicn credits are made is being esed for lawful business purposes only. 10)AUDIT ANDINFORMATION a)Audit. Merchant authorizes MSA to perform an audit of Merchant's business to confirm compliance with the Agreement Merchant will obtain and submit a copy of an audit from a third party of the financial, physical security, infarrna bon security, and operational facets of Merchant's business at its expense when requested by MSA, Further, Merchant acknowledges and agrees that the Payment Networks have the fleet to audit Merchant's busiress to confirm compliance with the Payment Network Regulations, b)Information i)Authority. Merchant authorizes MSA tomake,from time to time,any business and personal credit or other inquiries they consider necessary to review the Merchart Application or continue to provide services under the Agreement.Merchant also authorizes any person or credit reporting agency to compile informatiar to answer those credit inquiries and to fairish that Ink mutton to MSA. ii)Financial In(ormation. Upon the request of MSA,Merchant will provide MSA auditedfinancial statements prepared by an independent certified peblic accountant selected by Merciant.Merchant further agrees to provide to MSA such other information regard ng Merchant's financial condition as MSA may request from time to time.Within 120 days after the end of each fiscal year,Merchant will lionise M$A,as requested,a financial statement cf profit arc loss for the fiscal yea,' and a balance sheet as f the end of the fiscal year. • c)Customer Identification, To help the government fight tee funding of terrorism and money tau!leering activities,Federal la w req ui res all finantIal institutions to obtain,veriee and record information that Identifies each person who opens an Account, Accondingly,Merchant must provide certain information and identifying documents to allow MSA to identify Merchant, 11) RESPONSIBILITY FORACTIONS. Merchant is responsible for th e actions of or failure to act by Merchant's officers,directors,employees,agents,business Invitee%and those of any other Person who,with or withoet Merchante consent or cooperation,obtains access to Information related to Transactions, 12)FRAUD MONITORING Merchant is scaly respensiele for monitoring Merchant's Transactions and the actions of Merchants officers,directors,employees.agents,business Iry itees,third party vendors,including Value Added Services,and those of any other Person who,with or without Merchant's consent or=operation,obtains access to Merchant's Transactions,for fraudulent or other suspicious activity. MSA is under lo duty to monitor Merchant's transactionfor frauculent or other suspicious activity Meier tt-e eeetee 0 • at 13)BUSINESS CONTINUITY, Merchant is solely responsible for developing and maintaining a cisaster•recovery p an. Merchant should test the operation of such plan or parts thereof,on a periodie basis to ensure its effectiveness if providing disaster recovery capability°.e Merchant. Merchant will maintain sufficient"backup"information and data(e g. Transaction Receipts or detailed reporting)with respect to Transactions in order to reconstruct any information or data loss due te any system malfunction. MSA is under no duty to recreate lost Transactions 14)THIRD PARTIES. a)Products or Services. Merchant may desire to employ Value Added Services to assist Merchant, Merchant shall not utilize any Value Added Services,unless Merchant has disclosed such use to MSA previously in writing,and unless such Value Added Services are fully compliant with all applicable Laws and Payment Network Regulations. Merchant must ensure that any Value Added Service used by Merchant is registered with the Payment Networks prior to the performance of any c Detre cted services on Merchant's behalf. Further,Merchant will be bound by the acts and omissions of the third party offering such Value Added Services and Merchant will be responsible for ensuring compliance h,y the third party offering such Value Added Services with all apples ole Laws and Payment Network Regulations. To the extent permitted by law,Merchant will indemnify and hold harmless MSA frcrn and against any loss,cost or expense incurred it connection wife or by reason of Mercia nes use of any Value Added Service,subject to Florida Statutes§768.26. MSA is rot responsible fortheValue Added Services provided by an unaliliatee third party and MSA is not respcnsible for any Transaction until MSA receives data for the Transaction in tne format required by MSA. b)Use of POS Devices Provided by Others, In addition to the foregoing,if Merchant uses Value Added Services for the pu-poses of data capture and/or authorization,Merchant agrees: (I)that the third party provideig such services will be liaerchant's agent in the delivery of Transaction toMSA via a data processing system or netwere compatible with MSA's and(ii)to assume full responsibility and liability for any failure of teat third party to comply with appficable LBWS and the Payment Network Regulations orthe Agreement. MSA will not be responsible for any losses or additional fees incurred by Merchant as a result of any error by a third party agent or by a malfunction in a third party POS Device MSA is not responsible for any Trarsaction until MSA receives data for the Transaction a)the format required by MSA. 15)TERM AND TERM NATION a)Term and Termination, This Agreement shah become effective upon acceptance of Visa or Master Card Transactions.Any party may terminate this Agreement at any point with or without cause by providing written notice to the other party,to baccrne affect ye upon receipt. b}Notice of Termination Termination shun tie effective anther date specified by the witten notice;provided,however Merchant agrees that closing Merchant's Ar-count with MSA may take upth thirty(30)days following MSA's receipt of written notice of termination. In those limited instances where Nlerchanl's Account Is'einstated by MSA following termination by either Me-chant or MSA,all of Merchant's obligations under the Agreement arelikewise reinstated. c)Action upon Termination. I)Accounts All of Merchant's obligations regard ng Transactions processed prior to termination will survive termination. Funds related to Tra risactions processed priDFIC teenin aeon may be placed in a Reserve Account until Merchant pays all amounts Merchant owes MSA or amounts for which Merchant is liable under the Agreemeet. Merchant rn ust maintain enough funds In the ACCOU lt following termination Weever al Chargebacks,returns,adjustments,fees.fines,penalties,and other amounts due under the Agreement for a reasonable time,but in any event,rot less than 80 cays from Iermination, MIVIW R-965 ag ) If a Reserve Account is established by MSA,then any balance remaining after Chargeback rights have expired and all other amounts owed by Merchant have been paid will be disbursed to Merchant. Ii)Return to MSA All promotional materials advertising displays.emblems,Transaction Receipts,Credit Transaction Receipts,and other forms supplied to Merchant and not purchased by Merchant or consumed in use will retrain the property of MSA and must be returned to MSA or destroyed within ten (10)business days after termination of the Agreement To the extent permitted by avi,Merchant will be fully table for anyand all toss,cost,and expense suffered or incurred by MSA arising cut of any failure to return or destroy such materials following termination,subject to Florida Secules§768. 26. 16)COMPLIANCE WITH LAWS AND PAYMENT NET'ArORK REGULATIONS, a)Compliance with Laws and Payment Network Regulations, Merchant agrees to comply with the Payment Network Regulations anc with any policies and procedures provided by MSA,subject to receiving advance written notice of any new policies and procedures, The Payment Network Regulations are incorporated into tee Agreement by reference as if they were fu lysel forth in the Agreement. Merchant further agrees to<temp y with all Laws,including without limitation,Laws related to: ()Payment Devices,and 01 electrmiC fund transfers;and ell)confidential treatment of information. Merchant will assist MSA in complyirg in a complete and timely rnanne-with all Laws and Payment Network Regulations nowor hereafter applicable to any Transaction or the Agreement. Merchant will execute and deliver to MSA all documents they may from time to time reasonably deem necessary to verify Merchants Compliance'enth this provision, b)MATCH. Merchant acknowledges that MSA is required to report Verottants business name to the MATCH listing maintained by MasterCard and accessed by Visa pursuant to the requirements of the Payment Network Regulations Merchant specifically consent to the fulfillment of the oblig at ons related lolhe listing by MSA, C)Security Program Cornpkance. Merchant must comply with the requirements of the Payment Card Industry(PCI)Data Security Standard including the Cardholder Inforrnatioe Security Program(CISP)of Visa and the Site Data Protection Program(SDP)of MasterCard,as applicable, and any modificatiOns to,or replacements af such programs that may occur from Wet°time. Marche rt also shall ensure that all third parties from whom Paerchant procures Value Added Services or Mira party POS Devices comply with the requirements of those programs. Upon request,MSA will provide Merchant with the respective website links to obtain the current requirements of the Visa and Maste"Card programs. Merchart is responsible for its actions or inactions,those of its officers;directors shareholders,employees and agents,including any third party vendors with whom Merchant contracts to perform services fort. To the extent permitted by law,Merchant shall indemn:fy and hold MSA harmless from ony liability,loss,cost,or expense resulting from the violatinn of any of the program requirements by any of the individuals or entities listed in the immediately preceding sentence,subject to Florida Statutes§768.28, Should Merchant participate in a program with any other Payment Network or Issue-,or accept a Payment Ce ice of any other Payment Net.wcirk that has a security program in place,Merchant roust comply therewith and ensure that its officers,directors,shareholdersemployees,and agentsincluding any third pony vendors from whom Merchant procures Value Added Services or POS Devices also comply with the program requirements of such Payment Network d)Data Compromise. Merchant must notify MSA maiedialely(and if notice s given o raIl it mat be confirmed In writing within eve(2)business days).if Merchant knows or suspects that Cardholder information has been accessed or used without authorization, Merchant must take irrunediates taps to preserve all business records,logs and electronic evidence and contact local law enforcement authorities ncluding the local FBI and U.S,Secret Service. Merchant must work with MSA to rectify any issues that may result inc providing MSA with(and cbtaining any necessary waivers for)all relevant inform atIon to verify Merchant's ability to prevent future data incidents in a manner consistent with the Agreement. MMWR-96509 0 Without waiving any of our rights and remedies,to the extent permitted oy law.Merchant is liable for all fraudulent ear sections related to such data incident and all costs MSA incurs as a result of such incident,inducing Calms from third parties and all costs reiated to the notification of Cardholders and cancellation and re-issuance of Cards,forensic invest gation,and PCI review:or a report of compliance,subject to Florida Statutes§768.28. Merchant must provide to MSA.on request,and reports of Merchant comp uter eystems or cla:a incidents or allovv MCA to perform such audits at Merchants expense, Audits must identify the cause of the data incident arid corfirm whether or Rot Merchant was in complier ce with tee Payment NetworksPCI ata Secury Standard at the time oft lie incelent, 17)USE OF TRADEMARKS;CONFIDENTIALITY;PASSWORDS. a)Use of Tracemarks, Merchant's use of Visa and MasterCard marks,as well as marks of other Payment Networks,will fully comply with the Payment Network Regulations. Merchants right to use all such marks will terminate upcn termina hen of the Agreement. Merchant's use of promotional materials.provided by Visa,MasterCard,andlor other Payment Networks will not indicate,directly or irdirectly,that Visa, MasterCard,or such other Payment Networks endorse any goods Of services other than their eve)and Merchant may not refer to Visa,MasterCard,or any other Paernent Networks instating eligibility ler rolerch an Cs products or services b)Confidentiality. i)Cardholder and Transactioninformat ion Merchant shall at all ernes protect the confidentiality of Ca el lokler and Transaction ieforrr atoll in accordance with all applicable Lrr.vs and Payment Netwcrk Regulations Merchant will not disclose Cardholder or Transaction intrmation to any third party,except to an agent of Merchant assisting in completing a Trarsaction,or as required by Laws or the Payment Network Regulations, Merchant must maintain all systems and media containing Cardholder and Transaction information in a secure manner to prevent access by or disdoeure to a nyc ne ot her th an Merchants authorized personnel. Merchant must maintae Cardholder and Transaction ireorration for such time periods as may be required by Laws and the Payment Network Regulations and thereafter destroy in a manner that 0,11 render the data unreadable all such media that Merchant no longer deem necessary or appropriate to maintain, Further,Merchae:must take all steps reasonably necessary to ensure that Cardholder and Transacton information is not disclosed or Otherwise misused, Merchant may not retain or store magnetic stripe or CVV2CVC2 data after authorization for record keeping or additional authorization processing. In accordance with Section(6)(16)(d), Merchar t shall immediately notify MSA of ane Cardholder or Transaction information compromise°lei hich it becomes aware whether sect compromrse occurred (A)the Merchant;,B)a third paly fear whom Mercha et procures Value Added Services: (C)NASA;or(D) elsewhere. ii)Bankruptcy. In the event of failure or other suspension of Merchant's business operations,including bankruptcy or insolvency.Merchant must riot sell,transfer,or disclose an y materials that contain Ca rdholde-or Transaction information to third parties.Furthermore,Merchant must(i'l Return this information to USA, or(2)Provide acceptable proof of destruction of t r is information to MSA. iii)MSA Confidential I nferrnatior Merchant shall at all times protect LISA's Confidential Information Merchant wilt not disclose any of USA's Confidential Information in any third party except as required by Laws c)Passwords, If Merchant receives a password from MSA to access any of MSA's databases or services Merchant will:(i)keep the password confidential,(ii)not allow any other entity or person to use the password or gam access to MSA`e databases or services,(iii;be liable for all action taken by any user of the password;and Iv)promptly notify MSA if Merchant believe MSA`e databases or services or Merchant's information has been compromisec by use of the password. If Merchant receives passwords from a third party,Merchant must p rotect such passwords in the manner required by such Mire party and Indemnify,defend, and hold MSA harmless from any losses,costs,or expenses that arise from Merchant's use or misuse of such third party passwords d)Proprietary Interest. Merchant has no interest whatsoever,including,without limitation,copyrig et interests,franchSe intarests,lieense interests patent rights,property rights,or Other interest in any services,software,or h arov,e re provided byMSA. Nothing in the TOS shall be eons trued as granting Merchant any patent rights or patent license in any patent which MSA may obtain in respec to MSAs se neces, software,or equipment. remviik-96509 roN I ) Median:will make no attempt to duplicate or otherwise ascertain the components,circuit diagrams logic diagrams,flowcharts,SOL rod a ed o bred code, schematics or operation of,orotherwise attempt to reverse engineer any of MSAs services,equipment,or solware, 18)MI SCEL LANE°U S PROVISIONS. a)Entire Agreement.The Agreement, Payment Network Regulations,and any amendment or supplement to either,constitutes the entire agreement between the parties, and all prior or other representations,written or oral are merged in and superseded by the Agreement. In the event of a conflict between the documents comprising the Agreement,the following order of priorly wit apply: (I)any Addendum,(ii)tee TOS,(iii)the Payment Network Regulations;(iv)the Merchant Application;(v)the Merchant Operating Guide:and ivi)any other guides ormanuals provided to Merchant from time to time, b)Governing Law, The Agreement will be governed by and construed ie accordance with the Laws of the State of Florida,except that Section(8)(18)(f)shall be gcverned by the Federal Arbitration Act. The parties agree that alt performances and Transactions under the Ac ree went will be deemed to have occurred inthe State of Florida and that Merchant's entry into and performance of the Agreerner t will oe deemed to be the transaction of business within the Slate of Florida. c)Exclusivity. During the Term of theAgreement,Merchant will not enter into an agreement with any other entity that provides processing services similar to those provided by MSA as contemplated by the Agreement without MSA s written consent. d)Construction. Any alteration or strikeover in the text of this preprinted TOS wilt have r o bineing effect and will not be deemed to afield the Agreement. The readings used in the TOS are Inserted for convenience only and will not affectthe interpretation of any provision. The'anguage used will be deemed to be tee language chosen by the parties to express th eir mutual Intent,and no rule of strict construction will be applied against any ,pa rty. e)Assignment, The Agreement may be assigned by MSA,but may nct be assigned ay Merchant,directly or by operation of law,without the prior written consent of MSA f) Notices. Any written notice to Merchant under the Agreement will be deemed received upon the earlier of: (i)actual reeeipt,or(in)five(5)business days after being deposited intee United States mail,or with a nationally recognized overnight caeier,and addressed to the last address sown on the records of MSA. Any written notice to MSA shall be sent by U.S,mail or a nationally recognized()venlig et carrier to: 12800 Foster Street,Overland Park KS 66213 and shell be deemed received only upon actual receipt, g)Bankruptcy. Me/W-96509 Merchant will immediately notify MSA of any Bankruptcy Proceeding,receivership,insolvency.or similar action or proceeding initiated by or against Merchant. Merchant will nclude MSA on the list and matnx of creditors as filed with the Bankruptcy Court,whether or nct a claim may exist at the time of filirg, Failure to do so will be cause for immediate termination of the Agreement and shell arow the pursuit of any other action available to MSA under applicable Payment Network Regulations or Laws Merchant acknowledges that Me Agreement constitutes an executory contract to make a loan,or extend other debt financ,ng or tinan cia I accommodations to,or for the benefit of Merchant and,as such,cannot be assumed or assigred in the event of Merchant's bankruptcy, h) Atto rneys'Fees. To the extent pertritteii by law, Merchant will be liable for and will indemnify and reimburse USA for all reasonable attorneysfees and other costs and expenses paid or incurred ay MSA:(1)In the enforcement of the Agreement:0)in collectirig any amounts due from Merchant to MSAe (air resulting Fran any breath by Merchant of the Agreement;or Nth defending against any claim or cause of action brought by Merchant against MSA arising out of the Agreement, subject to Florida Statutes'6768, 28. MSA will be liable for and will indemnify and reimburse Merchant for all reasonable attorneys`Ices and other costs and expenses paid or incurred by Merchant:(i)In the enforcement of:he Agreerneee l)in collecting any amounts due from MSA to Merchant;(iii)resulting from any breach by MSA of the Agreement;or v)in defending against any claire or cause of action brought by MSA against Merchant arising oet of the Agreement. i) Customer Contact. Merchant authorizes MSA to contact its customers or their Issuer f MSA determines that such contact is necessary to obta n interma bon about any Transaction between Merchant ands customer, 1)Information Sharing, Merchant understands and agrees that MSA rray disclose any information gathered by MSA to(i)MSA's"affiliates' a e.,companies related to NSA by common control o-ownership)that offer linen col products orservices,including those Identified in the Agreement enc to fvISA's administrative or service units that perform such functions;(ill to non-affiliated companies in onder to assist MSA in providing the products arid services Merchant has requested;(iii) to credit rating agencies;and(iv)as required by the Payment Network Regulations or tee Laws(e g,,for tax reporting purposes or in response to a subpoena). ret Communication with Merchant Merchant agrees that MSA may provide Merchant with information about the Program including,without limitation,information about nexproducts andfor services by telephone,electronic mail,and/orfacsimile, n)Amendments, MSA may propose amendments or additions to the Agreement NSA will inform Me tcha nt of a proposed change in a periodic statement or other notice, Merchant will be deemed to have agreed to the change if Merchant continues to present Transactions to MSA after thirty(30)days followirg the issuance of the notice. Nctwitnstandinc the previous sentence changes to fees authoized by the TOS will be effective upon notice to Mercnant,unless a later effective date is provided. Further,MSA is entitled to pass through to Merchant any fee increases imposed upon NSA by Visa,MasterCard,any other Payment Network,and any other third pary inceding telecommunications vendors. o)Severability and Waiver. If any provision of the Agreement is found to be Ilegal or otheeiese unenforceable,the invalidity or unenforceability of that provision will net affect any of the remaining provisions and theAgreernent will be construed as if the illegal or unelorcea bie provision Is not contained in theAgreernent Neither the failure,the delay by MSA to exercise,nor the partial exercise of any right under the Agreement will operate as a waiver of such right,nor shall such amend the Agreement. All waivers requested by Merchant must be signed by MSA. p)Independent Contractors, !ASA and Merchant will be deemed independent contraCors and no one will be considered an agent,joint venture,or partner of the other,unless and to the extent otherwaespeci(icalty provided herein. This Agreement has been entered into solely for the benefit of the parties hereto and is not Intended to create an interest in any thiro party. q)Privacy Laws In addition to Sect on(8)(171(b)above,Merchant must take all corn morDally recinabe steps to protect the eonfidentiatity of Cardholder and Transact ion information and shall establish and maintain physical,technical and adnaristrative safeguards to prevent anauthored access ey third parties to such Cardholder and Tiansaction information,using a standard of care at least equal to the standard required of MSA to or-oleo...such information pursuant to al);&cable Laws,including applicable privacy laws. M Mei/R-96509 icoN r)Survival. All Or Merehant s ebligations to MSA and Member shall survive termination of theAgreement,recluding,without limitation,Sections(8)(4)th roegh(B)(e), (B)(11),(6)(l4),(B)(15)(d)through(B;(17),(13)(18)(b),(8)(18)(f),ane(8)(18)(i)of theTOS. s)Counterparts;Facsimile Signatures;Delivery, The Agreement may be signed in one or mare count paper s each of which shall constitute an original and all of which,taken together shall constitute cue and the same agreement. Delivery of the various documents ard instruments comprising the Agreement may be accomplished by a facsimile transmission,ace!sLeh a signed facsimile or copy shall constitute a signed original, Section C Acceptance of Visa and MasterCarc 19)ACCEPTANCE OF VISA ANDMASTERCARD. Merchant agrees to the blowing provisions in addition to the Definition in Section(A)and the General Provisions of Section(B)above 20)VISA AND MASTE RCARD DEFINITIONS (a) For purposes of this Section,"Credit Card"shall be deemed to be limited to 2,0)erechtibusiness product of Visa;Oil consumer debitiprepaid product of Visa: creditibus ine se product of MasterCard:cr(v)ccnsurner debiVprepaid product of MasterCard as applicable. (b) The credit/business products of Visa are those products for which transactions by the Cardholder are paid by the Cardholder at least fifteen(15)days after the iransactio n i consumer credit products(including co-branded and smart Visa versions)such as Classic,Gold,Platinum,Signature,and Infinite cards;and el)bJsiness products such as business credit,bueness debit business line of credit,and smart Visa business,purchasing cards, corporate cards,fleet cards,and commercial prepaid cards (c) The consumers debit/prepaid products of V se are those products that or which Transactions by the Cardhokier are paid by accessing the Cardholder's asset Account immediately including (i)consumer Visa check cards such as Classic Gale,Platinum and Visa Check Card II;and(ii)consumer prepaid/EBT cards such as Visa,Visa Payroll,Visa gift cards(including incentives,promolional,and rebate),child strop ort cards,unemployment Urea,insurance claim cards.customer service cardsstate disbursement cards(not including unemployment or child suppeet),flexible spending Accou al cards,general purpose reloaclable and one-brie use prepaid cards,a no student aid college cards. The consumer den prepaid products of MasterCard include Cardholder signature debit cards,prepaid cards,stored value cards,EDTcards and payrol cards. The credit:business prcduczs of MasterCard include all other MasterCard products. 21)HONORING CREDIT CARDS. a)Honoring Cards. Merchant may only accept the credit/business products of V sa andio-MasterCard(further referenced in Sections C(20)(a)(i) and itii)above;; Merchant under this Agreement with MSAmay not only accept the cons umer debit prepaid products of Visa andror MasterCard(further referenced in Sections C(20)(a)(Ii)and(iv)above);Merchants are required to eisplay appropriate signage to communicate the above acceptance policy to Cardholders, b)No Minimum or Maximum. Merchant shall not establish minimum or max mum Credit Card Transaction amounts. c)Cardholder identification, In Card Present Transactions,Merchant will identify the Cardholder and check the expiration date aid eignatrre on each Credit Card Merciant will riot honor any Credit Card if. (i)The Credit Card has expired;(ii)the signature el the Trar section Receipt does not correspond With tee signature on the Credit Card,is blank,ar uses language to the effect of'see or(iii)the Account number embossed on the C"redit Card does not match the Account number on the Credr.Card's magnete stripe. cl)Credit Card Recovery. Merchant will use reasonable,peaceful means to recover any Credit Card: (i)On Visa Cards, if the printed four digits below the emhassed Account number do not match the first four digits of the embossed Account number;(ii)f Merchant is advised by Member(or its designee),the Issuer or the designated voice authorization center to retain e;(iii)if Merchant has reasonable grounds to believe the Credit Card is lost,stolen,counteleit fraudulent;ootherwise invalid,or its use is not authorized by the Cardholder;4:4(iv)for MasterCard Cards.if the printed four digits below the embossed Account numbe do not match the first four dieits of the embossed Account number,or the Credit Card does not have the"Twin Globes"hologram on the lower right cpiner of the Creelit Card face. e)Surcharges rAmWR-56509 re--8) Merchant will not add any amount to the posted price of goods or services Merchant offers as acondition of paying with a Credit Card,except as permitted by the Credit Card Rules.This paragraph ices act prohibit Mercian'from offer ng a discount to induce a person to pay by cash,check or similar mears rather than by CreditCard. f)Convenience Fees. Merchant may not assess Convenience Fees unless Merchant has disclosed such fees tc MSA previously in writing and has been approved by MSA to assess such fees, If Merchant completes a Transaction and assesses a Convenience Fee without having disclosed such fee previously Ln wr ting and obtained MSAns consent, Merchant will be in breach of the Agreement and MSA may immediately terminate the Agreement in addition to any other remedies available wider the Agreement,Laws,and Payment Network Regulations. Transactions that include a Convenience Fee must comply with each of the following requirements;(i)A Convenience Fee cannot be a ssess ed in a face-to- face merchant environment,(up The Convenience Fee is permitted only for one-time payments and may not be imposed on recurring payments or transactions.Examples of recurring charges include,but are not limited to,insurance premiums,subscriptions,Internet service provider monthly fees, membership fees,tuition,or utility charges;(iii)Merchant must provide a true"convenience"in the form of an alternative payment channel outside of Merchant's customary face-to-face payment channels,and the Convenience Fee must be disclosed by Merchant to the Cardholder as a charge for the alternative payment channel convenience that is provided;liv)The Convenience Fee rn ust be disclosed prior to the completion of teeTraesaction,anc the Cardholder must be given the option to cancel the Transaction if the Cardholder does not want to pay the fee (v)The Convenience Fee must be included in the total areount of the Transaction it cannot be"split"cut from the Transaction arneunt.The only exception is for card acceptance programs involving only MasterCard Credit Cards where Visa Credit Cards are rot acceeted:(vi)If a Convenience Fee is assessed it must be for all payments(Visa,MasterCard, Discover,AMEX,AC H,and check)within a particular payment channel(mai telephone,and internee(vie Addit iona Visa Convenience Fee Requirements are as follows!(1)it must be a flat fee,(2)it cannot be tie reo or percentage based regardless of the value of the payment due,(3)itmust not be authorized and settled seaarately from the primary transacelon (4)the fee must be assessed by the same Merchant actually providing the goocs and services.and(5) Ma fee may not be assessed by a different merchane(viii)Additional MasterCard Convenience Fee Requirements are as follovie.(1)The fee may be tiered, percentage based,or flat,and(2)the fee may be author zed and settled separately from the primary transaction;(ix)Merchants who accept both Visa and MasterCard Credit Cards are restricted to assessing Convenience Fees equally across card types and as sucn the Merchant is restricted to a flat Convenience Fee and must combine all charges into one authorizatior arid clearing Transaction,To the extent Merchant's state has passed legislation that may conflict with the Payment Network Reginations,Merchant bears all responsibiley for,and agrees to hold MSA arid Member earrniess from all liability associated therewith,including all fees,fines and penalties levied by the Payment Nettreeks;(ai)Corvenience Fees may be prohibited by Laws in some slates.Merchant rnay not charge Convenience Fees wee re prohibited by Laws,(xii)In no event is a Convenience Fee to be referred to as a surcharge and farther,the Convenience Fee cannot be advertised as an onset to processing fees. g)Return Polley, Merchant must properly disclose to the Card holden, at the erne of the sales Transaction and in accordance veith the Credit Card Rules,any limitaticn Merchant has on accepting returned merchandise, h)No Claim against Cardholder. Merchant will not have any claim against or right to receive payment from,a Cardholder or any other customer in any Transaction unless Member or MSA refuses to accept the Transaction Receipt or revokes its prior acceptance of the Transa aeon Receipt(after receipt of a Chargeback or otherwise), Merchant wilt not accept any payments from a Cardholder relating to previous charges for merchandise or services included in a Transaction Receipt,arid if Merchant receives such payments,Merchant will prompt e remit them to MSA. II Disputes With Cardholders. AN disputes between Merchant and any Cardholcer relating to any Transaction will be settled between Merchant and the Cardholder. MSA bears no responsibility for such Transactions or disputes, other than with respect to processing Chargebacks under the Credit Card Rules, 22)AUTHORIZATION. a)Required on all Transactions, Merchant must obtain an Authorization Code before competing any sales Transaction. An Authorization Code verities the Credit Card numberis valid,the Credit Card has not been reported lost or stolen at the time of the sales Transactier,,and confirms the amount of credit°rends requested teethe sales Transact an isavailable. Merchant will'follow any instructions received during Authorization. Upon receipt of an Authorization Code,Merchant-ray consummate only the sales Transaction authorized and rr ust note the Autholzation Code on the Transaction Receipt. In any ease in which a sales Transaction is completed without impenting the Credit Card,Merchant,whether or net an Authorization Code is obtained,snail be deemed towarrant the true identity of the Customer as the Cardholder, For all Card Nat Pre sent sales Transactions,Merchant musr.obtain the Credit Card expiration date,Cardholder address and telephone number, and CVV2ICVC2 number and forward them as part of theAuthorizatien. e)Effect_ mMWR-96509 An Authorization Code does not: (i)Guarantee the Merchant final payment for a safes Ira risachon;(ii)guarantee that the sales Transaction will not be disputed later by the Cardholder as any sales Transaction is subject to Chargeback:or(ii)protect Merchant la the event of a Chargeback regarding unauthorized sales Trar sections or disputes involving the quality of goods or services. Authorization Codes will not waive any emulsion of these TOS or otherwise validate a)Fraudulent sales Transaction or a sales Transaction invbving the use of an expired Ciedit Card.. B)Unreadable Magnet c Stripes For Card Present Transactions,if Merchant authorizes and presents Transactions ale carceircally and Merchant's le rmlial is unable to read the magnetic stripe on the Credit Card,Merchant must obtain the following in addition to key-eater ng the Transaction into the POS Device for peocessing: (i)A physical enprint of the Credit Card using a manual imprinter and(ii)the Cardholder's signature on the imprinted Transaction Receipt. 23)PRESENTMENT OF TRANSACTIONRECEIPTS a)Transaction Receipts. i)Card Present and Card Not Present Transactioes(other than Electronic Commerce Transactions). Merchant wilt use a Transaction Receipt to document each Card Present and Card Not Present Transaction.Each such Transaction Receipt must include: (1)Card Account number(truncated Account nut-neer required on the Cardholder's copy)ircluding the specific payment brand(i.e.Visa or MasterCard;(2) Merchant name and location:(3t Location Code(i e,,merchant identification number issued by MSA):(4)Transaction amount,inc.ucing applicable taxes:(5) Transaction date: (6)Space for Cardholder sig na:u re for Card Presert Traisactions:(7;Indication of who shall receive each copy of the Transaction Receipt (e.g. Merchant Copy Bank Copy,Cardholder Copy) (B)Authorization Code;and(9)Terms and conditions of the sale,if restricted. (a)Electronic Commerce Transactions. Merchant will use a Transaction Receipelo document each Electronic Commerce Transaction, Each such Transaction Receipt must include:It)Card Account number(truncated Account number required on the Cardholder's copy)including tie specific payment brand(i.e.Visa or MasterCard).(2)Merchant name;(3)Merchant online address:(4)Purchaser name:(5)Authorization Code;(6)Transaction amount;(7)Transaction date;(6;Custorreeservice:detect,including telephone number and(9)Terms and conditions of:he sale,if restricted.] b)Signatures. In Card Present Transactions,Transaction Receipts must be signed by the Cardholder. The requirement for the Cardholder's signature on tne Transaction Receipt will only be waived if the Credit Card Transaction is a valid Card Not Present Transaction which fully complies with the requirements set forth in theTOS c)Reproduction of Information. For Card Present Transactions,if the following information embossed on the Credit Card is nc t legibly imprinted on the Transaction Receipt,Merchant will legibly reproduce on the Transaction Receipt the: (I)Cardholder's name:(ii)Account number.(iii)expiration date;and(iv)fieterehant's name and place of business. Additionally,for MasterCard Transactions.Merchant will legibly reproduce on the Transaction Receipt the name of the bank that issued the Credit Card as it appears on the face of the Credit Card d)Truncation. The Credit Card Account number must be truncated on all Cardholder-activated Transaction Receipts.Truncated dig ts should be replaced with a fill character such as''x."'ia"or"a,"and not with blank spaces or numeric characters. e)Delivery and Retention of TransactionReceipts. For Card Present Transactions,Merchant will deliver a complete and legible copy of the Transaction Receipt or Credit Transaction Receipt to the Cardholder at the time of the Transaction. For Card Not Present Transactions,Merchant wilt deliver a complete and legible copy of the Transaction Receipt or Credit Transaction Receipt to the Cardholder promptly following completion of the Transaction in either eleelronic(e.g.,e-mail)or paper(e g handvaittea or terminal-generated)format, Merchant will retain the'Merchant Copy"'of the Transaction Receipt or Credit Transaction Receipt for at least eighteet(16)months following the date of completion of the Credit Card Transaction tor such longer period as the Credit Card Rules or the Laws may require). f) Electronic Transmissions. mmiry A-36509 If Merchant utilizes electronic Authorization and/or data capture services,Merchant will enter the data related to Transactions into a POS Device a ad settle the Transactions and transmit the data to MSA or its designated agent in the form specified by MSA no later than the close of business on the date the Transactions are completed. It MSA requests a copy of a Transaction Receipt,Credit Transaction Receipt,or other Transaction evidence.Merchant must provided witein the time frame specified in trio request. 24)RETRIEVAL REQUESTS AND CliARGEBACKS,CREDITS:REPROCESSING;FRAUD;AND FACTORING a)Retrieval Requests, Merchant must respond to a Retrieval Request with a legible copy of the Transaction Receipt within the time frame specified If Merchant fats to provide a legible copy of the Transaction Receipt,Merchant will receive a Chargeback that cannot be cured. b)Chargebacks. Merchant is fully liable to MSA and Member for all Transactions returned to MSA for whatever reason including,but not limited to,Chargebacks. Merchant agrees to accept for Chargebaca and will be abideliMSA In the a-went of any sale for which tee Cardeolder or Issuer disputes the validity of the sale for any reason Merchant will pay MSA cat demand the value of ail Chargebacks, Merchant authorizes MSA to offset from Incoming Trairsactiore the amount of all Chargebacks.Merchant will fully cooperate with MSA in complying with the Credit Card Rules regardingChargebacks, The following is not to be considered a complete listing of the reasons gOf which Merchant may incur a Chargeback(it is intended only to provide the most commonly encountered situations where a Chargeback rm./occur)! ii Failure to respond to a Retrieval Request or failure to provide a leg ble,complete,or proper copy of a Transaction Receipt in response to a Retrieval Request.ii)Unauthorized use of aCredit Card as allegec by the Cardholder,Iii)Dispute by the Cardholder over the quality of goods or services,iv)Fe lure by Merchant to provide goods oreereces,v)The Transaction Receipt does not bear the Cardholders signature,vi)The Transaction Receipt represents a sales Transaction for which Authorization was initially declined and was subsequently obtained*means of multipleAuthorization attempts or other mesas not permitted hereunder,vie The Transaction Receipt falls to complywith the terms and conditions of the Agreement or fails to comply weh the Credit Card Rules,viii)The sales Transaction was completed under circumstances constituting a breach af t he Agreement. c)Exceseive Activity, Merchant's presentation to MSA of Excessive Activity will be a breach of the Agreement and cause for termination of the Agreement as set forth in Section Be aebeii)(3). "Excessive Activity"means during any monthly period,and for any one of Merchant's terminal identification numbers or merchant ioentaleation numbers, Chargebacks and/or Retrieval Requests in excess of one percent(1 tb)of the gross dollar amount of Merchant's sales Transactions or-eturris in excess al two and one-half percent(2.5%)of the grcss cellar amount resales Transactions, Merchant authorizes.upon the occurrence of Excessive Activity,Member and MSA:c take additional actions as either of them may deem necessary inclu ding,without limita than,suspension of processing privileges or creat ion or maintenance of a Reserve Account in accordance with ti-a TOS, d)Credi:s, I)Credit Transaction Receipt Merchant will issue a Credit Transaction Receipt,instead of-ssuing cash or a check,as a refund ler any previous sales Transaction. Merchant will not submit a Credit Transaction Receipt reeling to any Transaction Receipt not originally submitted to MSA,nor will Merchant subm t a Credit Transaction Receipt that exceeds the amount of the original Transaction Receipt.Merchant will,within the time period specified by applicable Laws or the Credit Card Rules,wlechever time period is shorter, provide MSA with a Credit Transaction Receipt for every return of goods or forgiveness of debt for services that was the subject of a previous sates Transaction in accordance with the Credit Card Rules. II)Revocatior of Credit, MSA may,in its sole discretion,refuse to accept any Credit Transaction Receipt for prccessing, iii)Reprocessing. Merchant will not resubmit or reprocess any Transaction that has been charged back, e)Fraud and Factoring, Merchant wilt not present for processing orcredit.directly or indirectly,any transaction not originated as a result of a transaction directly between Merchant and a Cardholder or any Transaction Merchant knows or should know to be fraudulent or not authorized by the Cardholder. mmenee6509 (IC) Perpetrators of fraudulent Transactions will be referred to law enforcement officials. Merchant will not deposit any Transaction Receipt representing the refinancing of an existing obligation of a Cardholde•,Merchant agrees that MSA may, within►its sole discretion,suspend the disbursement of funds from Transaction Receipt for any reasonaole period of time required to investigate suspicious or unusual deposit activity. MSA will have no liability for losses Merchant may attrioute to any suspension of funds disbursement. 25)OTHER TYPES OF TRANSACTIONS. a)Mail Order/Telephone Order(MOTTO). Merchant may not solicit or accept Morro sales Transactions unless Merchant have disclosed such method of sale to MSA previously in writing. If Merchant complete a MOTTO sales Transactior without having disclosed such method of sale previously in writing, Merchant will be in breach of the Agreement and MSA may immediately terminate the Agreement in addition to any other remedies available under the Agreement,Laws,and Credit Card Rules,and Merchant may have to pay a surcharge on each such Transaction. Merchant understands that Transactions processed via MO/TO are high risk and subject:o a higher incidence of Chargebacks.Merchart is liable for all Chargebacks and losses related to MO/TO sales Transactions. Merchant may be required to use an address verification service('AVS')on MOTO sales Transactions.AVS is not a guarantee of payment and the use of AVS will not waive any provision of these TOS or validate a fraudulentTransactidn, Merchant will obtain the expiration date of the Credit Card for a MO/TO sales Transaction end submit the exprati n date when requesting Authorization of the sales Transaction.For MOTTO sales Transactions.Merchant will type or print legibly on the signature line of the Transaction Receipt the following applicable words or letters:telephone order or'TO,''ormail order or: O,"asappropriate MSA recommends that Merchant obtain a signed Transaction Receipt or other proof of delivery signed by Cardholder for MO/TO sales Transactions. b)Recurring Transactions, i) Requirements.For recurring Transactions{e.g,payment)of insurance premiums or subscriptions).Merchant must obtain a written request from the Cardholder for such goods and services to be charged to the Cardholder's Account,the frequency of the recurring charge,and the duration of time during which scch charges may be made. Merchart will not complete any recurring Transaction after receiving:(1)A cancellation notice from the Cardholder;(2)a notice from MSA or Member that authority to accept recurring Transactions has beer revved;or(3)a response that the Payment Device is not to be honored. Merchant must provide a subsequent order form to the Cardholder when a Recurring Transaction is renewed by the Cardholder,Merchant is responsible for ensuring its comp`iancewith Laws with respect to recurringTransaotions. ii)Limitations on the Resubmission of Recurring Transactions.In same limited instances,Merchant may resubmit a preauthorized recur ng Transaction up to four(4)times within sixteen(16)calendar days of the original Authorization request,provided that the decline response is one of the following:(1) Authorization denied;(2)Insufficient funds(3)exceeds apptval amount limit;or(4)exceeds withdrawal frequency. Ili)Recurring Transaction Receipts.Merchant must print legibly on the Transaction Reos pt the words"Recurring Transaction.'Merchant must obtain tie Cardholder's signature,including an electronic signature or other similar authentication that is effective under applicable Laws,on the Transaction Receipt. For an Electronic Commerce Transaction,Merchartrnust also include the frequency and duration of the Recurring Transaction,as agreed to by the Cardholder,on the Transaction Receipt iv)Electronic Commerce Recurring Transactions,In addition to the above,for an Electronic Commerce Transaction,Merchant must also provide a simple and easily accessible online cancellation procedure thatcomplies with Laws,if the Cardholder's request for goods or services was initially accepted online. v)Recurring Transactions with Varying Amounts.For Recurring Transactions of varying amounts,all of the following apply: (1)the order form must allow the Cardholder to specify amininurr and maximum Transaction amount to be charged,unless the Cardholder will be notified of the amount and date of each charge,as specs ied in the remainder of this section, (2)Merchant must inform the Cardholder of Their right to race ve,al leas:ten(10)calendar days prior to each scheduled Transaction Date,written notification of the amount and date of tee next charge;and(3)the Cardholder maychoose to receive the notification in any of the following ways:(A)for every charge;;D)when the Transaction amount does not fall within the range of amounts specified on the Order fon:ar{C)when the Transaction amount will rifler from themost recent charge byrnore than an agreed upon amount, Merchant is responsible for ensuring that all corrwnunrcatlons with,and disclosures to,Cardholders comply with Laws. c)Multiple Transaction Receipts. Merchant will Include a description and total amount o'goods andservices purchased in a single sales Transaction on a single Transaction Receipt unless: (i)Partial payrnert Is entered on the Trarsaclion Receipt and the balance of the Transaction amount is paid in cash or by check at the time oe the sales Transaction;or{iii a Transaction Receipt represents an advance deposit in a sales Transaction completed in accordance with the Agreement and the Credit Card Rules. d)Deposits. MrA M-95509 > I)Prior Consent,Merchant will not accept for payment by Credit Card any amount representing a deposit or partial payment for goods or services to be delivered in the future unless Merchant has disclosed such method of sale to MSA previously inwriting. If Merchant accepts a Credit Card for payment Of partial payment of goods or services to be delivered in the future without having disclosed such method of sale to MSA previously in writinc,Merchant will be in breach of the Agreement and MSA may immediately terminate the Agreement in addition to any other remedies available under the Agreement,Laws,and Credit Card Rules. ii)Acceptance.if Merchant has disclosed such method of sale to MSA previously in vetting,then Merchant will complete such sales Transactions in accoeslance with the Aereement.Laws,and Credit Card Rules. Merchant must execute one Transaction Receipt when processingthe deposit Transaction and a second Transaction Receipt upon processing the balance of the Transaction Merchant will note the words*deoositor"ealance'on the applicable Transaction Receipt as appropriate.Merchant will not deposit the Transaction Rec.ert labeled`balance"until the goods have been delivered to Cardholder or until Merchar t has fully performed the services Merchant will not present any Transaction Receipt or Credit Transaction Receipt to Member or MSA for processing(whether by electronic means or otherwise)that relates to the sale of goods or services for future delivery unless Merchant has disclosed such method of sale to MSA previously in writieg and Merchant has been approved by MSA to submit suct.Transactions. If Merchant has disclosed such method of sale to lISA previously in writing Merchant represents and warrants to Member and MSA that Merchant will not rely on Bey proceeds or credit resulting from such sales Transactions to purchase orfurnish goods or services. Merchant will maintain sufficient working capita to provide for the delivery of goods orservices at the agreed upon future date,independent of any credit or proceeds resulting from Transaction Receipts or ether Credit Transaction Receipts irICOrinection with future delivery sales Transactione or tote Merchant has sully performed the services. e)ElectronicCommerce. Merchant may not solicit or accept Electronic Commerce sales Transactions unless Merchant hats disclosed such rneteod of sale to MSA previously in writing,and Merchant may process such Transactions only if the Transactions have been encrypted by a third party vendor acceptable to MSA ale]Member. It Merchant submits Electronic Commerce sales Transactions without having disclosed such method of sale to MSA previously in writing.Merchant will be in breach of the Agreement and MSA may immediately terrnin ate the Agreement in addition:o any other rerned es available under the Agreement,Laws,and the Payment Network Regulaticns. Merchant understands that sales Transactions processed via the Internet are high risk and subject to a higher incidence of Chargebacks. Merchant is liable for ail Chargebacks and losses related to Electronic Commerce Transactions,whether or not(i)Such Transactions have been encrypted: and(ii)Merchant has obtained MSA's consent to engage ir such Transactions. Encryption is not a guarantee of payment and does not waive any provision of the TOS or otherwise validate a frau&lent Transaction.MSA recommends that Merchant obtains a signed Transaction Receipt or other proof of delivery signed by the Cardholder for all Electronic Commerce sates Transactions. All communication costs and compliance with Laws related tio Electronic Commerce eearssactions will be Merchant's responsibility.Me-chant understands that MSA will not manage the telecommunicaeons link for Electror ic Commerce Transactions and that it is Merchant's responsibility to manage that link. Merchant authorizes MSAto perform an annual audit and examinatior of Merchant's wet site and a due diligence review as required by the Payment Network Regulat ons for E ectrcnic Commerce Merchants. f)Electronic Commerce Requirements. For goods to be shipped on Electronic Commerce sales Transactions.Merchant may obtain authorization up to seven(7)days prior to the shipment cale. Merchant need not obtain a second authorization if the Transaction Receipt amount is within fifteen percent{15%)of the authorized amount.provided the additional amount receesents s lipping costs. Further,Merchants Web site must contain all of the following information:(a)complete description of the goods or services offered;:,b)returned merchandise and refund policy;(c)customer service contacts, including electronic mail address andior telephone number;(d)complete address(creet address,city,state,zip code,and county)of the permanent establishment of the business;(e)complete address of the permanent estaolishneni of the business on either the checkout screen(which displays the total purchase amount,or within the sequence of Web pages presented to the Cardholder during the checkout process;(f)Transaction currency(such as U.S.Of Canacii en dollars):(g)export or legal restrictions,if known;(h)deliverypolicy;(i)customer data privacy policy;ard Merchant's method of Transaction,security. If Merchant stores Cardholder Account r umbers.expiratior dates,or other personal Cardholder data in a database,Merchant must follow the applicable Payment Network rules on securing such data.Merchant may not retain or store CW2ICVC2 data after authorization for record keeping or additional autionzatior processing. 26)INTERCHANGE. Interchange qualification sequirements,as defined by the Credit Card Associations.affect Merceant's fees or surcharges owed for Transactions. MMVea-96509 (CD ett Merchant will pay a higher discount sate,higher fees,one surcharges for T'ansact ions that do not meet the best rate queldication criteria or have been processed In a manner otf1tr than for which Merchant was approved. If MSA provides authorization sndior data:-apture services to fvlerchaT.for.Arnerican Express,Discover,Diners,anctiorJCB Transactions,Marche it agrees to the following provisions,in adcltion to the Definitions in Section(A)and the General Provisions of Section(B)above 27)ACCESS. Upon request and fulfillment of the following conditions,MSA will provide access to authorization and,or data capture services for Ba nkcard ronsactions to Merchants who have been approved by Visa and MasterCard aid have entered Into a separate agreement provided, however that MSA shall not be responsible for funding such Transactions 28)FORWARDED INFORMATION. MSA wilt forward certain information pertaining to Merchant,including,tut nit limited to,contact information and Account lumbers,to ore or more of sJch Card Associations,unless MSA receives from Merchant written-instructions lothecontrary. MMWR-96,509 AMERICAN EXPRESS RcANI atRESS •A/„..! • 9,, 4 " irov"4, 4,ri, ot Authorization Number voice Authorization 1-800-528-2121 Acceptance Policies AGREEMENT By accepting an American Express Card,the merchant agrees to the"American Express Card Acceptance Agreement" which are created and maintained by Americari Express A copy of The American Express Card Acceptance Agreement will be provided to merchant prior to its acceptance of an American Express Card and participation. MIOVVR-96509 DISCOVER DISCOVER` Authorization Number Voice Authorization:1-800-347-1111 Acceptance Policies AGREEMENT By accepting a Discover Card,the merchant agrees to the"Discovery Business Services-Merchant Operating Regulations" which are created and maintained by Discover. A copy of the Discovery Business Services-Merchant Operating Regulations will be provided to merchant prior to its acceptance of a Discover Card and participation. M MW R-96509 AVCARD AVCARD ' A . AV ARt Or iraris T a 4° FLEX,J i AVCARD* t; ttamm Authorization Number Voice Authorization:1-800-892-4200 Acceptance Policies AVCARD ACCEPTANCE The merchant agrees to honor the Avcard when presented as payment by cardholder.The merchant agrees not to establish minimum or maximum dollar amounts as a requirement for accepting an Avcard. The merchant agrees not to discriminate against the Avcard in favor of payment by means of cash,check or other forms of payment. Additionally,the merchant will not assess surcharges or require the cardholder to pay any portions of the merchant discount.Acceptance of these terms will not prohibit the merchant from offering cash discounts or any other special pricing programs of which Avcard is,or is not a part. Merchants are not authorized to charge the service fee to thecardholder. ACCEPTABLE TRANSACTIONS 1. VALID CARD:The Merchant will accept all valid Avcards when properly presented as payment from cardholders for authorized purchases 2. COMPLETION OF INVOICE: Every transaction must be completed in full by the Merchant. Non-fuel items maybe entered on the same transaction with fuel. The invoice shall be signed by the cardholder in the space provided, except when the card is swiped at a self-service pump.The customer's copy of each invoice shall be delivered to the customer after the invoice is completed. Cards must be swiped through an electronic magnetic card reader or entered manually on the electronic processing system and each transaction entered M M W R-96509 3. Acceptable transactions must arise from legal and bona fide sales or leases of goods and services by the merchant for the benefit of the cardholder. 4. The merchant will submit transactions generated by the merchant's business at the merchant location(s). 5. The merchant will not submit transactions in the form of cash advances in connection with the merchant's own Avcard account. 6. The merchant agrees not to accept any other payment from the cardholder after that transaction has been processed as a valid Avcard transaction unless so directed by the cardholder. 7. The merchant will not submit to Avcard transactions that represent replacement for uncollected funds from another payment method, such as a returned check. The merchant will additionally not submit transactions that represent a bad debt or potential bad debit with regard to the merchant's own accounts receivable. 8. The merchant will not submit transactions if the merchant has knowledge of anyfact or circumstance that may impair its validity and collectability. 9. The merchant agrees not to process any Avcard Contract Fuel or DESC Contract Fuel transactions through the EPOS device. CHECK THE TAIL NUMBER If a tail number(A/C Reg) is embossed on the Avcard,verify that it corresponds to that of the aircraft for which the purchase is being made. If a suspicious situation arises, please contact Avcard before any further action is taken. CARDS WITHOUT A TAILNUMBER If no tail number appears on the Avcard, positively identify the customer as being an employee of the company shown on the card. Please enter the actual tail number of the plane into the electronic POS device during the transaction. AUTHORIZATIONS AND TICKETPROCESSING 1. Paper Transaction Tickets a. The merchant will obtain an authorization for all transactions,unless the merchant has other written instructions form Avcard. b. The merchant will contact Avcard for an authorization. c. The merchant will record the authorization on the transaction ticket. d. The merchant will request the cardholder contact Avcard should the transaction not be authorized; in the event the cardholder requests an explanation.Avcard will not inform the merchant as to the reason for not providing an authorization. e. The merchant will batch all Avcard transactions and mail them daily or at least weeklyto: Avcard P.O. Box 23907 Baltimore MD 21097-0278 f. Authorizations issued for AVCARD transactions shall be valid for a period of 60 days from the date of a transaction. MMWR-96509 2. Electronic Transaction Tickets a. All electronic transactions regardless of the dollar value must receive an authorization to be valid. b. The merchant will process the transaction through the merchant POS device and enter all detail possible regarding the transaction. Gallons of fuel sold. ii. Fuel cost including taxes iii. Fuel taxes must be separately identified for all AIR Card transactions. iv. Fuel discounts, if applicable v. All other detail for classified goods and services. (Landing fees, ramp fees, deicing, catering, maintenance, other taxes etc.) Merchant may decide whether to include taxes in fuel price or separate them. c. All transactions should be batched and transmitted to Avcard or the merchant's processor daily. 3. Manually Entered Electronic Transaction Tickets The same procedures should be followed as those for Electronic Transaction Tickets except that the authorization will be obtained by the merchant over the telephone at the time of the transaction and manually entered into the POS device at a later time. VALIDITY OF CARDS The merchant will take reasonable steps to ensure that the card presented is valid and has not expired at the date of the transaction. RETENTION OF RECORDS 1. The merchant agrees to maintain a copy of each transaction ticket for a period of not less than 3 years from the date of the transaction for electronic transactions.The merchant agrees to maintain paper sales draft tickets for a period of not less than 180 days from the date of the transaction. 2. The merchant agrees to provide Avcard with a copy of any transaction ticket within 7 days of receiving such a request. 3. Failure to retain tickets for the specified period or to provide Avcard with a requested transaction ticket may result in the transactions being charged back in its entirety to the merchant. 4. The merchant agrees to store transactions in such a manner as to insure the security of cardholders'card numbers. CHARGEBACK AND CREDIT TRANSACTIONS 1. The merchant agrees to reimburse Avcard or agrees that Avcard has the right to refuse payment on, or chargeback a transaction if: a. The cardholder disputes the transaction with regards to the nature,quality or performance of the goods or services purchased in the transaction, or such goods and services are returned or rejected by the cardholder, or not provided by the merchant. M M W R-96509 b. The transaction violates any applicable law or procedures as specified by Avcard. 2. Avcard will have the right to deduct the amount of a chargeback from the next payment to the merchant. 3. Avcard will have the right to assess a chargeback fee should the number of chargebacks ata given merchant exceed the average number of chargebacks for all Avcard merchants by 250%.The average number of chargebacks will be calculated on a moving 60-day average. Chargeback fees will not exceed the fees charged on the original transaction(s) generating thechargeback(s). 4. The merchant will not resubmit transactions,which have been previously charged back,unless the merchant has corrected the deficiency that caused the original chargeback. 5. When credit transactions or chargeback transactions are processed,the original merchant discount shall not be refunded. CASH PAYMENTS No Merchant shall receive any payments from cardholders with respect to charges for a transaction involving the use of the Avcard, and no cash advance shall be paid by the Merchant to the cardholder for any Avcard transaction. GOVERNING LAW In recognition of the national and international nature of aviation and the necessity for legal certainty, predictability and convenience,these Operating Procedures and all agreements,actions and transactions contemplated herein are governed and controlled by the laws of the State of Florida, including specifically Fla. Stat.ch. 329.41 (as presently enacted),without regard to Florida's conflict or choice of law principles. M M W R-96509 • Shell Aer•Ptass- 0 4 e h ell + Aero , . .._ ., 4. .. ... q ci SI rrple Contact Number Shell AeroClass Member Services:1-800-334-5732 Acceptance Policies AGREEMENT Thank you for participating as a Merchant in the Shell AeroClass Rewards TM Program (the 'Program"). Equilon Enterprises LLC d/b/a Shell Oil Products US( Shell Aviation')through Eastern is offering rewards points(AeroClass Poi hts")to end user customers in exchange for purchases of certain Shell Aviation fuels(the"Products')including Avgas and Jet Fuel.Eastern is offering each Shell Aviation branded fixed based operator('FB0')the opportunity to sign up for the Program and provide the Program to its customers. The Program only applies to purchases of Shell Aviation Products purchased at participating FBOs who have signed up to the Program( ParticipatingMerchante). MERCHANT PARTICIPATION Although we recommend it, participation in the Program is voluntary for FB0s. You are not required to provide the Program in order to continue being a Shell Aviation branded FBO. As a Participating Merchant, Eastern and Shell Aviation encourage you to promote the Program, Customer participation is also voluntary and not all customers will elect to participate in the Program. If a Participating Merchant offers the AeroClass reward program to their customers, they agree to offer the Program to all customers Participating Merchants may not limit or restrict in any way the offer or awarding of program benefits to customers. Shell Aviation is the final authority on accrual and crediting of AeroClass Points and reserves the right to deny or revoke AeroClass Points at anytime if Shell Aviation determines that they were improperly or mistakenly obtained,accrued or credited. GENERAL RULES Participating Merchants will award one(1)AeroClass Point for each gallon of Shell Aviation Products purchased at the Participating Merchant's location r Partic pating Merchants may reward additional AeroClass Points for special promotions at their discretion. Participating Merchants may start and end special promotions at their discretion. Participating Merchant will be responsible for paying accordingly for any additional AeroClass Points awarded. Participating Merchant can only apply AeroClass Points to customers who are members of the Program(Wernher') Participating Merchants mustrompl ywith all Shell Aviation branding requirements.Participating Merchants may or ly award IvIIVWFI-96509 9 0 T ..C.J AeroClass Points in full amounts and may not award any partial allocation of AeroClass Points. Participating Merchants are not permitted to stack award points from any other reward program with AeroClass Points, Participating Merchants may not participate in or issue points for any other customer rewards program other than the Shell AeroClass Program. In the event Merchant voids,reverses or refunds any purchase transaction, Merchant is responsible to verify that any corresponding AeroClass Points are voided, reversed or refunded from Member's reward program account. Shell Aviation may, in its discretion, change the Terms and Conditions and/or any other rules governing the Program, including those relating to the accrual, use and benefits of AeroClass Points,at any time with or without notice.Any potential benefit or rewards offered to Members or Participating Merchants pursuant to the Program may be withdrawn by Shell Aviation Of subject to new restrictions at any time with 60 days notice on the Program's website,All Rewards, discounts and other benefits available through redemption of AeroClass Points or otherwise in connection with the Program are subject to availability. INVOICING AND PAYMENT Merchant agrees to pay Eastern a fee for each AeroClass Point offered at Merchants location, The fee for each AeroClass Point may vary and any variations may be made by Shell Aviation at any time with 60 days advanced not ce posted on the Program's website, In the initial stages of the program, Eastern will invoice Merchant for the AeroClass Points offered to Members.Merchantwi'I have 30 days from receipt of the invoice to remit payment for the invoice to Eastern. After such time as the pont of sale devices at Merchant's location is equipped to process Program transactions,the second stage of the Program wil require the Program rewards card to be swiped through the POS device. During this second stage of the Program,the POS device will take deduct payments for the applicable merchant payment for the AeroClass Points directly from the transaction settlement process. Merchant agrees that Mufti Service Aviation, the POS processor for Shell Aviation and Eastern, can deduct the applicable per transaction payment amountout of such settlement process. VIOLATION OF TERMS AND CONDITIONS Shell Aviation has the right to monitor all activities relating to your participation in the Program, If required by applicable law or if you violate any of these Terms and Conditions or the terms and conditions of an offer related to the Program or otherwise improperly interfere or tamper with the operation of the Program, Shell Aviation or Eastern may terminate your right. to participate in the Program or this Agreement. In addition, to the extent permitted by law, you may be liable for monetary losses to Shell Aviation and/or any third party vendors, including Iitiga;icon costs and damages, and you will not be allowed to participate in the Program in the future, subject to Florida Statutes § 768, 28, To the extent permitted by law, FBO will be fully responsible for any and all fines, penalt.es_,lawsuits,or violations charged or imposed on FBO for any violation of any applicable law or regulation related to the Program or any violation of the terms and conditions set forth in thisAgreement, subject to Florida Statutes§768.. 26. TERMINATION Shell Aviation and/or Eastern reserve the right to terminate a merchant's access to the Program for any reason including but not limited to merchant fraud, improper use of Shel Aviation branding, and improper reward issuance. In the event Shell Aviation exercises the right to terminate a merchant. Shell Aviation wi I provide advanced written notice to merchant and Eastern. Shell Aviation reserves the right to end the Program upon ninety(90) days written notice to Members. In the event Shell Aviation terminates the entire Program, Eastern will provide all Participating Merchants 90 days advance written notice of such termination. Any unauthorized use or improper use of logos or branding may result in the FBO being terminated from the Program or having its location de-branded. M M WR-96509 A it *endix A* Shell Aviation Shell Aviation Credit Card Merchant Fees4 shoo ST ,...,crib -- . 4 erch, .. hedu e b CardT i e Card Type 24 hour ' 4e hour 7 days 1,4 days , 21"iii Shell Aviation ____* 0.000% 0.000% 0,000% 0.000% 0,000% Shell Contract Fuel 0.000% 0.000% 0.000% 0.000% 0.000% Shell Retail (Fleet) 0.000% 0,000% 0.000% 0.000% 0.000% Shell Citi MC - qualified 0,000% 0.000% 0.000% 0.000% 0.000% - Shell Citi MC - unqualified tier 1 0,000% 0.000% 0,000 "® 0.000% 0,000% Shell Citi MC - unqualified tier 2 0.000% 0.000% 0.000% 0,000% 0.000% Multi Service 3,000% 3.0001% 3.000% 3,000% 3.000% Visa - qualified 2.375% 2.375% 2,375% 2.375% 2.375% Visa - unqualified tier 1 3.350% 3.350% 3,350% 3.350®1 3.350% Visa - unqualified tier 2 3.550% 3.550% 3.550% 3.550% 3.550% MasterCard 2.375% 2.375% 2,375% 2.375% 2.375% MC - unqualified der 1 3.3509/0 3.350% 3.350% 3.350% 3,350% MC- unqualified tier 2 3.550% 3,550% 3.550% 3.550% 3..550% American Express 3.250% 3,250% 3.250% 3.250% 3.250% Discover 3.000% 3.000% 3.000% 3.000% 3.000% AVCARD 3.000% 3,000% 3.000% 3,000% 3,000% _ AIR Card - DESC 3.500% I 3.500% 3.500% 3.500% 3.500% AIR Card - Local 3.500% 3.500% 3,500% 3.500% 3.500% i Shell AeroClass ' ir itial Pay Rate: $0.010 per point and $0„010 per gallon of fuel paid to Eastern, Qualified-Means a transaction that has been swiped through the P06 machine and has been settled on the same calendar day as the authorization occurred, . Non Qualified Tier 1 -Means a transaction that has been manually keyed(non swiped)OR a transaction which was not settled on the same calendar day as the authorization occurred OR was submitted from a device not certified.oy SAPC to process qualified transactions. 0 Non-Qualified Tier 2-Means a transaction that has not been settled electronically(paper ticket)OR a transaction which has not been settled to SAPC within two calendar days from authorization. i, All rates may be subject to change per contract with Eastern Aviation Fuels. Settlement Days in Business Days, excluding bank holidays "The Shell US Transactions Fees to Merchants Schedule by Card Tyco is set forth in Agreement Na. 16-7031 at Exhibit B. mikirwR,96509 ": i V A,C.) �_....1 EASTE-1 OP ID: CR ACC: RC, CERTIFICATE OF LIABILITY INSURANCE DATE(MMIY) �� 06/01//20172017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Eastern Aviation Ins.Servs. NAME' 3070 Five Forks Trickum Road PHONE,Ext):770-978-4855 FAX No):770-9784868 P.O.Box 1534 E-MAIL Snellville,GA 30078 ADDRESS: Terry M.Britt INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers INSURED Eastern Aviation Fuels, Inc. INSURER B:AIG P.O. Box 12327 New Bern,NC 28561 INSURER C:Granite State Insurance Co. _ INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR /Y TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DDYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE 1 D CLAIMS-MADE OCCUR PREM SESO(Ea occurrence) MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) A ANY AUTO X BA 9043N303-15 HPR 09/01/2016 09/01/2017 BODILY INJURY(Per person) $ ALL OWNED ( SCHEDULED BODILY INJURY(Per accident) $ AUTOS OS OWNED PROPERTY DAMAGE $ HIRED AUTOS X AUTNON OS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X AND EMPLOYERS'LIABILITY STATUTE OTH- ER Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE N/A WC012775795 09/01/2016 09/01/2017 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Property 02-LX09272191-10/00 09/01/2016 09/01/2017 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION COLLIER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier CountyBoard of THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. County Government Barbara Lance AUTHORIZED REPRESENTATIVE 3295 Tamiami Trail East Terry M. Britt Naples, FL 34112 1 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD AIG AEROSPACE INSURANCE SERVICES, INC. CERTIFICATE OF COMMERCIAL LIABILITY INSURANCE This certificate is issued for informational purposes only. It certifies that the policies listed in this document have been issued to the Named Insured. It does not grant any rights to any party nor can it be used, in any way, to modify coverage provided by such policies. alteration of this certificate does not change the terms,exclusions or conditions of such policies. Coverage is subject to the provisions of the policies, including any exclusions or conditions, regardless of the provisions of any other contract,such as between the certificate holder and the Named Insured. The limits shown below are the limits provided at the policy inception. Subsequent paid claims may reduce these limits. Producer: Named Insured: EASTERN AVIATION INSURANCE SERVICES, LLC. EASTERN AVIATION FUELS, INC. 3070 FIVE FORKS TRICKUM ROAD AND AS ENDORSED LILBURN,GA 30047 P.O. BOX 12327 NEW BERN, NC 28561 General Liability • Insurer Name: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA Policy Number: AP 003380404-23 Policy Effective Date: September 1,2016 Policy Expiration Date: September 1, 2017 $ 10,000,000. Each Occurrence Limit $ 250,000. rlamarip Tn Premises Rentact To Yogi Limit(any nnr.prPTikeQ) $ 10,000. Medical Fxnense I inljt(am/one oerson) Limits $ 10.000.000. f'eFsonel&Advertising Intdw Aaeregatc Limit of $ NOT APPLICABLE Insurance General AearAaate Limit 10,000,000. Products/Completed Operations Aaareaate Limit Hangarkeepers Limit $ NOT COVERED Each Aircraft Limit $ NOT COVERED Each Loss Limit $ NOT APPLICABLE Hangarkeepers Deductible(each aircraft) General Aggregate Limit applies per: X Policy I I Project ri Location Description of Operations/Locations/Endorsements/Special Provisions Additional Insured Status THIS CERTIFICATE DOES NOT GRANT ANY COVERAGE OR RIGHTS TO THE CERTIFICATE HOLDER. IF THIS CERTIFICATE INDICATES THAT THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED,THE POLICY(IES) MUST EITHER BE ENDORSED OR CONTAIN SPECIFIC LANGUAGE PROVIDING THE CERTIFICATE HOLDER WITH ADDITIONAL INSURED STATUS. THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED ONLY TO THE EXTENT INDICATED IN SUCH POLICY LANGUAGE OR ENDORSEMENT. Cancellation In the event of cancellation of any policy described above, the insurer will attempt to mail . days written notice to the certificate holder prior to the effective date of cancellation. However,failure to do so will not impose duty or liability upon the insurer,its agents or representatives, nor will it delay cancellation. Certificate Holder:TO WHOM IT MAY CONCERN Certificate No.1 Authorized Representa‘N.° _ September 17 2017 RRJ r, Date of Issue CGL309 (3/05) Includes copyrighted material of Insurance Services Office, Inc. with its permission C r .WY ;. .> CC NMI ONO 0) Vi DI LU73141..-:- �� U t Z ..*.sr . • , 44,,....:, .....,. -'T';t:'.., . alleille y mum O c c co N 0 a) p U E a) +- womm } > 00 (ICD C . C O) II +_ � U pp <n p �'C O O� � (in ONS ~ -77 NS �� E_ •N'��� � Q) � Q a) O•� � UOp O N � � � ErD o D O , O 4.41 � L —� � � Ep-— O — O �- mUNoE C lij CL a) � c o ONp} CoC� a�._ U �z3 o � wN O cavOU,cD •_0� ,� �'' .00 O QQ= =• c>,.,..2a� 0 »°o '0 �000,"..~ ° ° QQ 4— *410yi.0.4141;44WPA Umi � �O� o-oc ° <C -a. 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