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Backup Documents 06/13/2017 Item #16G1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENT ` THE BOARD OF COUNTY COMMISSIONERS OFFICE ' � ,lEd '�' ! ! Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to tke Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be recei jO ilea iWAttorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP tt Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the doctii415illttOMPanfOete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office • ialls Date 1. Risk Risk Management (14)124(1 - 2. County Attorney Office County Attorney Office6,4 4k6-1,y) 7 4. BCC Office Board of County ar b Commissioners J 1 / (0-d1-/ 4. Minutes and Records Clerk of Court's Office b(uWl 3: f - 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Barbara Lance for Kristofer Lopez Contact Information 239-252-8998 Contact/ Department Agenda Date Item was June 13,2017 Agenda Item Number 16.G.1 Approved by the BCC Type of Document Contract Number of Original ,� p Attached � Documents Attached PO number or account N/A 16-7031 Aviation Fuel Eastern Aviation Fuels, number if document is Purchase and Delivery In c. to be recorded >� INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable colu ' hever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signat e STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be BL signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's BL signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved bythe BCC on 1 )nd all changes made duringthe PP �� 1 �'..., meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. i 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made,and the document is ready for the , t, o vtauff,Chairman's signature. ��^ 16G 1 MEMORANDUM Date: June 21, 2017 To: Barbara Lance, Purchasing Tech Procurement Services From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #16-7031 "Aviation Fuel Purchase and Delivery" for the purchase and delivery of aviation fuel at County Airports Contractor: Eastern Aviation Fuels, Inc. Attached, please find an original copy of the contract referenced above, (Item #16G1) approved by the Board of County Commissioners on Tuesday, June 13, 2017. The second original contract will be held in the Minutes and Records Department for the Official Record. If you have any questions, please contact me at 252-8406. Thank you. Attachment 1 6 G AGREEMENT 16-7031 for Aviation Fuel Purchase and Delivery THIS AGREEMENT, made and entered into on this 134" day of ame, 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/i] Page I of 16 Agreement tr I 6-703 1 Avwtc,n FueLs Purchase and Deliver) I aster n Aviation Fuel&Inc 16G1 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 100LL, 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: rstallingseasternaviationfuels.com [17-PRC-03282/1330854/1] Page 2 of 16 Agreement 416-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc, t... AV 16G 1 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-0328211330854/1] Page 3 of 16 Agreement#16-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc. 1661 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 4of16 Agreement 416-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc. :4 1 6 G 1 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 0 16G1 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#16-703 I Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc. 16G1 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-03282/133b854/1] Page 7 of 16 Agreement#16-7t)31 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc. 16G1 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 I J Page 8 of 16 Agreement#16-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels.Inc t '4() 16C1 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. 0 1 6 G1 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 a TY COMMISSIONERS °« COLLIER a , FLORIDA Dwight E.,B)'ock, Clerk of Courts a;, By: . By: /,..&Penny Taylor, airman iir Dated: .Lem 7-1‘70r7 (SEAL) Attest as to Chairman's signature only. Eastern Aviation Fuels, Inc. Contractor G^ By: -.. -1116--)' ---1,---- Fir$ Witn ss Signature bJ LL �tai ten/ R.,,ber k- L . Sie-lli• ss, Pr'-Cl TTypelprint witness namet 'Type/print signature and titleT S c nd Witn4ss TType/print`witness name? Approved to o d gality: Depu Cgynty 1 orney liAt 1— Print Name Item# _ Agenda r_ - 2„h Date (f/ J ' l Date to .r� �` !n Rec'd 6 Lam. L� Ai. Deputy tql , [17-PRC-03282/1330854/11 Page to or 16 (i7 /Agreement s16-7031 Avignon Fuels Puicluuc a l Delivery Eastern Aviation Fuels.Inc „` CAS' ..... ........................ 16G1 • 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, Immokalee 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 (X01) 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-03282/1330854/1] Page 11 of 16 Agreement#16-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc. 16G1 1 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 lmmokalee 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-03282/133085411] 1'age 12 of 16 Agreement#16-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc } 1 601 Exhibit B: Negotiated 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 Immokalee 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. C .............. 16G1 Florida Excise Tax $0.0690000 per gallon Florida Pollution Tax: $0.0207200 per gallon Federal Excise Tax: $0.1930000 per gallon Federal LUST Tax: $D.001ODOOper gallon The itemized differential below includes all fees above the Terminal Rate to include all transportation costs for delivery of Shell Avgas 1 OOLL three (3) airports, as listed below: |U Marco Island Executive Airport, FL $0.1229000 per gallon Immokalee Regional Airport, FL $O.11530OOper gallon Everglades Airpark, FL $O.1180U0Oper 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 subjct to change |' per Florida Statutes, Chapter 206.9935, as amended. Split pricing: The differential for splitting 4000 gallons avgas between Marco Island, Fl and Everglades City, FL (Pt Eve/Jet Star) increases to: $O.155OUOUper gallon The differential for splitting 4000 gallons avgas between lmmokalee, FL and Everglades City, FL (Pt Eve/Jet Star) increases to: $O.1517OODper gallon Cost of Jet A fuel additive is available in 55 Gallon Drums for $695.50 de|kmrad, or an additional S0.O145per gallon blended at the Terminal. Payment of Terms Offered: EFT Net 10 days Credit Card Processinq: CARD TYPE Processing Fee Shell Aviation 0.0096 Shell FleetiShell Retail 0.00% Shell ContracFuel 0.00% Shell MasterCard 0.00Y6 MasterCard/Visa 2.0096 American Express 2.75% Discover 2.75% Multiservice Card 2.75% U.S. Government Air Card 8.0096 Funds are processed and deposited within 48 hours of the transaction by utilizing the Verifone VX-820 POS machine. [17-PRC-03282/1330854/1] Page wuu6 Agreement w/o-7o 1^.w/,m,uempvrchasemdoel/v"ry Eastern Aviation FuelsInc 1 6 G 1 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-03282/1330854/1] Page 15 01116 Agreement#16-7031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc. (,& 16G1 Exhibit C-Shell Merchant Terms and Operating Procedures Manual (attached hereto following this page) [17-PRC-03282/1330854/1] Page 16 of 16 Agreement#164031 Aviation Fuels Purchase and Delivery Eastern Aviation Fuels,Inc. (CI 1 1 6 G EXHIBIT C nShe I Aviatio MERCHANT TERMS AND OPERATING PROCEDURES ?AWNR 6909 (S.1 Table of Contents16 G 1 C'�i'ERv1E"E+ 4 ACCEPT f3LE ARD T�r1a1 . ,.,.. ., A EPTANCE POLICIE , PAY EV'T SCHEDULE' _ 12' TAIL NUMBER(AIRCRAFT EGI TR.A,T'ION)VERIFICATION...:..:.:...... 12 RULES At L/«lFf� G JI ,n;Ft(}' y12 VISAIMASTERCAR ..,16 AUTHORIZATION NUMBER. ,.„„s,.err,.x ACCEPTANCE Pot.AnE a...... 16 ALlIIOR ATION IU k EI . 3' At'UIOI ZATICNNUML3ER, 38 ACC Pr'ANCEPOLICIES....... .....:.. . .....a. ,, . .:.,tt„. .....: ....,.... ..,......,,. .....,,...,.,,.,.., ,a. 38 ACCEPTANCE ACC M MWR-965O 1 G 1 Introduction Overview These operatirg procedures highlight the policies and procedures specific to each card type you may accept as a She 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 23561, and administrated by U.S. Bank Multi Service Aviation(MSA), 12800 Foster St, Overland Park, KS 66213.Any references in this Agreement to Shell Aviaticn Processing Center(SAPC)refer to Multi SeiviceAviation, Acceptable Card Types As a Shell Aviation merchant, you may accept the following cards: Shell Aviation American 8,xpress Shell Contract Fuel Discover Shell Retail AVCARD Shell MasterCard Rewards Cards: Muh.I Service Aviation Shell AeroClass AIR Card Visa MasterCard The processing fees and payment terms for each card type are illustrated in Exhibit B: Negotiated Price Schedule attached to Agreement 16-703.1. General Policies 1. Card must be valid as illustrated in each specific section. Do not make sales on expired, altered,or cut cards, or on the basis of previous sales. 2. Both the approval code and customers signature are required on all 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. 5, All invoices submitted must represent actual sales made at your location and must identify your location. Invoices may not originate from any other scul-ce. 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 EouipMENT, OR CANCELLATION OF YOUR FUEL SUPPLY CONTRACT. tvilOW R (6C 9 (1) 16G1 SHELL AVIATION,,, • . ,, .'''':114' 'g ;' a6`:. , X14. .4. ' Authorization Number ber Voice Authorization:1-888-767-1982 Acceptance PolicieS 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 include 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 the Merchant by Multi Service under any contract,agreement,Or arrangement,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 TAILNUMBE} 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 or the plane into the electronic POS device during the transaction, rot MWR-5Gso9 RULES AND REGULATIONS 1 6 G 1: VALID CARD: The Merchant will accept all valid Shell Aviation Cards when properly presented as payment from cardholders for authorized percnases.The Merchant is required to obtain an authorization code from SAPC to ensure the card is valid. 2. COMPLETION OF INVOICE: Every transacticn must be completed in full by the Merchant. Non-fuel items may be entered on the same transaction with feel 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 completed. 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 tee transaction took place. 3, CHARGEBACKS: Merchants may not receive payment from SAPC or may be subject to chargebacks for any transactions that do not comply with the regulations and instructions 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 riot corrply with these Operating Procedures,SAPC may elect to bill the transaction and attempt to collect from the custerner. 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 SAPC'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 feture revisions bycontinued participation in the Shell Aviation program after the effective date of the revisions. 8. 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 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 FOS Guide for POS operating instructions which can be viewed at vvww_shellaviationeards.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 e ive the details of the purchase as requested. The operator will give you an authorization cede or state that the transaction cannot be approved. Those transactions which are approved must then be enterer as a 'Post Authorization."Refer to the operations guide for your electronlc 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 untilthe information is electronically transferred to SAPC,) MMWR-96509 16G1 MERCHANT SUPPORT If you need assistance, you can reach Shell Aviation Merchant.Support toll-free at 1-888-7671982 from 7`00 ant to 00 p.m, Central Time. Our verification operators and POS Support team are available 24 hours a day, seven(7)days a week, for you rcenvenience. MISCELLANEOUS INFORMATION If your customer wants to be a Shell Aviation cardholder,give them an application,refer them to www,sheliaviationcards.com. or have them call Customer Serviceat1-888-767-1982. A�1poil v1)6509 1 G 1 MULTI SERVICEAVIATION usbank .. - 90n11 17'1'4 r: w, ,.mt.z.:174=01MCW Authorization Number Voice Authorization: 1-877-MSA-CARD(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 party 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 anysums payable to the Merchant by Multi Service under any contract,agreement,or arrangernent,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 cares 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. mivivvs-sGSCS 411 16 G1 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 16G1 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[#]. 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 M W if-C) 1 6 G 1 US GOVERNMENT . IR CARD ,, ,A,•0‘4;i'47 ' 0,11,''1.:1V1* ria, - -- ti„,,,,tt-40.4::. 4%•011% 0.'44, ,, ' ''''‘''''''''''l' 1''''''''‘'' '-:1 •',t', 'sSiEst:, . ,,,. „ . .., ,,:r';'-i.,,, • * ' ;Itz ,..,,,,,,,,,*-Ht‘z: I CO „,„,” , , ' '-A 4-.1-c.;*occ't'41,4,4fAt5-,"7",:t":4egle,,,:17--°*e''''et:cr'3"1.71,1*47,4-r'4;7,,t;?,,c3{446.r1:*T":40.!mIttlic741*"*".4wP411:1;t:II‘iii7:01414e4",:tot*i e' „,,,1 ..,,,z 41,,,,,,,i ",'. ,: . -' gr, ' ''''""t:- 4. •t., 4 Pt I r`v''''''''111:ctlitouayggo oreogg,o .m.aste,vosmazwra 4 gra lit- ' ii 1 . ir 11' 1.1.44 1 ' j"'llt"' OVOM*W;°11113$111'W:f ItrICV.V ' , ' .-- ‘1' mint°4TweermAegfbwrifv§14.*° ,..lookt,t,...„0"0“, efre.,: , -- 4,1124,, „*. , , o:7:mrnt,tli:lawaixii:iteTurio.t.ttGewIta..oemtsoa:tt7:35ttucroxr;,v, , 6011 ..„4 m /11111 ,9A, ,= -,,3%, , ,4 74 * ti i *'' '' rcei Lif.444,40041 . /4 12/22 ' 4150 -.-' USN l'."' '''''''AY'1.43'''',11:::47'illeit tA.e' only - - AIR Card® Acceptance Operating Procedures Important Contactinforniatiori VoiceAuthorizailoh: ;11.9815;231179.9°35774C oUuStsamIned UCSa naandda Canada Support Phone: ++11..8 B1:2310 7 8:9338 01 3 o 1 US sd andl: eI.Jsand Canada _. m 9Canada merchant-suPPcrt:§aut'rd -15"c° 217 93513• Support E-Mail: SupportFax,. +1.913- Submit your manual invoices to: By e-mail ,nuoleespaireardsys corn By fax: +1913217.9308 By mall, AIR CardtOperations,6650 college Bivd,,overland Park,KS 66210 USA ) e Policies— Acceptance Revised —April — 2016 AGREEMENT As an authorized Merchant for Kropp Holdings Inc. ( ) you, AIR Card30. A I! AIR Card®sales mu h r , into any agreement If "Kt II" agree to sell merchandise,be serviced,e U.S. GoveromentMulti service Technology servicense,natnvvd,itbbyanb;),otherot e services to authorized holders, of th and handled by I.,„HI or ,its„s subcontractor,ut enter . I T cards. processed, es that the), will not enter into or attempt to e. party. The Merchant agrees , a transaction,it toallow such other party to service, . Party '- Teflon,makes an to a requirement of pr process, or handle transactionsgenerated, , ,, exception generated by use of Krii KHI.in its sole disc . does not negate . " Operating Procedures for any other transactions. t;S, GOVERNMENT AIR CARD V FoRPA GREEmENT. SUBMISSION OF INVOICE OR AGCEPTANGR.EISOAFNADN CONDITION!OF TUE Kilt NIERCLIANTA CONSTITUTES ACCEPTANCE OF THE TER reimbursesa t blished Merchant Of Agreement. In both types 'HI processes and the Merchant for the,transaction in accordance, . t ,Ngtee-vvnitla the terms and ._ conditionskin these Operating Procedures and established 0 ...t. romvvA 96509 C.) 16G1 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. 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.kbiao.comialr-eard**" PAYMENTSCHEDULES Kill 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 KHI,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 (AIRCRAFTREGISTRATIONJVERIFICATION If a tail number is embossed on the U.S. Government AIR Cards, verify 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. RULES ANDREGULATIONS 1 VALID CARD AND AUTHORIZAION The Merchant Will accept all valid U.S Government AIR Cards when properly presented as payment from cardholders for authorized purchases All LI 8.Government AIR Cards purchases must be authorizec prior to invoice submission,kJ',h onzat Ion must be obth ned by utrlaing one of the auth onzattoi m et hods provided by KHI or by calling the number listed on the first pane 2 SUBMISSION OF INVOICE:Merchants may submit invoices for U,S.Government AIR Card sg via various methods: A. Electronic(certified and approved by KHI)—Point of Saleozos)device,FBO Software or via electronic fie settlement. B. Manual—Mail cr sooner fax,oremail 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. tatAWS-96509 0 16G1 Merchants may also submit invoices or batches of deliveries for U.S. Government AIR Card® transactions via electronic tile settlement through the KHI secure gateway. Many companies utilize accounting software that allows transaction data to be exported into a prescribed file format. The KIR settlement and 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. a COMPLETION OF INVOICE:The Merchant must complete every invoice in full Non-fuel items may he entered on the same transaction with fuel.The cardholder's copy of each Invoice or signed fuel delivery ticket must be delivered to the owe holder atter the invoice or delivery'ticket is completed. Applicable taxes must be separately stated(example-FET, State Tax, VAT, GST,Sales Tax must each be reported on a separate line)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.S.Gcvemment AIR Card®onto the:nvoice or delivery ticket,or enter the full card number and tail numaer onto the invoice cr the delivery ticket. U.S.Government AIR Cards®begin with 789682.When an authorization code is required(see instructions above)be sure to enter the authorization code on each invoice. Submit invoice copies to KH1 within 30(thirty)days of purchaseas evidenced by the postmark date,faxed receipt date or eenail receipt dale) or KHI cannot guarantee payment to you cr your credit cardservioe previcer. The minimum information required for transactions to be considered complete: 1. Merchant number or merchant identifying information 2. ICAO 3 Card nembea 4. Tail numberiside number or Navy unit identification code(US Navy Only)/serial number 5. Date and time ofdeltvery 6. Invoicedate 7. Product or detailed descnotion of purchases(Lir.ecl as separate line items) B. Fuel:net quantity of fuel in US gallons or liters with unit of measure clearly identified O. Price charged perunit 10. Cost per unit for ground services and handling 11. sig nature and printed name 12. Signature of fueling operator 13, Cardholder name(e.g.unit or squadron name) 14 Authorization code(see author zation code section) 15. Invoice number and/or 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.G overnrnent AIR Card®Merchants,the card must be swiped through an electronic magnetic card reader or entered manually on the electronic processing system provided by Kill or your fuel supplier for acceptance of the U.S. Government AIR Card*,Electronic Mercbants should settle transactions to your processing center by 11:59p.m.U.S.Central Standard Time on the day the-,ransacaon took place. c. While the U.S Government AIR Carat!)may be used for both fuel and ground services,only specific aviation related ground services and prcducts may be charged to the U S.Government AIR Cards.Acomplete list of authorized ground services and products is located in A ppendix A of these Operating Procedures and the most current version can always be downloaded at www.khinc,corWairecard.It is the merchant's responsibility to alwa ys be using the most current version,Invoices received with charges other than theseauthorized charges will be returnedlo the Mer chant for correction and resubmission.Additionally,the bundling or packaging ot ground se'vices is not permitted and invoces 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 thine party subcontractor,the Merchant will accept full responsibility in managing the subcontractor.The Merchant will ensure that said subcontractor adheres to the guidelines set forth in this document and provides the services represented byte Merchant.It is the Merchant's responsibilityto manage their subcontracter to obtain invoicing information and to then render an invoice to KHI for DLA approved services rendered. Should a cispute arise,KHI will work to resolve the situation with the Merchant directly and will not attempt to rerriediate with a subcontractor. 5. CI-IARGEBACKS AND REJECTED TRANSACTIONS:Merchants will lot receive payment from KHI or may be subject to chargeaacks orreiections for any invoices that co not comply with these Operating Procedures,KHI will chargeback orreject, any U.S,Government AIR Cad transaction to a Merchant where the tvlei chant had previously billed the same transaction to MIVIVA-96509 0 J . • at,' 1 G 1 the cardholaer,or the Merchant fails to provide requested back-up information wileir.three{3) United States business days: international merchants have up to fourteen{14}calendar days to submit requested back-up information.Inthe event that KHI receives an invo ce that does not comply with aese Operating Procedures,KHI may elect to till the invoice and attempt to collect from the cardhoder. If Kelt,in its sole discreticri, makes an exceptio i to a requirement for particular trar+saction(s), it does nal negate any clause in these Operating Procedures for al`other transactions,KHI will net refund the Service Fee on any chargeback transaction.If such traisaction is re-subrrifted art additional Snrvca 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 tnecardholder for any U S.Government AIR Carder transact on. 7, REVISIONS:KHI may revise these Operating Procedures at its option at any time,and any revisions will become effective seven(7)days after notice of such revisions to the Merchant,The Merchant will be deemed to have agreed to,this and any future revisions by continued participation in the U.SGovernment AIR Card®program after the effective date of the revisions_ 8. AUDIT AND REVIEW OF PERFORMANCE:DIA-Energy and KHI have the rivet at al reasonable times and on reasonable notice in wanly of atleast fourteen(14)days to audit and inspect your systems,procedures,supporting documentation, financial and other books and records to the extent that they relate:o your otligations under the related Merchant Agreement and Operating Procedures.Merchants are a.so required to respond ttCLA--Energy or Kell surveys should the need arise, 9, GOeERNING LAW.JURISDICTION AND FC RUM:These/MR Card®Operating Procedures will be governed under the laws of the State of Florida.Each of parties agrees to the exclusive jurisdiction and forum of the federal court sitting in Cal her County, Florida,without regard to Florida's conflict cr choice of law principles,in any action or proceeding arising out of or relating to this Agreement,provided,however,for any melte(or controversy not qualifying for federal subject matter jurisd ichors; 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 cif tie action or proceeding may be heard and determined in any such court and the parties hereto agree to srjchjur; diction arid forum In recognition ce the national and intematianal nature ofavtatonand the ne essityfcrlegalcertainty, predictability and comerience: upon reimbursement from Kiel, Merchant irrevocably assigns to Kill 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<HI to pursue payment from the accountholder. 10 LIABILITY:The Merchant acklowledges that Kell andlor any of its affiliates are acting as a processor only and et no time does title cr risk of loss for any product or servic esupplied pass to KH I Any dispute arising under or about such a purchase is a matter between the Merchant and the accoJnt holder purchasing the praduot or service Neither party will oe liable to the other party under the KI-il Merchant Agreement and Operating Procedures and all relateddocume nts for a ny indi rect cr consequential loss or damage(including loss of profits, business,contracts,anticipated savings,revenue or goodwill)suffered by the other party',tether such loss is caused by that party's breach of its contractual obligations or by any tortious act or omission (including negligence)or in any other way, 11, INDEMNIFICATION:Except for Kopp Holdings Inc.'s willful misconduct,gross negligence or negligence,ere in theexerrtaulhorized by law,Merchant agrees to inderrniiy arid hod harmless Kill iIsofficers,directors,employees,successors,assigns.subsidiaries,arid affiliates from and against any and all losses,damages,costs,and expenses(including,without limitation,any reasonable attorneys' fees and court costs),liabilities,claims,settlements,and judgments arising out of(r;,Merchant's or its employees'or agents'gross negligence, willful misconduct or negligence in the performarce of its duty and obligation under the Merchant Agreement cr Opera Ing Procedures or related doc,rments,liethe failure by Merchant or its employees or agents to properly comply with t he terms of the Merchant Agreement or Operating Procedures or related documents; (iii)Merchant or its employees' or agents' errors or omissions regarding the siihjere 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, Sectcn76e.28, nor shall the same be construed to constitute agreement by either party to incemnify the other party for such other party's negligent, grossly negligent,willful or intentional acts or omissions. Except for Merchant s willful misconduct,gross negligence or negligence, KM agrees to indemnify and hold harmless Merchant. its officers,directors,employees,successors,assigns,subsidiariies,and affiliates from and against any and all losses,damages, costs,and expenses(including,without limitation, any reasonable attorneys' fees and court costs),liabilities,claims, settlements, and judgments arising out of (i) Kell or ils employees' or agents' gross negligence, willful misconduct or negligence in the peeermance-of its duty and obligation under the Merchant Agreement nr these Operating Procedures or related documents)(ii) the failure by KHI or its employees or agents to properly comply with the terms of the Merchant Agreement or these Operating Procedures or related documents;or(iii)KHl or its employees'or agents'errors or omissions regarding the subject matter hereof. 12, FORCE MAJEURE.Neither party will be liable to the other for failure to perform tinder the KH I Me hare Agreement or these Operations Procedures or related documents where such failure to perform is due to any natural disaster,fire,flood, storm strike,labor anrest,acts o`Gad,equipment or power interrupt ens(when not due to the negligence of the nonperforming; party, its employees and contractors),interruptions irethe telepho-resystems,failures in third-party computer software or hardware,or any cause beyond the non-performing party's reasonable cjontrol provided that written notice of such force majeure event is provided to the other party+iridin ten(le)days cf such event.However,in the event thai any party declares force maceu're and will be unable to recommence performancerwithin sixty(60)days of the date of the onset of force mateure,the parties agree that they will meet and negotiate in good faith concerning acceptable solutions to the situation, (1aAi '' ' 113325 0- �M' 16G1 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 merchants to ootain tax exemption s on behalf of the US Government • f IrPlie:• :133250211) 16G1 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 MWOW8=X2/133250211) 16G1 VISA/MASTERCARD t, ye ei'VP.A4A0:444,44 s .01 gn 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,theMerchant 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 07: , 1 6 G 1 Ca rd Not Present includes,but is not limited to,Mail Oder,Telephone Order,and Elect Commerce Transactions. h)Card Present:The processing environment where the Payment Device is physically presented to the Merchant by the Cardholder as the form of paymer t at the time of sate, i)Cardholder(1)The individual in whose name a Payment Device has been issued:arid(ii)arty individual wbo possesses and uses a Psyrnent Device and who purports to be the person in whose name th e Payment Device as issued or whose signature appears cn the Payment Device as an authorized user, j)Chargeback:A sales Transacton disputed by a Cardholde*or Issue-pursuant to the Payment Network Regulations, k)Conficential Information:All information or items proprietary to MSA,of which the Merchant obtains knowledge or access as a result of trio Merchant's relations*with MSA, including, ho:not limited to,the following types of information and other information of a similar nature(whether or not reduced to writing),subject to the Florida Public Recands Law Chapter 119,Florida Statutes: scientific,technical,or business information,product makeup lists,ideas,aor cepts,desigr s,drawings,techniques,plans,calculatiois,system designs, formulae,algcrithrms.programs, software(source and object code), hardware,manuals,test procedures and results,identity and description of computerized records,idereity and description of suppliers,customer hats,processes,procedares,trade secrets, 'knew-how,'marketing techniques and material,marketing and development plans,price lists,pr Ging policies,and all otherf nanciat Information. Convenience Fee:Any fee or charge for the use of a Payment Device in a Transaction. m)Credit Card:a(i)Visa card or other card bearing the syrnbol(s)orVisa Inc.:(ia MasterCard card or other card bearing tae syrnbotts)of MasterCard Ina;or (ii)any card bearing the symbol e any other Credit Card Association r)Credit Card Associations:(i)V-sa I ac,,(ii)MasterCard Inc.:(iii)arid any other organizatIon that provides Cards that are accepted by Merchant by agreement with MSA, o)Credit Card Rules,All applicable rules and operating regulations of the Credit Card Associations,and all rules,operating regulations,and guidelines for Credit Card Transactions issued by MSA from time to time,including witnout limitation,all amendments,changes and revisions made thereto from time to p)Credit Transaction Receipt:A document,in paper or electronic form evidencing a Merchant's refund or price adjustment to be credited to a Cardholder Acccunl q) EAF:Eastern Aviation Fuels,Inc. EBT Card:A card utilized for electronic bar efits transfers. s) EFT Networks(i)Interlink Network Inc.,Maestro USA,Inc-,Visa and MasterCard:and fat)any other organization or association that hereafter authorizes MSA to authorize,capture.and/or settle Transact ons effectea with debit cards,and any successor organization or associat on to any of the foregoing. t Electronic Check Service Asscerabore Visa,NACHA,and any otherorganization 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 Sena ce Associat ions,and all rulea,operating regulations,and guideliries for Electronic Check Service TrarsactIons.ssued byMSA from time to time,including without limitation,all amendments, changes.and revisions made thereto from firriete lime v)Electronic Commerce Transaction:A Transaction that°mars when the Cardholder uses the Internet to make a purchase From a Merchant or a Merch 39; uses the Internet to submit the Transaction for processingto MSA. w)Interchange.The clearing and settlement system for Visa and MasterCard Credit Cards where data is exchanged between MSA and the IssLer. x)Issuer:The financial institution or other entity that Issued the Credit Card to the Cardholder. 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(MOrT0';Transaction:For MO,a Transaction that occurs when the Cardholder uses the rrait to make a purchase ham a Merchant and for TO,a Transaction that occurs when tie Cardholder uses,a telephone to make a purchase from a Merchant. aa)MasterCard:MasterCard Inc. bb)Merchant Application,Any docunent containing information regarc irig Merchant*business that is submitted to MSA in connection with Merchant's a pplicatian for processing services,including documents submitted by Merchant as a part 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 tot me by MSA in its sole discreticn,with written notice in advance to the Merchant. dd)MSA:Mui Service Aviation, a division of U.S.Bank National Associatiora es)National Automated Clearing House Associat an(NACHA):The national assaciatian that establishes standards,rates,arid procedures to e na ale de positc ry financial institutions that are members of meg lonalACH associations,to exchange electronic payments. MINIM/R-96509 • 1661 ff)Payment DeviceAny device used for the purpose of obtaining credit or debiting a desena(ed Account including a Credit Card or otherdevice created to te used for the purpose of obtaining credit or deoaing a designated Account,that is now or hereafter effected through Transactions w th Merchants, gg)Payment Meteoric Any Crede Card Association,EFT Network,Electronic Check Service Association,governmental agency or authority,and any other entity or association that issues cc sponsors a Payment Device. hh)Payment Network Regulations:Individually and collectively,as the context may dictate.the Credit Card Rules ancliorthe Electronic Check Service Rules, ii)Person:Any individual,firm,corporation business trust,palnership,governmental agency or authority,or other entity and shall irclude any successo-(by mercer or othervese)of such entity. POS Device:A temenel,software or other pcineoesale(ley ce at a Merchant locatienthat conforms to the requirements established from time to time by MSA and the applicablePayment Network. kk)Prepaid Cards:A reloadable card having available funds to the Cardholder paid for in advance. • II)Program;The Payrnent Device processingservices aid other related products and services received by Merchant pursuant to the Agreement. mm)Reserve Account:TneAcccunt established pursuart to Section(6)(6). nn)Reserve Amount The amount established pursuant to the calculation set forth in Section(13)4 co)Reserve Event;The events designated in Section E3(6)(13), pp)Retrieval Request:A request initiated by a Cardholder or Issuer that requires the Merchant to produce a legible copy of the Cardholder's signed Transaction Rece pt within a specified periodof time. cia)TOS:These Terms of Service and alt additions to,amendments,arid modifications of.and at replacements to the TOS. as applicable. rr)Transaction:Any action by a Cardholder using a Payment Device and a Merchant that results in activity or the Cardholders Accoant le.g,payment, purchase,refund,or return). ss)Transaction Receipt;The paper or electronic record evidencing the purchase of goods orsery ices from,or payment to,a Merchant by a Cardhcld er using a Payment Device it)Value Added Services:Any product or service orovicred ay a third party Unaffiliated with MSA to assist Merchant in pracessing Transactions.including without lirnitaton, Internet payment gateways,integrated FOS Devices,inventory management and Accounting tools.loyalty programs,fraud prevention programs,and any other product or service that participates,directly ,or indirectly,in the flow of Transaction data. uu)Visa:Visa Inc 2)RULES OF CONSTRUCTION. Capitalized terms used and not otherwise defined h erei a shel have the meanings ascribed to such terms in Me TOS. Sing Aar terms shall Inc ude the plure,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 neer lo the TOS and not to any partcular provision of the TOS The word"day"shall mean"calendar day',unless speceicale stated othervise. II the event of a conflict between the terms of Section B-General Provisions,and any subsequent section of the TOS,the terms of the subsequent section shall prevail, Sect on B-General Provisions 3)ACCEPTANCE OF PAYMENT DEVICES, Merchant shall determine in accordance with the Payment Netvvore Regulations and the Agreement which types of Payment Devices it will agree tc 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 andcondltions for the acceptance of any Payment Devices other than Credit Cards shall be set forth in one ormore addenda leech an "Addendum"),which shall incorporate the TOS by reference. Each Addendum shall be governed oy the TOS,as well as by the terms set forte in the Addendum 4)DEPOSIT OF TRANSACTIONRECEIPTS. a)Funds. Menave-96509 • 0 ea` • te 16G1 i Deposes.Merchant agrees that the Agreemert is a centred of inancial accommodation within the meaning athe Bankruptcy Code, 11 U.S.C.Section 365,as amended front time to time. Subject to this Section, MSA will deposit to the Account ail funds evidenced by Transaction Receipts complying with the terms of the Agreement ard the Payment Network Regulations aid will previde Merchant provisional credit for such funds less recoupment of any Chargeoacks,returns,adjustments,fees. fines,penalties,and other payments due under theAgreemerte Merchant acknowledges that Merchant's obligation to MSA'Cr all amounts awec under the agreement arises out of the same transactioe as MSA's obligation to deposit funds to the Account, ii)Provisional Credit,All Transaction Receipts and deposits are subject to audit and filet checking by MSA,and may be adjusted for inaccuracies or enere, Merchant acknow edges that all credits for funds provided to Merchant are provisional a nd subject to Chargeoacks and ad ustm ants in accordance with the Payment Network Regulations,whether or not a Transactioe is charged back by the Issuer. MSA may elect to grant conditional credit for individual or groups of Transaction Receipts. Final credit for Transaction Receipts will be granted within MSAS sole discretion. iii)Original Transaction Receipts..Under no circumstances we MSA be responsible for processing returns,refunds,or adjustments related to Transactions not criginally processed by MSA. b)Processing Limits, MSA may impose a cap on the dollar amount of Transaction Receipts that 1 will process for Merchant This limit may be changed from t mete erne without prior notice toMerch am, If Merchant exceeds the established limit MSA may suseend the processing of Transaction Receipts,end either return a It Transaction Receipts ev dencinc fends over the cap to Merchant or hod those deposits ir a separate Account or Reserve A CCOU nt. 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 Carctrelder of Issuer disputes the validity of the Transacton forany reason. Merchant authorizes MSA to offset frOm hinds due the Merchant'cr Transaction activity-ler the amount of all Chargebacks,with written notice in advance to Merchant. Merchant will ully cooperate with MSA in complying with the Payment Network Regulations regarding Chargehacks 5)ACCOUNT. a)Establistunent andAutholity, Merchant will este Wish and maintain one o r more Accounts eiti its*)estcry leseuten b facilitate pa yment for Transactions. Merchant will maintain sufficient funds In the Account to accommodate all Transactions contemplated by the Agreement and all Chargebacks,returns, adjustments,fees fines.penalties. b)ACei Authorization, Merchant authorizes MSA and its respective vendors and agents to initiate credit entries to the Account,the Reserve Account,or any other Account maintained by Merchant at any institution that is a itaceieing member ofACH,all n accordance with theAgreernent. This authorization will remain in effect after terminatior of the Agreement and until ell of Merchant's obligations to MSA have been paid in full In the event Merchant changes Me/l:count,te is authorization will apply to the new Amount and Merchant shall provide MSA such information regarding the new Account as they deem necessary. It may take MSA up to ten(10)business days after MSA's receipt of a wetter notice from Merchant to reflect ri ds system any chang e to Merchant's Account 6)SECURITY INTERESTS,RESERVE ACCOUNT, RECOUPMENT,AND SET-OFF, a)Security Interests 0 M MeV II-96509 16G1 SecurityAgreement.The Agreement constitutes a security agreement under the Uniform Commercial Code,Merchant grants to MSA a security interest upon; (A)present and future Transaction Receipts:and(B)any amount which may be due to Merchant under the Agreement,includirg,without limitation,all rights to receive any payments or credits under the Agreement(collectively,the"SecuredAssets";. This security interest will secure all of Merchant's obligations under the Agreement and any other agreements nc w existing or later entered 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 Mercnant ii)Perfection.Upon request of MSA,Merchant will execute one(1;or more control agreements or other documents to evidence or perfect this security iiterest.Merchant represents and warrants that no other person or entity has a security interest in the Secured Assets. With respect to such security interests and liens,MSA vin:1 have all rights afforded under the Uniform Commercial Coce any other applicable law and in equity. Merchant will obtain from MSA written consent prier to granting a security interest of any kind in the Secured Assets to a third party. Merchant agrees that this is a contract of recoupment and MSA are no required to file a motion for retiefrom a bankruptcy action automatic stay to realize any of the Secured Assets. h)Reserve Account, El Establishment.MSA may establish a Reserve Account in the Reserve Amount upon the occurrence of a Reserve Event for the purpose of providing a source of funds to pay MSA for any ono all amounts owed by Merchant. ii)Reserve Amount.The Reserve Amount is equal to the aggregate dollar value of: Average%creel its to processing volume during the same period 4,average%Chargebacks tc processing volume during the same period)multioked by four multiplied by average monthly processing volume clue one month's average fees plus#deye delayed delivery multiplied by the average day's processing volume!. For purposes of this calculation,the number of days delayed delivery means the number of days between the date on which the Cardholder's Payment Device is charged and the date the Cardholder receives and s satisfied with the product, Merchant must obtain prior consent from MSA to change the Acooun. If Merchant does not get such consent,MSA may immediately and without notice terminxe the Ag teem ent and may take any other action either of them deems necessary in their discretion. MSA have the right to rely upon written instructions submitted by Merchant to request charges to the Account. Merchant may request from MSA written confirmation O'MSA's consent to change the Account. c.)Account. If the Account is maintained with MSA(as part of U.S,Bank National Association),MSA vlI deposit all funds evidenced by Transaction Receipts to the Account subject to Sectior(B)(4)of the TOS. MM*11-9.5509 16131 MSA wit make deposits to the Accotnt pursuant:c the Agreement and the ACH Authorization(aefined below) To the extent required,Merchant authorizes and appoints MSA tri act as Merchant's agent to collect Transaction amounts from the Issuer. MSA,in its sale discretion.may grant Merchant provisional credit for Transaction amounts in the process of collection,subjed to receipt of final payment by MSA and subject[a all Chanarstacks,retur ,is,adjustments feeslines,pens and any other payments due under the Agreement. Merchant shat maintain sufficient funds on deposit in Merchant's Account to pay al items as they come due ir the ordinary course of busmess, d)Assered Errors. It is the responsibility of Merchant to reconcile the statements re gartlinc Transaction activity received from MSA,any Payment aletwara,and any third party vendors with the statements Merchant receives for MercriantsAccount Merchant must promptly examine all statements relating to the Account and immediately notify MSA in writing of any errors in thestaterr ent Merchant received from MSA. Merchant's written notice must include; (ii Merchant name and Account number.(ii)the dollar amount of the asserted error.ail)a description dale asserted error and(iv)at'explanation of why Merchant believes art 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 not be liable to Merchant for any errors Merchant asserts at a later date, Merchant may not make any claim against MSA fo-any lass Cr expense relating o any asserted error for forty-five(45)days immediately followng 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 orexpense in connection with the asseited error without notifying MSA, e)Depository Institution. Merchant authorizes its depository institution to grant MSA access to arty and all information or records regarcing the Account,as required by law, Merchant authorizes MSA 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 sufficient to fully protect MSA's rights Cinder this Agreement. Merchant directs the depository institution to immectiateay comply with any such direction from MSA, fi 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 Flarida Statutes§762 . To the extent permitted by law,Merchant will also indemnify and hold harmless the depository institution at whim Merchant maintains Merchant's Account for acting In accordance with any instruction from MSA regarding the Account,subject to Florida SLatues§758.28. g)Reserve Event. The foaming will constitute Reserve Events: (a)fraudulent activity in an y rnont tay period that equal or exceeds one percent(1%)of Merchant's average monthly vo ume over the preceding twelve(12) month period,(b)Chargebacks in any monthly period:rat equal or exceed 1%of the total collar value of incoming items to MSA,(c;MSA's reasonable belief that Merchant has accepted deposits but has not delivered tae goods or s e rvice s,(l)the commencement of a Bankruptcy Proceeding by o'against Merchant, (e)termination of the Agreement for any reason,(f)nonpayment of amounts owed to MSA,ane (g)the occurrence of an adverse change in Merchant's fir ancia condition, h)Funding. MSA may fund the Reserve Account up lo the Reserve Amount by depositing Into the Reserve Account funds they would otherwise be obligated to pay Merchant. WOW R-96509 1601 i)Termination of Reserve Account. Funcs held in the Reserve Account shall remain in the Reserve Account until each of the following has occurred: (1)the Agreement has been terminated; and(2)Merchant has paid Meet all amounts owing or that could ever he owed under the Agreement inceeeng all Chargebacks,returns,adjustment,fees,fines,penalties,and any other payments due under the Agreement. In no event shall Merchant be entitled to a welter of any fines remaining in the Reserve Account before 270 days following the effective date after initiation of the Agreement. jI Recoepment and Set-off MSA retains the right of reeevpment and set-off. This means that it may off-set any outstanding or uncollected amounts owed to them from; ()Any amounts they would Otherwise be obligated to deposit into tie Account; and(ii;Any other arroults they may owe Merchant under the Agreement. Merchant acknowledges that in the eve nt of a Bankruptcy Proceed ng,in order for Merchant tc provide adequate protect toe 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 obligatioes relate to Transaction Receipts initiated or created before or after the filing of the bankruptcy petition. k)Remedies CUmulative. The rights conferred MSA in this sect on are net intended to be exclusive of each other or of any other rights and remedies MSA under the Agreement,at law or Inequity, 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 servicee,eupplres,and equipment n accordance with TOS.and any additional application or selupform(s). Such fees will be calculated and debited from each transaction processed an an MSA card, MSA shall have the right to change fees,including adding fees for additional services utilized by Merchant,pass through to Merchant increases in Interchange,assessments,orfees imposed by a third party upon‘'.30)days write a notice. b)Other Amounts Owed. Merchant wilt immediately pay MSA any amount incuried by MSA attributable to the Agreement,including,wttiout imitation,Cltargebacks,returns, adjustments,fees fines,penalties(ir cluding all fines and penalties assessed by the Payment Networks as a result of Merchant's Transaction processing), and any other payments due ueder the Agreement. MSA may withhold these amounts from Merchant's next payment. MSA may charge interest,as allowed ley Law,on all uncellectee items that are more then thirty(30)days past due. c)Taxes. Merchant is a isocbligated to pay all taxes and other charges imposed Oy any govemrnenta I a ethorItyon the goods and services providec under the Agreement, If Merchant is a tapexempt entity,Merchant will provide MSA with an appropriate certificate of tax exemption. 8)ACCURACY OF INFORMATION;INDEMNIFICATION;LIMITATION O;' LIABILITY. a)Accuracy ci Inforrnat i on. Merchant represents and warrants to MSA that all information provided to MSA in the Merchant Application,in the bid process if a pplicabe,or otherwise in the Agreement is correct and comPlete, Ne6N R-365o9 1661 Merchant must notify MSA in writing of any changes tosuch nformatior.including,without Weston,any additional fooation or new business at which Merchant desires to accept payment services,the identity of principals ar Nor owners,the form of business organization(ee. sole proprietorship, partnership,etc.),type of goods arid services provided and how sales are completed by telephone,mail,electronic commerce,or in person at Merchanrs place ofbusiness). The notice must be received by MSA at least ten('0)business days prior to the change. Merchant will provide any additional information requested ty MSAw Ithin a reasonable time To the extent permitted by law,Merchant wilt defend,incernalfy,and hold harm ess MSA for all tosses and expenses incurred by MSA arising out of any suchchange,whether or not reported to MSA,or Merchant's failure toprove requested ieformation,subject to Florida Statutes§768 28. MSA will be liable for and indemnify,defend,and hold harmless Merchant and its respective employees,officers,directors,and agents against all claims, inducing cle ens made by third parties,losses,damages,liabilities or expenses arising out of the Agneement and for all reasonable attorneys'lees and other costs and expenses paid or incurred by Merchant in the enforcement of this Agreement,inducing those resulting from any Transactivo processed under the Agreement or any breach by MSA of the Agneerne MSA may immediately terminate the Acreernent mean ratification by Merchant of e change to the information in the Merchant Application Merchant authonzes.MSA to contact credit reporting agencies end Merchant's creditors Ic make inquiries and obtain reports regarc ing Merchant's credit standing upon MSA's receipt of the Merchant Applicator b)Idemnification. To the extent permittec by law,Merchant will be liable for and Indemnify,defend,and hold harmless MSA and its respective employees,officers, directors,and agents against all claims, Including claims macre by third parties,fosses;damages,liabilities orexpenses arising out of the Agreement are for all reasonable attorneys'fees and other costs and expenses paid or incurred by MSA in the enforcement of this Agreement, including those resulting from any Transaction processed under the Agreement or any breach by Merchant of the Agreement and those related to any Bankreptcy Proceeding,subject to Florida Statutes§768.28. MSA we be liable for and indemnify,defend,and hold harmless Merchart arid its respective employees,officers,cerectors, and agents against all claims,including ci aims made bethird parties,losses,damages,liabilities orexpenses 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 Transaction processed under the Agreement cr any breach by MSA of the Agreement, c)Limitation of Liebility. Merchant acknowledges thet MSAs fees for the service s provided to Merchant are very small in relation to teefunds advanced to Mercha mit for Transactions and consequently MSA's vellingness to provide thesesereces is based on the liability limitations COltained In the Agreement In no event will MSA or its agents,officers,directors,cr employees be liable fcr indirect exemplary,punitive,special,or consequential damages. d)Performance, MSA will perform all services in accordance with this Agreement. MSA makes no other warranty,express or implied,regarding the services,and r°thing contacted in the Agreement will constitute such awarranty. MSA diselsirn all implied warrantee,,ncluding those of merchantability and fitness era particular purpoee. MSA shall not be table for any failure or delay err its performance of this Agreement if such failure or delay arises for remits beyond the control of MSA and without the fault or neglipence of MSA. 9)REPRESENTATIONS ANDWA RRANTIES. Merchant represents and warrants to MSA as ce the time the Agreement is effective,and reaffirm to MSA each time a Transaction is effected during the initial term or any renewal term of the Agreement,the folkeeng: a)Information. Merchant is a corporation,limited liability company partnership,or sole proprietorship validly existing and 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 be el ness,firancial condition and principal partners,owners or officers of Merchant. NISA has the right to rely upon written instructions submitted by Merchant to request changes lo the Merchant's business information Merchant m ay request written confirmation of MSA's consent to the changes to the Merchant's business inform aton. Merchant will not submit Tran.sactions for processing to MSA for any businesses,products,or methods of selling other then those eel forth in the Merchant Application at the time Merchant applies fonservices Voiihout the prior written consent of MSA. b)Corporate Power. Merchant and the persons signing tee Agreement have the power to execute and perform the Agreement, MMWR-96509 „V) 16G1 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. C M MW R-96509 lou ' Further,Merchant represents and warrants that signing and/or performing in accordance With the Agreement will not violate any Law,or conflict with any other agreement to which Merchant is subject. c)No Litigation: There is no action suit,or preceeding pending,or to Merchant's Knowledge,threateeed which if decided adverselywould impair Mereh ant's ability lo carry on its business substantially as now conducted or which would adversely affect Merchant's financial condition or operations, Merchant has never been placed on the MasterCard MATCH system('er-teeny knoem as the Combined Tenanted Mer-hant File) or,if Merchant has Merchant has disclosed that fact to MSA inwreing, d)Transactions. All Transactions are bona fide, No Transaction involves the use of a Payment Device fcr any purpose other than the purchase of goods or seneces from Merchant or a return or adjustment related to such purchase. No Transaction involves Cardholder obtaining cash from Merchant un:ess allowed by the Payment Network Regulation,and agreed to in writing with MSA e)Compliance with Laws and Regulations, Merctiant will comply with all Laws and Payment Network Regulations 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 whide credits are made is being used 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, information security, and operational facets of Merchant's business at its expense when requested by MSA Further, Merchant acknowledges and agrees that the Payment Networks nave the eget to audit Merehanes busiress to confirm compliance with the Payment Network Regulations. b)Information i)Authority Merchant authorizes MSA to mak e,from tenet°time,any business and personal credit or other inquiries they consider necessary to review the Mercnart ApplleatiOrt Or tOntinue t 0 provide Serviee unrier the Agreement.Merchant also authorizes any person or credit reporting agency to compile iniforrnatior to answer those credit inquiries and to fern lsh that Ink mutton to MSA. ii)Financial Information. Upon the request of MSA,Merchant will provide MSA audited financial statements prepared by an independent certified peblic accountant selected by Merciant.Merchant further agiees to provide to MSA such other information regarding Merchant's financial condition as MSA may request from time to time.Within 120 days after the end of each fiscal year,Merchant will furnist MSA,as tequested,a financial statement cf profit enc loss for the fiscal year and a balance sheet as of the end of the fiscal year. c)Customer Identification. To help the government fight the funding of terrorism and money lauricienrig activities,Federal la w req uires all financial Institut ions to obta•n,verify,and record information that identifies each person who opens anAccount, Accoelingly,Merchant must provide certain information and identifying documents to allow MSA to identify Merchant 11)RESPONSIBILITY FORACTIONS. Merchant Is responsible for the actions of or failure to act by Merchant's officers,directors,employees,agents,business invitees,arid those of any other Person who,with or without Merchant's consent or cooperation,obtains access to Information related to Tra n sections, 12)FRAUD MONITORING Merchant is solely responsible fcr moretoring Merchant's Transactions and the actions of Merchant's officers.directors,employees,agents,business irvitees,third party vendors,includi rig Value Added Services,and those of any other Person who.with or without Me rCha rICS consent or cooperation,obtains access to Merchant's Transactions,for fraudu lent or other suspicious activity. MSA is under no duty to monitor Merchant's transactions for frauculent or other suspicious activity M Mei it-seecie 0 16G1 13)BUSINESS CONTINUITY, Merchant is solely responsible for developing and maintaining a disaster'ecuvery pan. Merchant should test the opera eon of such plan Cr parts thereof,on a periceiie basis to ensure as effectiveness if providing disaster recovery cdpabilitv:o Merchant. Merchant will maintain sufficient'backup'information and data(e g.,Transaction Receipts or detailed re porting)with respect to Transections in order to reconstruct any information or data loss due to anysystem malfunction. MSA is Lnder 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 Nehvork Regulations, Merchant must ensure that any Value Added Serece used by Merchant is registered with the Payment Netviorks priorto the performance of any contracted 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 wilt be responsible for ensuring compliance by the third party offering such Value Added Services with all app lic a eie Laws and Pay'lent Network Regulations, To the extent permitted by law,Merchant will irideMrilfy and hold harmless MSA from and against any loss,cost,or expense incurred le connection Mt,cr by reason of Mere-tare's use of any Value Added Service,subject o Florida Statutes§788,28, MSA is rot responsible forte Value Added Services provided by an unaffiliated third party and MSA is not respc nsib le for any Transaction until M SA receives data for the Transaction in tie format required by MSA. b)Use of FOS Devices Provided by Others, In addition to the foregoing,if Merceant uses Value Added Services for the purposes of data capture and/or authorization,Merchant agrees: (i)that the third party providing such services will be Me•-cha nt.'s agent in the delivery of Transactior s to MSA via a data processing system or network compatible with MSA's and(ii)to assume full responsibility and liability for any failure of teat third party to comply with applicable Laws and the Payment Network Regulations or the 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 in the format required by MSA. '5)TERM AND TERM!NATI ON a)Term and Termination, This Agreement shal become effective upon acceptance nf Visa or Master Card Transactions.Any party rnay terminate this Agreement at any point with or without cause by providing written notice to the other party,to become effect ve upon receipt, b}Notice of Termi nat lore Termination shalt tie effective on the date specified by the written notice;provided,however Merchant agrees that closing Merchant's Account with MSA may take upto thirty(30)days following MSA's receipt of written notice of termination. In those limited instances where Merchant's Account is es instated by MSA following termination by either Me-chant or MSA.all of Merchants obligations under the Agreement are likewise 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 Transactions processed priori()teen in ation 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 in ust maintain enough funds In the Accou it following termination to cover at Chargebacks,returns,adjustments,fees,lines,penalties,and other amounts due under the Agreement for a reasonable time,but in any event,rot less than leo cays from termination. MNNV R-96509 16 (31 It a Reserve Account is established by MSA,then any balance remaining atter Chargeback rights have expired and all other amounts owed by Merchant have been paid will be disbursed toMerchant, in Return to MSA. All promotional materials advertising displays,emblems,Transaction Receipts,Credit-Transaction Receipts,and other forms supplied to Merchant and nut purchased by Merchant or consumed in use we remain the property of MSA and must be returned to MSA or destroyed within ten (IP)business days after termination of the Agreement. To the extent permitted by'aw,Merchant will be fully liable for anya rid all loss,cost,and expense suffered or incurred by MSA,arising cut of any failure to return or destroy such materials following termination,subject to Florida Statutes§768. 28. ib)COMPLIANCE WITH LAWS AND PAYMENT NETWORK REGULATIONS; a)Compliance with Laws and Payment Network Regulations. Merchant agrees to comply with tee Payment Network Regulations and with any policies end procedures provided by MSA,subject to receiving advance written notice of any new policies and procederes. The Payment Network Regulations are incorporated into tee Agreement by reference as if they were fu tysel forth in the Agreement Merchant further agrees tocompywith all Lawsincluding without I;m itatio n,Laws related to (:)Payment Devices.,and fel electronic fund transfers;and(ii)confidential treatment of information. Merchant will assist MSA in comptyirg in a complete and timely manne-with all Laws and Payment Network Regulations now or hereafter applicable to any Transaction or the Agreement, Merchant will execute and deliver to MSA all do:.urnerts they may from time to time reasonably deem necessary to verify Merchant's cornoliance with this provision. b)MATCH, Merchant acknowledges that MSA is required to report Venetia nes 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 obligee ons related to the listing by MSA. c)Security Program Compliance. Merchant must comply with the requirements of the Payment Card Industry(PCI)Data Security Standard including the Cardholder Infarrnetlee Security Program(C1S:P)of Visa and the Site Data Protection Program(SDP)of MasterCard,as applicable,and any modifications to,or replacements of such programs that may occur from tinieto time. Merchant also shall ensure that all third parties from whom Merchant procures Value Added Sereces or ltiirc party POS Devices comply with the requirements of those programs. Upon request.MSA wi nprovide Merchant with the respective websile links to obtain the current requirements of the Visa and MasterCard programs. P eq ' Merchant is responsible for its actions cr inactions,those cf its officers;;directors,shareholders,ernolnyees and agents,including any third party vendors with whom Merchant contracts to perform services for t. To the extent permitted by law,Merchant shall indemnify and heed MSA harmless from any liability,loss,cost,or expense resulting from the violation 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 Device of any other Payment Network that has a security program In place,Mordant must comply therewith aid ensure that its officers,directors,shareholders,employees,and agents,including any third party vendors from whom Merchant procures Value Added Services or POS Devices also comply with the program requirements of such Payment Net vark, d)Data Compromise. Merchant must notify MSA mmediately(and if notice is given orally,it must be confirmed in writing within twc(2)business days),if Merchant knows or suspects that Cardholder information has been accessed or used without authorization, Merchant must take irrwnediatesteps to preserve all business records,logs and electronic evidences and contact local law enforcem ent authorities including the local FBI and U.S,Secret Service. Merchant must work with MSA to rectify any issues that may result,inc uding providieg MSA with(and obtaining any necessary waivers for)all relevant infoneatlo n to verify Merchants ability to prevent future data incidents in a manner corsistent with the Agreement. Mtv1W it-965O9 6 Witnout wary' ing any of our rights and remedies,to the extent permitted by law.Merchant is liable for all fraudulent transactions rela: •such da a inddere and all costs MSA incurs as a result of such incident,inclucing Calms frorn third parties and WI costs related to the notification of Cardholders and cancellation and reessuance of Cards,forensic invest g ation,and PCI review or a report of compliance, subject to Florida Statutes 768.28. Merchant must provide to MSA.on reeuesl,aude reports of Merchant cornputer systems Or da:a incidents or allow MSA to perform such audits of Mereneknts expense Audits must identify the cause of the data incident and car-firm whether or riot Merchant vas in complier ce with tee Payment NetworksPCI Data Securey Standard at the time oft he incident. 17)USE OF TRADEMARKS;CONFIDENTIALITY;PASSWORDS. a)Use ot Tracemartes. Merchants use of Visa and MasterCard marks,as well as marks of other Payment Networks,will heir comply with the Payment Network Regulations. Merchant's right to use all such marks ill terminate upon termination of the Agreement. Merchant's use of promotional materials.provided by Visa,MasterCard,andior other Payment Networks will not indicate,directly or Indirectly,that Visa MasterCard,or such other Payment Networks endorse any goods or services other than their own and Merchant may not referta Visa, MasterCard,or any other Payment Networks instating eligibility for Merchant's products or sere ices b)Confidentiality. i)Cardholder and Transadion Inforrnat Ion Merchant shall at all times protect the confidentiality of Card eolder and Transaction liken'a bon in accordance with all applicable Laws and Payment Netwerk Regulations Merchant will not disclose Cardholder or Transaction irearrnation to any third party,except to an agent of Merchant assisting in completing a Trar section,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 marinerto prevent access by or disclosure to anycne ot her than Merchant's authorized personnel. Merchant must mainta o Cardholder and Transaction irnernation for such time periods as may be required by Laws and the Payment Network Regulations and thereafter destroy in a manner that 4v111 render the data unreadable all such media that Merchant no longer deem necessary or appropriate to maintain, Further,Merchant mot take all steps reasonably necessary to ensure that Cardholder and Transaction information is rot disclosed o^otherwise misused Merchant may not retain or store magnetic stripe or CWVC`,VC2 data alter authorization for record keeping or additional authorization processing. In accordance with Section{S(1 5)(d),Merchant shall immediately notify RASA of any Cardholder or Transaction information compromise of which it becomes aware whether sich compromise occurred at:Oa the Merchant;,',8)a third prey from whom Merchant procures Value Added Services: (C)MSA;or(0) elsewhere. ii)Bankruptcy. In the event of failure or other suspension of Merchant's besiness operations,including bankruptcy or insolvency.Merchant must not sell,transfer,or disclose an y meted al*'hat contain Cardholder Or Transaction Information to third parties.Furthermore,Merchant must(1)Return this information to MSA, or(2)Provide acceptable proof of destruction ofth is information toMSA. iii) MSA Confidential Information. Merchant shall at all times protect IISA's Confidential Information Merchant wilt not disclose any of MSA's Confidential Information to any third party except as required by Laws. c)Passwords, If Merchant receives a password from MSA to access any cf MSA's databases or sereces Merchant will:(i)keep the password conftenlia:.;ii)not alke.v any other entity or personto use the password or gain access to MSA's databases or services,(iii;be liable for all action taken by any user cf the password; and {iv)promptly notify MSA if Merchant believe NISA'e databases or services or Merchant's information has been cnmpromisec by use of the password. If Merchant receives passwords from a third party,Merchant must protect such passwords in the manner required by such thirc party and Indemnify,defend, and hold MSA harmless from any loses,costs,or expenses that arise from Merchant's use or misuse of such third party passwords. ch)Proprietary Interest. Merchant has no interest whatsoever,including,without limitation,cripyrig et interests,franchise interests,license interests,patent rights,property rights,or other interest in any services,software,or hardware provided byMSA. Nothing in the TOS shall be construed as granting Merck rant any patent rights or patent license in any patent which MSA may obtain in respec to MSAs services,software,or equipment. ivimeve-96500 1601 Merchan:will make no attempt to duplicate or Otherwise ascertain the componenbi,circuit diagrams logic diagrams,flowcharts,soL roe aid obeact code, schematics or operation of,er otherwise attempt to reverse engineer any of MSAs services,equipment,or setware. 18)MISCELLANEOUS PROVISIONS. at 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:he Agreement,the following order of priorly wit apply: (i)any Addendum,(ii)the TOS;(lie the Payment Network Reg u laho ns;(iv)the Merchant Application,(v)the Merchant Operating Gt.ide;and(vi)any abler guides or manuals provided to Merchant from time b time, b)Governing Law, The Agreement will be governed by and construed in accordance with the Laws of the State of Florida,except that Section(8)(18)(f)shall be severned by the Federal Arbitration Act, The parties agree that all performances and Transactions under the Agreement will be deemed to have occurred in the State of Florida and that Merchant's entry into and performance of the Agreement will ae deemed to be the transaction of business within the Slate of Florida. c)Exclusivity During the Term of he Agreement,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 M SA s written consent. d)Co nstniction, Any alteration or strikeover in the text of this preprinted TOS will have r o bin eing effect and will not be deemed to arae id the Agreement. The lea dings used in the 10$are inserted for convenience only and will not affect the interpretation of any provision. The anguage used will be deemed to be tee language chosen by the parties to express thei r mut ual intent,and no rule of strict construction will be applied agaiest any party. e)Assignment. T he Agreement may be assigned by MSA,but may not be assigned ay Merchant directly or by operation of law,without the prior wraten consent of MSA. f) Notices. Any written notice to Merchant under the Agreement will be deemed received upon the earlier of: (i)actual receipt.or(ii)five te)business days alter being deposited intim United States mei!,or with a nationally recognized overnight ca-rier,and addressed to the last address shOeal on the records of MSA Any written notice to MSA shall be sent by U.S.mail or a nationally recognized OVerrliVit carrier to: 12800 Foster Street Overland Park KS 66213 and shz11 be deemed received only upon actual receipt. g)Baneruptcy. MMWP-96509 1 G 1 Merchant will immediately notify MSA of any Bankruptcy Proneeding,receivership,insolvency,or similar action or proceeding initiated by or against Merchant, Merchant will nclude MSA on the list and matrix of creditors as filed with the Bankruptcy Court,whether or not a claim may exist at the time of filirg.Failure to do so will be cause for immediate termination of the Agreement and shall geed the pursuit of any other action available to MSA under applicable Payment Network Regulations or Laws Merchant acenowtedges that the Agreement constitutes en executory contract to make a lean,or extend other debt finaneeg or financial accommodations to,or forthe benefit of Merchant and,as such,cannot be assumed or assigred in the event of Merchant's bankruptcy, h) Attorneys'Fees, To the extent permitted by law, Merchant will be liable for and will indemnify and reimburse MSA for all reasonable attorneysfees and other costs and expenses paid or incurred by MSPefe In the enforcement of the Agreement;ee in collecting any amounts due from Merchant to MSA; resitting from any breach by Merchant of the Agreement;or even defending against any claim or cause of action brought.by Merchant against MSA arising out of the Agreement, subject to Florida Statutes§768.28 MSA will be liable for and will indemnify and reimburse Merchant for all reasonable attemeye'fees and other costs and expenses paid or incurred by Merchant:le In the eiforcernent of he Agreernele i)in collecting any amounts due from MSA to Merchant;(iii)resulting from any breach by MSA of the Agreement;or defending against any claim or cause of acticn brought by MSA against Merchant arising out of the Agreement. i) Customer Contact. Merchant authorizes MSA to contact its customers or their testier f MSA determines that such contact is necessary to obta.ri information about any Transaction between Merchant and a customer, 1)InformationSharing. Merchant understands and agrees that MSA may disclose any inforrration gathered by MSA to(i)MSA's affulates (r e.,companies related to MSA by common control or ownership)that offer financial products or services,including those identified in lheAcreern eat anc to MSA's administrative or service units that perform such functions;(ii)to nonaffiliated companies in order to assist MSA in provioing the products and 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). re Communication with Merchant. Merchant agrees that MSA may provide Merchant with information about tee Program including,without limitation,information about newproducts andeor services by teleph on 0,electronic mail,a nceerfacsire ile, n)Amendments, MSA may propose amendments or additions to the Agreement MSA will inform Me,chant 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. Notwithstanding the previous sentence,changes to fees autheezed by the TOS will be effective upon notice to Merchant,unless a later effective date is provided. Further,MSA is entitled to pass tnroegh to Merchant any fee increases imposed upon MSA by Visa,MasterCard,any Other Payment Network,and any other third party including telecommunications vendors. Severability arid Waiver. if any provision of the Agreement is found to be 3ega1 Of otheevise unenforceable,the invalidity or L nenforceability of that provision will not affect any of the remaining provisions and theAgreement will be construed as if the illegal or unea fercea tee provision Is not contained the Agreemeet Neither the failure,the delay by MSA to exercise,ner the partial exercise of any right under the Agreement will operate as a waiver of such right,nor shell such amend the Agreement. All waivers requested by Merchant must be signed by MSA. p)Independent Contractors, MSA and Merchant will be deemed independent contractors and no one will be considered an agent,joint venture,or partner of the other,unless and to the extent otherv.ieespecifically provided herein. This Agreement has been entered into solely for the benefit of the partes hereto and is net intended to create an interest in any thee party. q)Privacy Laws In acdition to Sect on(B)e 7)(b)above,Merchant must take all cetemercially reasonable steps to protect the eonficientiality of Cardholder and Transaction information and shall establish and maintain physical,technical arid administrative safeguards ID prevent enauthorized access by third parties to such Cardholder and T-ansactici information,using a standard of care at least equelto tile standard required of MSA to protect such information pursuant to appecable Laws,including applicable privacy laws. lvleteileebee9 eaeeeSie 16G1 r)Survival. All or Merchan es obligations to MSA and Member shall s urvive termination of theAgreement,iecluding,without limitation,Sections‘13)(4)through(B)(e), (B)(11),(6)04),(B)(15)1C)through(S;(17).(13)(19)(b),(B)(18)(f),and(13)(1€1)(i)of theTOS. s)Counterparts;Facsimile Signatures;Delivere• The Agreement may be signed in one or more count erpar s each al wh ich shall constitute an original and all of which,taken together,shall consteutecne and the sameagreement. Delivery of the various documents and instruments comprising the Agreement may be accomplished by a facsimile transmission an d such a signed facsimile orcopy shall constitute a signed original. Section C Acceptance of Visa and MasterCarc 19)ACCEPTANCE OF VISA ANDMASTERCA RD. Merchant agrees to the following provisions in addition to the Definition in Section(A)and the General Provisicins of Section(B)above 29)VISA AND MASTS RCARD DE F INITIONS (a) For purposes of this Section,"Credit C ard"shall be deemed to be limited to Lai)Crediabusineee product of Visa:tie consumer debit/prepaid product of Visa:(Ili)creditibusiness product of MasterCard;cr(aacc as urner debit/pre peld product of MasterCard as applicable. (b) The cmditibusiness products of Visa are those products her which transactions by the Cardholder are paid by the Cardholder at least fifteen(15)days after thetran section including:(i)consumer email!Nod ucts(including co-branded and smart Visa versions)suchas Classic,Gold,Platinum,Signature,and Infinite cards;and(II)business products such as business credit,business debit, business line of credit,and smart Visa business,purchasing cards, corporate cards,fleet cards,and commercial prepaid cards (c) The consumers debiaprepa id products of V sa are those products That for watch Transactions by the Cardholder are paid by accessing the Cardholder's asset Account immediately including (i)corisurner Visa check cards such as Classic Gee,Platinum and Visa Check Card II;and(ii)consumer prepaki/EBT cards such as Visa,Visa Payroll,Visa gift cards(including incentives,promo-I-anal,and rebate),child supped cards,unemployment cares,insurance claim cards,cestomer service cards,state disbursement cards(not including unemployment or child support).flexible spending Ae,cou,e1 cards,general purpose reloadable and one-time use prepaid cards,and student aid college cards, The consumer debit prepaid products of MasterCard include Cardholder signature debit cards,prepaid cards,stored value cards,EDT cards aid payrol cards. The creditibusiness p reduce of MasterCard include all other MasterCard products. 21) HONORING CREDIT CARDS. a)Honoring Cards. Merchan:may only accept the credit/business products of V sa and/or MasterCard runter referenced in Sections C(20)(a)(r)and(iii)above : Merchan'under this Agreement with MSAmay not only accept theconsumer debit prepaid products of Visa and/or MasterCard(further referenced in Sections C(20)(a)(li)and(iv)above);Merchants are required to cisplay appropriate signage to communicate the above acceptance policy to Cardhciders, b)No Minimum or Maximum. Merchant shall not establish minimum or max mum Credit Card Transaction amounts. c)Cardholder Identification. In Card Present Transactons,Merchant will identify the Cardholder and check the expiration date aid signature on each Credit Card Merciant will not honor any Credit Card if. (i)The Credit Card has expired;(ii)the signature ci the Trarsactlon Receipt does not correspond with tee signature on the Credit Card,is blank,ar uses tangt,age to the effect of"see or(iii)the Account number embossed on the O-erlit Card does not match the Account number on the Crede Card's magnetic stripe. d)Credit Card Recover/. Merchant will use reasonable,peaceful means to recover any Credit Card: (i)Or Visa Cards, if the printed four digits below the embossed Account number dp not match the first four digits of the embossed Account number;(ii)if Merchant is advised by Member(or its designee) the Issuer or the desigeated voice authorization center to retain r;(iii)if Merchant has reasonable grounds to believe the Credit Card is lost,stolee, counte-feit fraudulent;or otherwise invalid,or it use is not authorized by the Cardholder;or(iv)for MasterCard Ca nds,11 the printed four digits below the embossed Account numbs.do not match the first four digits of the embossed Account number,or the Credit Card does not have the"Twin Globes"hologram on the lower right merle/.of the Credit Card face e)Surcharges re MwR-96509 1 G 1 Merchant will not add any amountto the posted pre of goods or services Merchant offers as a condition of paying witi a Credit Card,except as permitted by tee Credit Card Rules.This paragraph does not prohibit Mercnant from offer ng a discount to induce a person to pay by cash,check or similar means rather than by C redit Card. f) Convenience Fees. Merchant may not assess Convenience Fees unless Merchant has diSdosed such fees tc MSA previously in writing and has been approved by MSA to assess such fees, If Merchant completes a Transaction and aseesses aCoriverrienee Fee wilbeut/laving disclosed such fee previously in wr tine and obtained MSAs consent, Merchant will be in breach of the Agreement and MSA may immediately terminate the Agreement in addition to any other remedies available u ider the Agreement.Laws, and Payment Network Regulators, Transactions that include a Convenience Fee must comply with each of the following requirements;OA Convenience Fee cannot be asseSeed in a face-to- face merchant environment;(ii)The Convenience Fee is permitted only for one-time payments and may not be imposed on recurring payments or transactions Examples of recurring diarges Include,but are not limited to,insurance premiums,subscriptions,Internet service provider monthly fees, membership fees,tuition,or utility charges;(iii)Merceant must provide a eve'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;(iv)The Convenience Fee must be disclosed prior to the completion of teeTra esactIon,anc the Cardholder must be given the option to cancel the Transection if the Cardholder does not want to pay the fee;(y)The Convenience Feemust be included in the total amount of the Transaction; it cannot be"split'cut from the Transaction arm unt The only exception is for card accepta ice programs involving only MasterCard Credit Cards where Visa Credit Cards are rot accepted:(vi)If a Convenience Fee is assessed it must be for all payments(Visa,MasterCard, Discover,AMEX,ACH,and check)within a particular payment channel(mai,telephone arid internee(vii)Additional Visa Convenience Fee Requirements are as follows!(1)it must be a flat tee,(2)it cannot be tiered or percentage based regardless of the value of the payment due,(3)itmust rot be authorized and settled seearately teen the primary transaction (4)the fee re ust be assessed by the same Merchant actually providing the goocs and services,and(5) the fee may not be assessed by e d&rent mercham;(viii)Additional MasterCard Convenience Fee Requirements are as follow The fee may be tiered, percentage based,or flat,and(2 the fee may be autnorized and settled seaaratery from the primary transaction;(ix)Merchants who accept both Visa and MasterCard Credit Cads are restricted to assessing Convenience Fees equally across card types and as sucn the Merchant is restricted to a flat Co riven ienee Fee and must combine all charges into one authorization and clearing Transaction,To the extent Merchant's state has passnd legislation that may conflict with the Payment Network Regeations. Merchant bears all responsibility for,and agrees to hold MSA and Member earmiess from all liability associated therewith, including all fees,fines and penalties levied by the Payment Networks;(xi)Corvenience Fees may be prohibited by Laws in some slates.Merchant rnay not charge Convenience Fees where 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 offset to processing fees. g)Return Polley. Merchant must properly disclose to the Cardholdee at the time of the sales Transacticn and in accordance with the Credit Card Rules,any limitation Merchant has on accepting returned merchandise, h)Na Claim against Cardholder. Merchant will not have any claire against,or right to receive paymentfrom.a Cardholder or any other customer in any Transaction unless Member or MSA refuses to accept the Transaction Receipt Of revukes its prior acceptance of the Transaction Receipt(after receipt of a Chargeback or otherwise). Merchant will not accept any payments from a Cardholder relating to previous charges formerchandise or services included in a-Transaction Receipt,and if Merchant receives such payments,Merchant will prompt e remit them teMSA. i) Disputes With Cardholders. All disputes between Merchant and any Cardholcer relating to any Transaction will be settled between Merchant and the Cardholder, 'OSA 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 COMP sting any sales Transaction. An Authorization Code verifies the Credit Card number s valet,We Credit Card has not been reported lost or stolen at the time of the sales Transactior,,and confirms the amount of credit or finds requested for the sales Transact on isavailable. Merchant will follow any instructions received during Authorization. Upon receipt of an Authorization Code,Merchant dray consummate only the sales Transaction authorized and tr vat note the Autholzatron Code on the Transaction Receipt. le an y case in which a sales Transaction is completed without imprinting the Credit Card,Merchant,whether or riot an Authorization Code i obtained,seal I be deemed to warrant the true identity of the cestorner as the Cardholder For all Card Net Feesentsales Transactions,Merchant must obtain the Credit Card expiration date,Cardholder address and telephone number,and CVV2r'CVC2 number andferward them as part of teeAuthorizaticre b)Effect. IMMO/R-96509 cee 1601 An Authonzation Code does riot; (I)Guarantee the Merchant final payment for a sates Transaction;(ii)g uarantee that the sates Transaction will not be disputed later by the Cardholder as any sales Transaction is subject to Chargeback:or(iii)protect Merchant ie the event of a Chargeback regarding unauthorized sales Trarsactions or disputes involving the quality of goods or services. Authorization Codes will not were any provision of these TOS or otherwise validate a)Fraudulent sales Transaction or a sales Transactior invriving the use o an expired Credit Card, B)Unreadable Magnet c Stripes. F or Card Present Transactions,if'Mereriant authorizes and pre sents Transactions etectro eically and Merchants terrnieal is unable to read the magnetic stripe on the Credit Card,Merchant must catain the following in addition to key-eeter rig the Transaction into the POS Device for processing: ()A physical imprint of the Credit Card using a manual imprinter and(ii)the Cardhotdees 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 will use a Transaction Receipt to document each Card Present and Card Not Present Transaction.Each such Transaction Receipt must include: t) Card Account number(truncated Account nurnoer required on the Cardholders copy)ircluding the specific payment brand(le Visa or MasterCard);(2) Merchant name and!peahen; (3)location Code(i ee merchant identification number issued by MSA):14)Transaction amount,inc ucing applicable taxes,(5t Transaction date; (6)Space for Cardholder sig nee're for Card Presert Traesachors:(?)Indication of who shall receive each copy of the Transaction Re.ceipt (e,g. Merchant Copy,Bank Copy.Ca rdhoicer Copy) (8)Authorization Code;and(9)Terms and conditions of the sale,if restricted, Electronic Commerce Transactions. Merchant will use a Transaction Receipelo document each Electronic Commerce Transaction, Each such Transardin n Receipt must include:it)Card Account number(truncated Account number required on the Cardholder's copy)including he specific payment brand(i C.Visa or MasterCard),(2)Merchant name;(3)Merchant online address; (4)Purchaser name;(5)Authorization Code;(6)Transaction amount;(7)Transaction date;(8;Customerservice contact,including telephone number:and(9)Terms and conditions of the sale,if restrictedl b)Signatures. In Card Present Transactions,Transaction Receipts must be signed by the Cardholder. The requirement for the Cardholder's signature on tie 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 ernbossee on the Credit Card is riot legibly imprinted on the Transaction Receipt,Merchant will legibly reproduce on the Transaction Receipt the'. (I)Cardholders name;(ii)Account number:(iii)eepiration,iate;and(iv)Merchants name and place of business. Additionally,for MasterCard Transactions.Meridian!will I: ibly 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 Is should be replaced with a OH charactersuch as'xa le"or'Itte and not with blank spaces or numeric chara cters. e)Delivery and Retention of Transaction Receipts. 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 I egitle copy of the Transaction Receipt o-Credit Transaction Receipt to the Cardholder promptly following completion of the Transaction in either eleelronic(e.g.,e-mail)or paper(e.g handwritten or terrninat-generated)format, Merchant will retain the"Merchant Copy'of the Transaction Receipt or Credit Transaction Receipt for at least eighteei(1a)months following the date of completion of the Credit Card Transaction(or such longer period as the Credit Card Rules or the Laws may require). f) Electronic Transmissions, MEM A-16509 16G1 If Merchant utilizes electronic Authorization ar,deer data capture services,Merchant will enter the data related to Transactions into a POS Device arid 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:he Transactions are completed. If MSA requests a copy of a Transaction Receipt,Credit Transaction Receipt,or ether Transaction evidence,Merchare must provide it within the time frame specified in the request. 24)RETRIEVAL REQUESTS AND CHARGEBACKS,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).Cha rge backs. Merchant is fully liable to MSA and Member for all Transactions returned to MSA for whatever reason including,but not limited to,Chargebacke. Merchant agrees io accept for Chargebace and will be liable to MSA in the amoent of any sale for wnich the Ca rdeolder or Issuer disputes the validity of the sale for any reason Merchant will pay MSA on demand the value of a IChargebacks, Merchant authorizes MSA to offset from inceming Transactions the amount of all Chargebacks.Merchant will fulty cooperate wen MSA in complying with tee Credit Card Rules regarding Chargebacks. The following is not to be considered a complete listing of the reasons or which Merchant may incur a Chargeback Otis intended only to provide the most commonly encountered situations where a Chargeback mr,doccure I)Failure to respond to a Retrieval Request or failure to provide a legble,complete,or proper copy of a Transaction Receipt in response to a Retrieval Request,ii}Unauthorized use of eCredit Card as allegec by the Cardholder,lit)Dispute by the Cardholder over the quality of goods or services,he Falure by Merchant to provide goods orservices,v)The Transactior Receipt does not bear the Cardholder's signature,vi)The Transaction Receipt represents a sales Transaction for which Authorization was initially declined and was subsequently obtained by Tea ns of multipleAuthorization attempts or other means not permitted hereunder,vie The Transaction Receipt falls to comply with the terms and conditions of the Agreement or fails to comply with the Credit Card Rules,viii)The sales Transaction was completed urdercircurnstanees constituting a breach of the Agreement. c)Exceserve Activ ity. Merchar t'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 (3(1 )(b)l,ii)(3. Excessive Activity"means during arty monthly period,arid for any one of Merchant's terminal identification numbers or merchant ictenteLeation nernbers, Ceargebacks anceer Retrieval Requests in excess of one percent(1%)of the gross dollar amount of Merchant's sales Transactions or returns in excess 01 two and one-half percent(2.5%)of the gross ocher amount of sales Transaotions. Merchant authorizes,upon the occurrence of Excessive Activity,Member and MSA:c take additional actions as either of them may deem necessary including,without limitation,suspension of processing privileges or creat ion or maintenance of a Reserve Aocount in accordance with tee TOS, d)Credits. i)Credit Transaction Receipt Merchant will issue a Credit Transaction Recerot,instead of ssuing cash or a check,as a refund fcr any previous sales Transaction. Merchant will not submit a Credit Transaction Receipt reefing to any Transa ction Receipt not originally submitted to MSA,nor will Merchant subm t a Credit Trarsaction 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,wh'chever 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 sales Transaction in accordance with the Credit Card Rules. It)Revocation of Credit, MSA may,in its sole discretion,refuse to'accept aily Credit Transaction Receipt for',recessing, iii)Reprocessing. Merchant will not resubmit or reprocess any Transaction that has been charged back. e)Fraud and Factoring. Merchant wilt not present for prceessing ercrecht.directly or indirectly,any transactiun not originated as a result of a transaction directly between Merchant and a Cardholder or any Transaction Merchant knows er should knew to be fraudulent or not authorized by the Cardholder. Me/R.96503 1 G 1 Perpetrators of fraudulent Transatlions will be referred to law enfercernenreV' I o s, Merchant will riot deposit any Transaction Receipt representing the refinancing of an existing obligation of a Cardholder,Merchanthet MSA may, within itS sole dlscretion suspend the d tab ersemert of funds from Transacion Receipt for any reasonaele perioc of time required to investigateareesthat suspicious or, unusual deposit activity. MSA will have no liability for losses Merchant may attrieute to any suspension of furls disbursement. 25)OTHER TYPES OF TRANSACTIONS. a)Mall Order/Telephone Order(MO1TO), Merchant may not solicit or accept MO/TO sales Transactions unless Merchant have disclosed such method of sate to MSA previously' in writrig. If Merchant complete a mart()sales Traesactior 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 ender 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 MOTTO are high risk and subject:CI 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)ce MOrTO 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 frauduleraTra nsactien, Merchant will obtain the expiration date of the Credit Card for a MO/T0 sales Transaction and submit the expiration date when requesting Authorization of the sales Transaction.For MO/TO sales Trar sections,Me:chant 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'MO,"asapprapr ate, MSA recommends that Merchant obtain a signed Transaction Receipt or other proof of delivery signed by Cardhoteer for MO/TO sates 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 arid serves to be charged to the Cardholder's Aoccura,the frequency of the recurring charge,and the duration of time during which stitch charges may be made. Merchart will not complete a ny recurring Transaction after receiving:(1)A cancellation notice from the Cardholder,(2)a notice from MSA or Member that authority to accep:recurring Transactions has beer revoeed;or(3)a respon se that the Payment Device is not to be honored, Merchant must provide a subsequent order form te the Cardholder when a Recurring Tralsaction is renewed by the Cardholder.Merchant is responsible for ensuring its corrip:iarice with Laws with respect to recurring Transactions. ii)Limitations on the Resubmission of Recurring Transactions,In some limited instances,Merchant may resubmit a preauthorized recureng Transaction up to four(4)times within sixteen(16)calendar days ef the original Authorization request provided that the decline response is one sif the following:(1) Authorization denied;(2)insufficient funde.(a)exceeds approval amount limit,or(4)exceeds witedra wal frequency. III)Recurring Transaction Receipts,Merchant must print legibly on the Transaction Receipt 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 Reoeipt. For an Electronic Commerce Transaction,Merchant must 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 that compliee with Laws,if the Cardholder's request forgoods or services was initially accepted online. v)Recurring Transactions with Varying Amounts.For Recurring Transactions of varying amounts,all of the following apply: (I)the order form most allow the Cardholder to specify a minimum and maximum Transaction amount lobe charged,unless the Cardholder vvill be notified of the amount and date of each charge,as specified in the remainder of this section,(2i Merchant must inform the Cardholder of their right to rece ve,at leas:ten(10)calendar days prior to each scheduled Transaction Date,written notification of the amount and date of the next charge.and(3)the Cardholder may choose to receive the notification in any of the following ways:(A)for every charge;1,(3)when the Transaction amount does not fall Within the range of amounts specified on the order form;or(C)when the Transaction amount will differfrorn thernost recent charge byrnore than an agreed upon amount, Merchant is responsible for ensuring that all communications with.and disclosures to,Cardholders comply with Laws. c)Multiple Transaction Receipts. Merchant will include a description and total amount of goods and services purchased in a single sales Transaction on a single Transaction Receipt unless: Partial pay-inert is entered on the Transaction Receipt arid the balance of the Transaction amount is paid iii cash or by check al the time c'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. MMWR-96509 (5) 16G1 i)Prior Consent.Merchant will not accept forpayment by Credit Card cry amount represented a deposit or partial payment for goods or service,to be delivered in the future unless Merchant has disclosed such method of sale te MSA previously in:Noting. If Merchant accepts a Credit Card for payment or partial payment of goods or services to be delivered in the future without having disclosed such method of sale to MSA previously in writing,Merchant will be in breach,of the Agreement and MSA may immediately terminate the Agreement in addition to any other remedies avaiiable under the Agreement,Laws,arid Credit Cad Rules. ii Acceptance.If Merch ant has disclosed such method of sale to MSA previously in wnting,then Merchant will complete such sales Trarsactions in accordance with the Agreement.Laws,and Credit Card Rules. Merchant must execute one Transaction Receipt when processing the deposit Transaction and a second Transaction Receipt upon processing the balance of the Transaction Merchant will note the words'deoosie or"ealance°on the applicable Transaction Receipt es appropriate.Merchant will not deposit the Transaction Recept labeled'balance"until the goods have been delivered to Cardholder or until Merchant hes 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/he sale o goods or services for future delivery unless Merchant has disclosed such method of sale to MSA previously in writ leg and Merchant has been approved by MSA to submit suet Transactions, If Merchant has disclosed such method of sale to MA previoasly in writing Merchant represents and warrants to Member and MSA that Merchant will not rely on any proceeds or credit resulting from such sales Transactions to purchase orfurnish goods orservices. Merchant will rnainta in sufficient working capita',to provide for the delivery of goods or services at the agreed upon future date,independent of any credit or proceeds resulting from Transaction Receipts or ether Credit Transaction Receipts in coneection with future delivery sales Transactions or trate Merchant has eilly performed the services e)Electronic Comma roe, Merchant may not solicit or accept Electronic Commence sales Transactions unless Merchant has disclosed such method of sale to MSA previously in writing,and Merchant mayprocess such Transactions only if the Transactions have teen encrypted by a third party vendor acceptable to MSA aid Member, If Merchant submits Electronic Commerce sales Transactions without having disclosed such meth rid of sale to LISA previously in writing.Merchant will be in breach of the Agreement and MSA may irnmedately terminate the Agreetnent in addition to any other remedies available under the Agreement,Laws,and the Payment Network Regulaticne, 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 in such Transactions. Encryption is not a guarantee of payment and does not waive any provision of the TOS or otherwise validate a f raude 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 to Electronic Commerce Transactions will be Firterehanes responsibility.Me'chant understands that MSA will not manage the telecommunications link for Electror ic Commerce Transactions and that it is Mere:lents responsibility to manage that link. Merchant authorizes MSAto perform an annual audit and examination of Merchants wet site and a clue diligence review as required by the Payment Network Regu let rims for Eectrcnic Commerce Merchants. f)Electronic Commerce Requirements. For gocds to be shipped on Electronic Commerce sales Transactions.Merchant may obtain authorizatic.N,n up to seven(7)days prior to the shipment cate. Merchant need not obtain a second authorization if the Transaction Receipt amount is within fifteen percent(15%)of the authorized amount,provided tho additional amount represents slipping costs. Further,Merchant's Web site must contain all of the fobowing eformation:(a)complete description of the goods or services offered;,:b)returned merchandise and refund policy;(c)customer service contacts,including electronic mail address and/or telephone eurriber,(d)complete address(street address,city,state,zip code,and county of the peen onent establishrnent of the business;(e}complete address of the permanent estaelishment of the business on either the checkout screen(which displays the total purenaser amount)or within the sequence of Web pages presented to the Cardholder during the checkout process;(f)Transaction currency(such as U.S.or Canadian dollars):(g)export or legal restrictions,if known,(h)delivery policy;(i)customer data privacy policy;ar d Merchants method of Transaction,security, If worchant stores Cardhc!de r Account r umbers.expiratlor dates,or other personal Cardholder data in a database,Merchant trit,st followthe applicable Payment NehNork rules ci securing such data. Merchant may not retain or store CVV2ICVC2 data after authorization for record keeping or additional a uteonzatior processing, 26) INTERCHANGE. Interchange qualification-equirements,as defined by the Credit Card Associations,affect Merciant's fees or surcharges owed for T•ansactions. ,jeee M mei B-96509 0' 16131 Merchant will pay a higher discour t rate,t'g her fees,ane surcha-ges for T^ansactions that do not meet the best rate qualification criteria or have been processed In a manner other than for which Merchant was approved. lT MSA provides authorization and/or data^,apturreservices toMerchant for American Express,Discover,Diners,and/orJCB Transactions,Merchant agrees to the following provisions,in adcrtion 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(*card T•ansactions to Merchants who have been approved by Lisa and MasterCard and have entered into a separate agreement provided,however that MSA shall not be responsible for funding such Transactions, 28)FORWARDED INFORMATION, MSA will forward certain information pertaining to Merchant,including,but not limited to,contact information and Account numbers,to one or more of stch Card Associations,unless MSA receives from Merchant written-instructions lothecorttrerv, 'OMNI-9&509 1 6 G1 AMERICAN EXPRESS 11,14 AAP1/411FiIMN at • RESS 43 ' •A 4 4 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 American Express. A of the American Express Card Acceptance Agreement will be provided to merchant prior to its acceptance of an American mencan Express Card and participation. MMWR-96509 loG ' 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 M W R-96509 16G1 AVCARD CA ® ..1.,'').‘-',;'.- 3,.,!.:-:',Q'o',,f_.:-- 11'", ,-&',...- f',' ,,, i,-.,' 101 '-'- ---1-,L4,4,,,:-" -,,..id:f ---,,,, -,.,...,.. ..,,,, , Alf :='''sr ,,,,:,1..'. ,-, -: .';,„ ,-..,„i: -, e�+ -N � r r ale / ,� �. /'' `eat c � pFLEXIJI AMCARD- __ „.. 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 0 1 16G1 3. Acceptable transactions must arise from legal and bona fide sales or leases of goods and services by the merchant for the benefit of thecardholder. 4. The merchant will subm it 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(NC 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. M M W R-96509 Td� 1 6 G 1 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 0 16131 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 at a 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 1661 Shell AeroCiass S hen A 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#'). Equilai Enterprises LLC d/b/a Shell Oil Products US("Shell,Aviation")through Eastern is offering rewards points('Aero lass Points'°)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('EEO")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 FB s who have signed up to the Program('ParticipatingMerchants"). MERCHANT PARTICIPATION Although we recommend it, participation in the Program is voluntary for FBOs. 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 al customers.. Partici ating 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 any time 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. 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("Member"). Participating Merchants muttcomplywith all Shell Aviation branding requirements.Participating Merchants may only award MMWR-965O9 1 6 G 1 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, cnange 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 or subject to new restrictions at any time with 60 cays 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 notce posted on the Program's website, In the initial stages of the program, Eastern will invoice Merchant for the AeroClass Points offered to Members.Merchant wi 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 Merchants location is equipped to process Program transactions,the second stage of the Program wit 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 Awation, the POS processor for Shell Aviation and Eastern, can deduct the applicable per transaction payment amount out 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 Itigaion 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, penalties, 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 28. 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 Shell Aviation branding, and improper reward issuance. In the event Shell Aviation exercises the right to terminate a merchant, Shell Aviation Cil 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. MW R-9650 9 16 G 1 Appendix A* 4 , Shell Aviation 0 Shell Aviation Credit Card Merchant fees* , . fl.., T . - tion F..... • Mr h. ts , i-dule b CardT lie ... __ Card Type 24 hour 4111hour 7 days 14 days ! 28 days 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% 0.00C% Shell Citi MC - unqualified tier 2 0.000% 0.000% 0.000% 0,000% 0.00C% Multi Service 3.000% 3.000% 3.000% 3,000% 1000% Visa - qualified 2.375% 2.375% 2,375% 2.375% 2.375% Visa - unqualified tier 1 3.350% ' 3,350% 1350% 3.350% 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% -7 2.375% MC - unqualified tier 1 3.350% 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% 3250% 3.250% 3.250% 3.250% I 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% t 3.500% 3.500% 3.500% 3.500% AIR Card - Local 3.500% 3.500% 3,500% 3.500% f 3.500% Shell AeroClass ' Irltal Pay Rate: $0.010 per ccint anc $0.010 per gallon of fuel paid to Eastern. • Qualified-Means a transaction that has been swiped through the POS 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 i process qualified transactions. • 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. • 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 Type is set forth in Agreement No. 16-7031 at Exhibit B. NI ovrwR-96509 7"--D c w, 1A -G1 OP ID: CR ALCOR CP- CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 06/01/2017 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(les) 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 ( CC,r PHONE,Ext):770-978-4855 jA/Ac,No):770-978-4868 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 INSURER C:Granite State Insurance Co. New Bern, NC 28561 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 ADDL SUBR LTR TYPE OF INSURANCE INSO WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DDIYYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY _ $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: AUTOMOBILE LIABILITY Ea aBINEDtj SINGLE LIMIT $ 1,000,000 A ANY AUTO X BA 9043N303-15 HPR 09/01/2016 09/01/2017 BODILY INJURY(Per person) $ ALL OWNED X SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS ) HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ _ AUTOS (Per accident) _ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER 0TH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE WC012775795 09/01/2016 09/01/2017 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (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/LOCATIONS/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 3295 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples, FL 34112 Terry M. Britt ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 1 G1 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. nama(tP Tn PrAnalsac Rented TO YOU Limit(any nr1P OrPmicec) $ 10,000. Medical Fxnense I imit(any one person) Limits $ 10.000.000. Personal-8 Advertisipa 1RiwAaerceatc Limit of $ NOT APPLICABLE Insurance General Aciareaate 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: I X] Policy Project I I Location Description of Operations/LocationsJEndorsementra/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 Represental•� — September 17 2017 RRJ Date of Issue CGL309(3/05) Includes copyrighted material of Insurance Services Office, Inc. with its permission pt-'1 1.11.1 v d ID c 11.1 oI ,,,,. el1 41 tvAi ... t' Ire 4 07 z .11s ..,:::,'''''''',:'41:::::;,':,:s4:4::',:41;71.;,:is;',0_..,'''.:',,F..:!,:::":::.1''e^:;';':::,•''''L,14'';!+17'.'''WI:r.',1.:::t,.:''')::':A.,,'1.11:••'::‘":'''Ii:.:Ii4::**': to° 1 FEIN 1 1111111111111111 linalifil al 114t O •E ` "' CC) N ,N >� L swoon O a] N c (DYE k Tto V.� o�J-7� •� _�• T�� too) -7c3a)_1/4. :.____ (3•� b V .N�`u/Q) > 0 Q 4 a) o.— - oo� �� o � Uc � o� o . ._ o `N/ o ��N �� oQ� oN �� o � �, � oo� Pc LN— N C U00.C � 5,q).Q >,- Q>.:4= P+) ooa, a� _ o_ o a0+= r� 2 � °'� � � a�.� a�o ��}>� Qac— x °�� oc.° � � � � ° nli � �o ° Qa�v� � � ILI �.� a ° Qo > E Q.c a..., o DOa,7Q a) oo 0-00 W oc °' w0oa) E cov o �° .Q�` Qo-0.�_c'�- ° c n-`— D 0).0 0b9.nc`-�- �� — 0Co0Na- o �,'� 404.41.r41‘1101°* v> O C 0 U--0) . • • kr s' "P