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ADDENDUM TO ETS MERCHANT APPLICATION AND AGREEMENT <br />This Addendum to ETS Merchant Application and Agreement ("Addendum") is made and effective on <br />January 15, 2019 • <br />The following terms and conditions shall be incorporated into that ETS Merchant Application and Agreement, <br />between Indian River County, ETS Corporation and Merrick Bank, datedJanuary 15 ,20 the "Agreement"). If there is <br />any conflict between the provisions of this Addendum and the Agreement, the provisions of this Addendum shall prevail. <br />Section 4.01— Term, is deleted and replaced with the following: "This Agreement will be effective once Bank and ETS <br />CORPORATION accepts it and, unless otherwise terminated, will continue for three (3) years with one (1) automatic <br />three (3) year renewal, unless Merchant provides written notice of non -renewal given not less than 30 days before the <br />end of the term " <br />Section 4.02(a) — Without Cause, is deleted and replaced with the following: "Bank or ETS CORPORATION may terminate <br />this Agreement, without cause, upon 30 days advance written notice to Merchant, and Merchant may terminate the <br />Agreement on 60 days' prior written notice to Elavon if sufficient legislative appropriation is not available." <br />Section 5.03 — Indemnification, shall be amended to conclude with the following sentence. "The obligations of this <br />section shall only be to the extent set forth in section 768.28, Florida Statutes." <br />Section 5.08 — Security Interest, shall be stricken in its entirety. <br />Section 5.14 — Choice of Law, Jurisdiction, is deleted and replaced with the following: "This Agreement shall be <br />construed, governed and interpreted according to the laws of the State of Florida. Venue for resolution of any dispute <br />shall be in Indian River County, Florida. Each party shall bear its own attorney fees in any dispute arising under this <br />Agreement." <br />Section 5.23 — Confidentiality, shall be amended to conclude with the following sentence - "This section is not applicable <br />if disclosure if required per Florida law; provided, that if Merchant is required to disclose Provider Confidential <br />Information per Florida law, then Merchant will, if permitted, provide Provider with prompt prior written notice of such <br />legal requirement so that the Provider may seek a protective order or other appropriate remedy. If Provider does not <br />obtain a protective order or other remedy, Merchant agrees to disclose only that portion of the Provider Confidential <br />Information which it is legally required to disclose and to use reasonable efforts to obtain assurances that confidential <br />treatment will be accorded such Provider Confidential Information." <br />ETS Corporation: <br />By <br />Signature <br />Type/Print Name <br />Title <br />Approved as to Form and Legal Sufficiency <br />Dylan Reingold, County Attorney <br />BOARD OF COUNTY COMMISSIONERS *: <br />OF INVER COUN FL r <br />By: IAC .�-G.e:12--P41 _ •Approved by BCC January 15 , 2019 <br />Bob Solari, Chairman y -` <br />��'REQUNTY. ��Q �'e <br />pwwwgb Oq,q ba^ <br />Attest: <br />Jeffrey R. Smith of Circuit Co Comptroller <br />Jason E. ,::n, County Administrator <br />