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06/02/2020
BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY FLORIDA COMMISSION AGENDA TUESDAY, JUNE 2, 2020 - 9:00 AM Commission Chambers Indian River County Administration Complex 1801 27th Street, Building A Vero Beach, Florida, 32960-3388 www.ircgov.com COUNTY COMMISSIONERS Chairman Susan Adams Vice Chairman Joseph E. Flescher Commissioner Tim Zorc Commissioner Peter D. O'Bryan Commissioner Bob Solari Jason E. Brown, County Administrator Dylan Reingold, County Attorney Jeffrey R. Smith, Clerk of the Circuit Court and Comptroller This meeting can be attended virtually by accessing YouTube Live. Instructions can be found included with this agenda and also online at www.ircgov.com. 1. CALL TO ORDER 2.A. A MOMENT OF SILENT REFLECTION FOR FIRST RESPONDERS AND MEMBERS OF THE ARMED FORCES 2.B. INVOCATION Freddie Woolfork, Progressive Civic League of Gifford 3. PLEDGE OF ALLEGIANCE Dylan Reingold, County Attorney 4. ADDITIONS/DELETIONS TO THE AGENDA / EMERGENCY ITEMS 5. PROCLAMATIONS and PRESENTATIONS 5.A. Presentation of Proclamation Honoring ' Roland DeBlois on His Retirement From Indian River County. Board of County . Commissioners Department of Community Development with Thirty -Five Years of Service Attachments: Proclamation 6. APPROVAL OF MINUTES 6.A. Regular Meeting of January 21, 2020 June 2, 2020 Page 1 of 5 6.B. Regular Meeting of February 04, 2020 6.C. Regular Meeting of February 11, 2020 7. INFORMATION ITEMS FROM STAFF OR COMMISSIONERS NOT REQUIRING BOARD ACTION 7.A. Order PSC -2020 -0154 -PCO -EI granting TECO, Duke Energy, FPL, and GPC's petitions for mid -course corrections; docket to remain open, is on file in the Office of Clerk to the Board. 7.B. Update on Virgin Trains Expenses Attachments: Staff Report Virgin Trains Expenses 8. CONSENT AGENDA 8.A. Checks and Electronic Payments May 8, 2020 to May 14, 2020 Attachments: Finance Department Staff Report 8.B. Checks and Electronic Payments May 15, 2020 to May 21, 2020 Attachments: Finance Department Staff Report 8.C. Approval of a Public Transportation Grant Agreement (PTGA) with the Florida Department of Transportation (FDOT) for a Service Development Grant Attachments: Staff Report Resolution Grant Agreement Budget Form 8.D. Approval of a Public Transportation Grant Agreement (PTGA) with the Florida Department of Transportation (FDOT) for a CARES Act Section 5311 Grant Attachments: Staff Report Resolution Grant Agreement Budget Form 8.E. Sandridge Golf Course - Pineapple Credit Card Processing Agreement Attachments: Staff Report Original ETS agreement Merchant Processing Application Program Terms & Conditions Card General Terms Addendum June 2, 2020 Page 2 of 5 8.F. Moorhen Marsh - Declaration of Unity of Title Attachments: Staff Report Declaration of Unity of Title 8.G. Miscellaneous Budget Amendment 007 Attachments: Staff Report Resolution Exhibit "A" 9. CONSTITUTIONAL OFFICERS and GOVERNMENTAL AGENCIES 10. PUBLIC ITEMS A. PUBLIC HEARINGS B. PUBLIC DISCUSSION ITEMS C. PUBLIC NOTICE ITEMS 11. COUNTY ADMINISTRATOR MATTERS 11.A. Vero Beach MOB, LLC; Appeal of a County Officer Decision Attachments: Staff Report Attach 1 - CDD Application Denial Attach 2 - Optimal Outcomes Appeal Request Attach 3 - County Administrator Denial of Appeal Attach 4 - IRC Code Section 1010.04 Attach 5 - Vero Orthopaedics MOB second appeal 11.B. Coronavirus Update Attachments: Staff Report 12. DEPARTMENTAL MATTERS A. Community Development B. Emergency Services C. General Services 1. Human Services 2. Sandridge Golf Club 3. Recreation D. Human Resources June 2, 2020 Page 3 of 5 12.D.1. Medical and Pharmacy Benefit - Recommendations for Plan Year 2020/21 Attachments: Staff Report Plan Design Options 2A, 2B, 3B E. Office of Management and Budget F. Public Works G. Utilities Services 13. COUNTY ATTORNEY MATTERS 13.A. Settlement of Attorney's Fees for Gene Perry for 45th Street/US Highway 1 Intersection Improvements Attachments: Staff Report Neill Letter 14. COMMISSIONERS MATTERS A. Commissioner Susan Adams, Chairman B. Commissioner Joseph E. Flescher, Vice Chairman C. Commissioner Tim Zorc 14.C.1. Discussion on Parameters for the Board's Fiscal Year 2021 Budgetary Debate Attachments: Commissioner's Memorandum D. Commissioner Peter D. O'Bryan E. Commissioner Bob Solari 15. SPECIAL DISTRICTS AND BOARDS A. Emergency Services District B. Solid Waste Disposal District C. Environmental Control Board 16. ADJOURNMENT June 2, 2020 Page 4 of 5 Except for those matters specifically exempted under the State Statute and Local Ordinance, the Board shall provide an opportunity for public comment prior to the undertaking by the Board of any action on the agenda, including those matters on the Consent Agenda. Public comment shall also be heard on any proposition which the Board is to take action which was either not on the Board agenda or distributed to the public prior to the commencement of the meeting. Anyone who may wish to appeal any decision which may be made at this meeting will need to ensure that a verbatim record of the proceedings is made which includes the testimony and evidence upon whichthe appeal will be based. Anyone who needs a special accommodation for this meeting may contact the County's Americans with Disabilities Act (ADA) Coordinator at (772) 226-1223 at least 48 hours in advance of meeting. Anyone who needs special accommodation with a hearing aid for this meeting may contact the Board of County Commission Office at 772-226-1490 at least 20 hours in advance of the meeting. The full agenda is available on line at the Indian River County Website at www.ircgov.com The full agenda is also available for review in the Board of County Commission Office, the Indian River County Main Library, and the North County Library. Commission Meetings are broadcast live on Comcast Cable Channel 27 Rebroadcasts continuously with the following proposed schedule: Tuesday at 6:00 p.m. until Wednesday at 6:00 a.m., Wednesday at 9:00 a.m. until 5:00 p.m., Thursday at 1:00 p.m. through Friday Morning, and Saturday at 12:00 Noon to 5:00 p.m. June 2, 2020 Page 5 of 5 5.A PROCLAMA TION HONORING ROLAND DEBLOIS ON HIS RETIREMENT FROM THE INDL4NRIVER COUNTY BOARD OF COUNTY COMMISSIONERS DEPARTMENT OF COMMUNITY DEVELOPMENT WHEREAS, Roland DeBlois retires from the Indian River County Department of Community Development as of June 30, 2020; and WHEREAS, Roland began his career with Indian River County on July 8, 1985 as a Planner I and was promoted to Planner II on January 23, 1987, and to Chief Planner on July 8, 1988, and Interim Community Development Director on May 10, 2019; and WHEREAS, as Environmental Planning & Code Enforcement Section Chief Roland managed code enforcement operations throughout the County, reviewed development projects concerning environmentally sensitive areas and habitats, established a flood protection and mitigation program, worked to acquire and preserve environmentally sensitive and historically significant properties, and became the resident expert and point person for an endless variety of issues and topics in the County; and WHEREAS, during the time of Roland's employment, the County's population has more than doubled, and Roland has been integral to the review, establishment, and implementation of land development regulations, codes, and standards that have enhanced the quality of life in Indian River County; and WHEREAS, Roland has served this County and the Public with his impartial judgement, fairness, and an eye for the good of thecommunity; has shaped the appearance of the community through consistent application of the County's codes and standards; has calmly negotiated countless difficult situations by providing rational solutions, and sometimes even cracking a smile; and has earned the respect and admiration of his coworkers and community members alike; and WHEREAS, Roland's legacy is one of bettering the community, and his preservation efforts will benefit the County and its residents and visitors for years to come. NOW, THEREFORE, BE IT PROCLAIMED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, that the Board applauds Roland DeBlois' efforts on behalf of the County, and the Board wishes to express their appreciation for the dedicated service he has given to Indian River County for the last thirty-five years; and BE IT FURTHER PROCLAIMED that the Board of County Commissioners and staff extend heartfelt wishes for success in his future endeavors! Adopted this 2nd day of June, 2020. BOARD OF COUNTY COMMISSIONERS INDIANRIVER COUNTY, FLORIDA Susan Adams, Chairman 1 FILED 5/14/2020 ;DOCUMENT NO. 02579=2020 FPSC - COMMISSION CLERK BEFORE THE FLORIDA PUBLIC SERVICE COMMISSION In re: Fuel and purchased power cost recovery clause with generating performance incentive factor. DOCKET NO. 20200001 -EI ORDER NO. PSC -2020 -0154 -PCO -EI ISSUED: May 14, 2020 The following Commissioners participated in the disposition of this matter: GARY F. CLARK, Chairman ART GRAHAM JULIE I. BROWN DONALD J. POLMANN ANDREW GILES FAY ORDER GRANTING TAMPA ELECTRIC COMPANY'S, DUKE ENERGY FLORIDA, LLC'S, FLORIDA POWER & LIGHT COMPANY'S AND GULF POWER COMPANY'S PETITIONS FOR MID -COURSE CORRECTIONS BY THE COMMISSION: From March 25, 2020, through April 2, 2020, the four investor-owned utilities (IOUs) in the State of Florida that generate their own electricity filed for mid -course corrections of their currently -approved fuel costs/factors.' These mid -course correction petitions were filed and are being addressed as part of our annual fuel and purchased power cost recovery (fuel clause) docket. BACKGROUND Mid -Course Corrections Mid -course corrections are part of the fuel clause proceeding, and such corrections are used by this Commission between fuel clause hearings whenever costs deviate from revenues by a significant margin. Petitions for mid -course corrections to fuel factors are addressed by Rule 25-6.0424, Florida Administrative Code (F.A.C.). Under this rule, a utility must notify this Commission whenever it expects to experience an under -recovery or over -recovery greater than 10 percent. Pursuant to Rule 25-6.0424, F.A.C., the mid -course percentage is the estimated end - of -period total net true -up amount divided by the current period's total actual and estimated jurisdictional fuel revenue applicable to period amount. Mid -course corrections are considered preliminary procedural decisions, and any over - recoveries or under -recoveries caused by or resulting from Commission -approved adjusted fuel factors may be included in the following year's fuel factors. In this instance, the proposed 'Order No. PSC-2019-0484-FOF-EI, issued November 18, 2019, in Docket No. 20190001 -EI, In re: Fuel and purchased power cost recovery clause with generating performance incentive factor. ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001 -EI PAGE 2 revisions to current fuel cost recovery levels are being driven by a significant decline in the market-based price for natural gas. Rule 25-6.0424(2), F.A.C., does not require an under - recovery or over -recovery of 10 percent for our approval of a mid -course correction. The monthly natural gas price at the time 2020 projections were filed in September 2019 was $2.56 per Million British thermal units (MMBtu).2 Four months later in January 2020, or in the first month when new rates of the 2020 clause cycle became effective, the monthly spot price was down 21 percent, falling to $2.02 per MMBtu. The forward prices currently being quoted on The New York Mercantile Exchange (NYMEX) for all months through the end of the third- quarter 2020, remain below $2.20 per MMBtu (at Henry Hub) as of April 10, 2020.3 These quoted spot market prices are lower than the utility -specific figures discussed below due to the addition of transportation and other costs to the utility figures. In .this proceeding, we are being asked to reduce the expected fuel and capacity costs to customers. Specific treatment of the projected fuel mid -course correction over -recoveries further described below varies by utility; however, all are requesting approval of an accelerated method for flowing back the projected over -recoveries of fuel and capacity charges to their respective customers. The "lump sum" approach of flowing back the projected over -recoveries is meant to aid in counteracting the adverse economic conditions resulting from the Coronavirus Disease 2019 (COVID-19) global pandemic.4 Throughout this order, we may refer to the mid -course correction dollars being flowed back to customers in a non-levelized manner as a "bill credit." However, the proposed approaches simply effectuate flowing back all or a majority of the mid- course correction amounts in one- or three-month timeframes, rather than the standard approach of spreading the total amount over all remaining months in a period. In this instance, the standard approach, including normal noticing timeframes, would be to flow back the total mid- course correction amount ratably over the June through December time period. Petitions On March 25, 2020, Tampa Electric Company (Tampa Electric) filed its Petition for Mid - Course Correction of its Fuel Cost Recovery Factors and Capacity Cost Recovery Factors (Tampa Electric Petition).5 Through its petition, Tampa Electric is seeking authorization to lower its currently -approved 2020 fuel and capacity cost recovery factors from June through December 2020, as well as issue line item bill credits in the months of. June, July, and August 2020. 'The spot price in this case is the current market price for natural gas that can be bought or sold for immediate delivery, quoted for Henry Hub. The historical prices reported herein were sourced from The U.S. Energy Information Administration, and can be located at: https://www.eia.gov/dnav/ng/hist/rngwhhdm.htm 3The New York Mercantile Exchange is a commodity futures exchange owned and operated by CME Group of Chicago. 4COVID-19 is a respiratory illness that can spread from person to person. For further information, please refer to The Florida Department of Health, at: http://www.floridahealth.gov/. 'Document No. 01597-2020. ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001 -EI PAGE 3 On April 1, 2020, Florida Power & Light Company (FPL) filed its Mid -Course Correction Petition (FPL Petition).6 FPL is seeking authorization to lower its currently - approved 2020 fuel cost recovery factors for the month of May 2020. FPL's current level of actual and projected fuel cost recovery has not breached the 10 percent threshold; thus, the filing was not prompted by the noticing requirement pursuant to Rule 25-6.0424(2), F.A.C. However, FPL indicated that its proposed action is primarily intended to help mitigate the adverse economic impacts of the COVID-19 pandemic. On April 2, 2020, Gulf Power Company (Gulf) filed its Mid -Course Correction Petition (Gulf Petition). Gulf is seeking authorization to issue a line item bill credit for the month of May 2020. On April 2, 2020, Duke Energy Florida, LLC (DEF) filed its Emergency Petition for a Temporary Mid -Course Correction (DEF Petition).8 DEF is seeking authorization to lower its currently -approved fuel cost recovery factors for the month of May 2020. DEF's current level of actual and projected fuel cost recovery has not breached the 10 percent threshold; thus, its filing was not prompted by the noticing requirement pursuant to Rule 25-6.0424(2), F.A.C. As with FPL, DEF indicated in its filing that the proposed action is in response to the adverse economic impacts of the COVID-19 pandemic. Effective Dates and Noticing Requirement FPL, Gulf, and DEF have requested that the revised tariffs become effective to essentially produce a one-time bill reduction in the month of May 2020. This matter was voted on at our April 28, 2020 Special Agenda Conference. Typically, effective dates are set a minimum of 30 days after a vote modifying charges. This time limit is imposed in order to avoid having new rates applied to energy consumed before the effective date of our action, i.e., the date of the vote. However, we have implemented charges as a result of mid -course corrections in less than 30 days when circumstances warrant.9 Further, the Florida Supreme Court has recognized that the fuel clause proceeding "is a continuous proceeding and operates to a utility's benefit by eliminating regulatory lag."10 In this instance, there can be no prejudice to the customers because their total rate would be decreasing, not increasing. Further, by implementing the modifications at this time customers will receive the benefit of reduced fuel rates as quickly as administratively possible. We have jurisdiction in this matter pursuant to Sections 366.04, 366.05, and 366.06, Florida Statutes (F.S.). 'Document No. 01718-2020. 'Document No. 01730-2020. 8Document No. 01736-2020. 9Order No. PSC -15 -0161 -PCO -EI, issued April 30, 2015, in Docket No. 150001 -EI, In re: Fuel and purchased power cost recovery clause and generating performance incentive factor (rates reduced 15 days before billing cycle began.) 10Gulf Power Company v. Florida Public Service Commission, 487 So. 2d. 1036, 1038 (Fla. 1986). ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001 -EI PAGE 4 DECISION Tampa Electric Company On an annual basis, Tampa Electric and other electric IOUs in Florida participate in a technical hearing in this docket for the purposes of evaluating actual and projected fuel, purchased power, and capacity -related costs of service. The most -recent hearing took place on November 5, 2019. The Fuel Order issued from the 2019 hearing set forth the fuel, purchased power, and capacity cost recovery factors that were implemented by all IOUs in Florida effective with the first billing cycle of January 2020.11 Tampa Electric's petition includes both fuel and capacity mid -course correction requests. Tampa Electric has proposed to flow the total mid -course correction amount through the combination of a fuel credit for the months June through August 2020 (as shown in Attachment A, Tariff Sheet No. 6.023, attached) and a reduction to the currently -approved fuel and capacity factors for the period June through December 2020 (as shown in Attachment A, Tariff Sheet No. 6.020). The fuel credit will be shown as a separate line item on the bill. For a residential customer using 1,000 kWh per month, the proposed 3 -month fuel credit is $18.40. The residential fuel rate reduction associated with the remainder of the mid -course correction is $4.17 per 1,000 kWh (7 months, June through December). As proposed, the mid -course correction amount related to capacity will be distributed normally over the remaining 7 -month period for a residential rate reduction of $0.22 per 1,000 kWh. Mid -Course Correction — Fuel With respect to the components of the mid -course correction calculation, which in this case returns the total dollar amount used to calculate the proposed rate reductions, Tampa Electric combined its final 2019 fuel over -recovery of $35,821,098, with its 2020 actual and estimated fuel over -recovery of $94,867,488, resulting in an estimated total over -recovery of $130,688,586. This is the total amount requested be returned to customers in 2020. The fuel mid -course correction position following the calculation methodology in Rule 25-6.0424(1)(a), F.A.C., is 22.3 percent. The projected 2020 over -recovery of fuel charges is specifically associated with a decline in actual and re -projected fuel costs. Tampa Electric's original estimation of natural gas costs for 2020 were formulated based on May 2019 futures data. At that time, Tampa Electric projected the average delivered cost of natural gas to be $3.68 per MMBtu. Tampa Electric now projects, based on March 2020 data, the average 2020 cost of natural gas will be $3.16 per MMBtu (reduction of 14 percent). "Order No. PSC-2019-0484-FOF-EI. ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001 -EI PAGE 5 Mid -Course Correction — Capacity As part of its request, Tampa Electric is proposing to reduce its 2020 capacity cost recovery factors by a projected 2020 over -recovery of $2,885,599. Tampa Electric's capacity mid -course correction position following the calculation methodology in Rule 25-6.0424(1)(a), F.A.C., is 182 percent. Tampa Electric stated the projected over -recovery was caused by. the inclusion of two Solar Base Rate Adjustment (SoBRA) true ups and additional firm power purchase agreements (netted against the SoBRA true ups) in its revised capacity cost estimate for 2020.12 Tampa Electric, unlike with its fuel reduction, did not incorporate a final 2019 capacity over -recovery of $111,228 in the mid -course adjustment as it believes the amount is "de minimus" to the overall request. Tampa Electric claimed it will return the $111,228 to customers in 2021, or through the normal course of action during this fuel clause cycle. As proposed, the mid -course correction related to capacity will be distributed over the June through December... time period. We agree with this assessment concerning the relative size of the 2019 capacity over -recovery as compared to the total mid -course adjustment and find that Tampa Electric's proposed treatment is reasonable. Bill Impacts Table 1 below displays the bill impact to a residential customer using 1,000 kilowatt- hours (kWh) of electricity a month and further discusses the effects of Tampa Electric's request. Table 1 Monthly Residential Billing Detail at 1,000 kWh Invoice Component Currently- Approved 2020 Charges13 Proposed Charges June- Aug. 2020 Approved to Proposed Difference Approved Charges Sept. - Dec. 2020 Base Charge $67.76 $67.76 $0.00 $67.76 Fuel Charge 27.02 22.85 (4.17) 22.85 Fuel Credit 0.00 (18.40) (18.40) 0.00 Conservation Charge 2.32 2.32 0.00 2.32 Capacity Charge 0.10 (0.12) (0.22) (0.12) Environmental Charge 2.44 2.44 0.00 2.44 Gross Receipts Tax 2.55 1.97 (0.58) 2.44 Total $102.19 $78.82 ($23.37) $97.69 Source: Tampa Electric Petition, Schedule E-10. Tampa Electric's current total residential charge for 1,000 kWh of usage is $102.19. Effective with the June 2020 billing cycle and continuing through August, the proposed charge will be $78.82, or a decrease of $23.37 (22.9 percent). The proposed June through August line item bill credit is $18.40. Effective with the September 2020 billing cycle and continuing 12Document No. 01597-2020. 13Order No. PSC-2019-0484-FOF-E1. ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001 -EI PAGE 6 through December, the bill will be $97.69. The June through December portion (i.e., amount not included in the monthly credits) of the fuel mid -course correction reflects a reduction of $4.17 per 1,000 kWh. Non-residential classes, commercial, and industrial customers can expect a reduction of 14 to 20 percent, depending on usage. Tampa Electric stated that it will provide customers notice of the changes with its June bills and on its website. The Company also filed the tariff (First Revised 6.023) for after the credit concludes post -August 2020. Commission staff has requested administrative authority to approve this First Revised Tariff Sheet No. 6.023, effective September 2020 should we approve Tampa Electric's proposed modification. Further, Tampa Electric has represented that it has consulted with the Office of Public Counsel (OPC) about its primary proposal (factors shown on Attachment A) and that OPC is in support of the proposal. For the reasons stated above, we hereby grant Tampa Electric's petition to reduce its currently -approved 2020 fuel and capacity cost recovery factors for purposes of flowing back to customers a projected over -recovery of fuel and capacity charges during the period of June through December 2020, and issuing fuel -related bill credits in the months of June, July, and August 2020. Further, we approve the tariffs as shown on Attachment A effective June 1, 2020. Finally, we hereby give Commission staff administrative authority to approve the First Revised Tariff Sheet No. 6.023, effective September 2020. Florida Power & Light Company FPL participated in the Commission's most -recent fuel hearing which took place on November 5, 2019..The Fuel Order issued from the 2019 hearing set forth FPL's fuel, purchased power, and capacity -related cost recovery factors effective with the first billing cycle of January 2020.14 Mid -Course Correction FPL has proposed to address a projected 2020 fuel over -recovery of $206,083,515 by reducing its fuel factors in the month of May 2020. The projected 2020 over -recovery of fuel charges is specifically associated with a decline in projected fuel costs. FPL's fuel mid -course correction position following the calculation methodology in Rule 25-6.0424(1)(a), F.A.C., is 6.3 percent, which is under the 10 percent threshold prompting a noticing requirement pursuant to the same rule. FPL's original projection of natural gas costs for 2020 was formulated near the end of July 2019. At that time, FPL projected the average delivered cost of natural gas to be $4.06 per MMBtu. FPL now projects, based on March 2020 data, the average 2020 cost of natural gas will be $3.53 per MMBtu (reduction of 13 percent). FPL's re -projection of 2020 fuel costs returns an estimated over -recovery of $206.1 million. Typically, at this point in a fuel clause cycle a utility would incorporate any over- or under -recovery from the prior period (prior calendar year) into its mid -course correction request. However, FPL has proposed to address its final prior period true up amount, which is a net 14Order No. PSC-2019-0484-FOF-EI. ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001 -EI PAGE 7 under -recovery of $51.6 million, as part of its 2021 fuel cost recovery request. In support of the requested treatment, FPL contends that by excluding the 2019 true up amount, it is maximizing the effect of the May 2020 rate reduction. FPL's requested approach is, in principle, similar to Tampa Electric's proposal relating to its 2019 capacity cost over -recovery, i.e., not incorporating a prior period true up amount. Further, FPL has cited Order No. PSC -2019 -0109 -PCO -EI as precedent where we authorized an electric utility to implement a mid -course correction that excluded the prior year's under -recovery amount.) As part of the mid -course correction filing, FPL updated its projections for purchased power, qualifying facilities, and economy purchases due to the updated fuel pricing and input assumptions. Regarding capacity cost recovery, FPL did not propose any changes to its currently -approved factors. Bill Impacts Table 2 below displays the bill impact to a residential customer using 1,000 kWh of electricity a month and further discusses the effects of FPL's request. Table 2 Monthly Residential Billing Detail at 1,000 kWh Invoice Component Currently- Approved Charges for April 202016 Currently- Approved Charges for May 2020" Proposed Charges for May 2020 Approved to Proposed May 2020 Difference Approved Charges June -Dec. 2020 Base Charge $69.43 $69.94 $69.94 $0.00 $69.94 Fuel Charge 18.97 18.84 (3.65) (22.49) 18.84 Conservation Charge 1.39 1.39 1.39 0.00 1.39 Capacity Charge 2.30 2.30 2.30 0.00 2.30 Environmental Charge 1.55 1.55 1.55 0.00 1.55 Gross Receipts Tax 2.40 2.41 L83 (0.58) 2.41 Total $96.04 $96.43 $73.36 ($23.07) $96.43 Source: FPL Petition, Schedule E-10. FPL's current total residential charge for 1,000 kWh of usage for January through April 2020 is $96.04. Effective May 2020, we approved by Order No. PSC-2019-0484-FOF-EI, FPL's 2020 SoBRA, which would have increased the 1,000 kWh bill to $96.43. Applying the proposed one-time fuel credit decreases the $96.43 bill to $73.36, or a reduction of $23.07 in May (23.9 percent). FPL has requested that it be allowed to return to the fuel adjustment factors approved by Order No. PSC-201.9-0484-FOF-EI following the one-time May reduction. If approved, 'Order No. PSC -2019 -0109 -PCO -EI, issued March 22, 2019, in Docket 20190001 -EI, In re: Fuel and purchased power cost recovery clause with generating performance incentive factor. 16Order No. PSC-2019-0484-FOF-EI. "Id. ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001-E1 PAGE 8 effective with the June 2020 billing cycle, the residential charge for 1,000 kWh will return to $96.43. Concerning non-residential customers, typical bill reductions will range from approximately 24 to 30 percent for commercial customers, and approximately 53 percent for industrial customers.18 FPL's proposed tariff is contained in Attachment B, attached. FPL has provided notice of its request fora mid -course correction with its April customer bills, subject to our approval. For the reasons stated above, we hereby approve FPL's petition to reduce, for one month, its currently -approved 2020 fuel cost recovery factors for purposes of flowing back to customers a projected over -recovery of fuel charges during the month of May 2020. The tariffs shown on Attachment B are hereby approved effective May 1, 2020. Finally, Commission staff is hereby given administrative authority to approve tariffs effective June 1, 2020, reflecting the fuel factors approved in Order No. PSC-2019-0484-FOF-EI. Gulf Power Company Gulf participated in our most -recent fuel hearing which took place on November 5, 2019. The Fuel Order issued from the 2019.hearing set forth Gulf's fuel, purchased power, and capacity -related cost recovery factors effective with the first billing cycle of 2020.19 Mid -Course Correction With respect to the components of the mid -course correction calculation, which returns the total dollar amount used to calculate the proposed reduction, Gulf combined its final 2019 over -recovery of $8,868,596 with its estimated 2020 over -recovery of $42,404,427, resulting in a total estimated 2020 over -recovery of $51,273,023, or the total mid -course correction amount proposed to be flowed to customers. Gulf's fuel mid -course correction position following the calculation methodology in Rule 25-6.0424, F.A.C., is 14.7 percent. The projected 2020 over -recovery of fuel charges is specifically associated with a decline in projected fuel costs. Gulf's original projection of 2020 natural gas costs was formulated near the end of July 2019. At that time, Gulf projected the average cost of natural gas to be $3.39 per MMBtu. Gulf now projects, based on March 2020 data, the average 2020 cost of natural gas will be $2.57 per MMBtu (reduction of 24.2 percent). Gulf has proposed to flow its projected 2020 over -recovery of $51.3 million to customers through a bill credit in the month of May 2020. As part of the mid -course correction fling, Gulf updated its projections for purchased power and economy purchases due to the updated fuel pricing and input assumptions. Regarding capacity cost recovery, Gulf did not propose any changes to its currently -approved factors. 'Document No. 01868-2020. 19Order No. PSC-201.9-0484-FOF-EI. ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001 -EI PAGE 9 Bill Impacts Table 3 below displays the bill impact to a residential customer using 1,000 kWh of electricity a month and further discusses the effects of Gulf's request. Table 3 Monthly Residential Billing Detail at 1,000 kWh Invoice Component Currently - Approved 2020 Charges20 Proposed Charges for May 2020 Approved to Proposed May 2020 Difference Approved Charges June - Dec. 2020 Base Charge $68.06 $68.06 $0.00 $68.06 Fuel Charge 32.62 32.62 0.00 32.62 Fuel. Credit 0.00 (54.98) (54.98) 0.00 Conservation Charge 0.60 0.60 0.00 0.60 Capacity Charge 8.78 8.78 0.00 8.78 Environmental Charge 18.86 18.86 0.00 18.86 Storm Charge 8.00 8.00 0.00 8.00 Gross Receipts Tax 3.51 2.10 (1.41) 3.51 Total $140.43 $84.04 ($56.39) $140.43 Source: Gulf Petition, Schedule E-10. Gulf's current total residential charge for 1,000 kWh of usage is $140.43. By applying the proposed one-month fuel credit, the total bill lowers to $84.04, or a reduction of $56.39 (40.2 percent) for the month of May 2020. The proposed fuel credit is shown in Attachment C, Original Sheet No. 6.34a, which is effective for the May 2020 billing cycle. Gulf also filed its First Revised Tariff Sheet No. 6.34a for after the credit concludes post May 2020. Commission staff has requested administrative authority to approve the First Revised Tariff Sheet No. 6.34a effective June 2020. Concerning non-residential customers, typical bill reductions will range from approximately 40 to 54 percent for small commercial customers, approximately 53 percent for medium commercial customers, and approximately 56 percent for large commercial customers.21 Gulf's tariff is shown on Attachment C, attached to this order. Gulf has provided notice of this request for a mid -course correction with its April customer bills, subject to our approval. Based on the reasons stated above, we hereby approve Gulfs petition to provide customers a fuel -related bill credit during the month of May 2020 for purposes of flowing back to customers a projected over -recovery of fuel costs. The tariff showing the fuel credit contained in Attachment C is hereby approved effective May 1, 2020. Finally, Commission staff is hereby given administrative authority to approve the First Revised Tariff Sheet No. 6.34a effective June 1, 2020. told. 21Document No. 01854-2020. ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001 -El PAGE 10 Duke Energy Florida, LLC DEF participated in our most -recent fuel hearing which took place on November 5, 2019. The Fuel Order issued from the 2019 hearing set forth DEF's initial 2020 fuel, purchased power, and capacity -related cost recovery factors effective with the first billing cycle of 2020.22 DEF implemented a previously -approved rate change effective April 2020.23 The April rate adjustment is associated with the Columbia solar project going into service. Although the April 2020 rates differ from the March rates shown on Schedule E-10 of the DEF Petition, we discuss its rate recommendation from the April 2020 levels.24 Mid -Course Correction With respect to the components of the mid -course correction calculation, which in this case returns the total dollar amount used to calculate the proposed rate reductions, DEF combined its total 2019 fuel under -recovery of $21,535,230, with its estimated 2020 fuel over - recovery of $99,767,015, resulting in a net mid -course correction amount of $78,231,785. This is the total amount proposed to be flowed back to customers. DEF's fuel mid -course correction position following the calculation methodology in Rule 25-6.0424(1)(a) F.A.C., is 6.1 percent, which is under the 10 percent threshold prompting a noticing requirement pursuant to the same rule. The projected 2020 over -recovery of fuel charges is specifically associated with a decline in projected fuel costs. DEF's original projection of its 2020 natural gas cost was formulated in June 2019. At that time, DEF projected the average cost of natural gas to be $4.06 per MMBtu. DEF now projects the average 2020 cost of natural gas will be $3.68 per MMBtu (or reduction of 9.4 percent). DEF has proposed to address its 2020 mid -course amount of approximately $78.2 million through reduced fuel cost recovery factors for the month of May 2020. DEF did not revise any of its planned power purchases but "will continue to utilize power purchases when needed to economically and reliably support the needs of the system."25 Further, DEF did not propose any changes to its currently -approved Capacity Cost Recovery factors. Bill Impacts Table 4 below displays the rate impact to a residential customer using 1,000 kWh of electricity a month and further discusses the effects of DEF's request. 22Order No. PSC-2019-0484-FOF-EI. "Order No. PSC-2019-0292-FOF-EI, Docket No. 20190072 -EI, Issued July 22, 2019, In re: Petition for a limited proceeding to approve second solar base rate adjustment, by Duke Energy Florida, LLC. 'Document No. 01736-2020. 'Document No. 01828-2020. ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001 -EI PAGE 11 Table 4 ntial Billing Detail at 1,000 kWh Invoice Component ., Currently - Approved Charges for April 202026 Proposed Charges for May 2020 Approved to Proposed May 2020 Difference Approved Charges June - Dec. 2020 Base Charge $71.96 $71.96 $0.00 $71.96 Fuel Charge 30.67 4.50 (26.17) 30.67 Conservation Charge 3.39 3.39 0.00 3.39 Capacity Charge 12.00 12.00 0.00 12.00 Environmental Charge 0.79 0.79 0.00 0.79 Storm Charge 5.34 5.34 0.00 5.34 Asset Securitization Charge 2.35 2.35 0.00 2.35 Gross Receipts Tax 3.24 2.57 (0.67) 3.24 Total $129.74 $102.90 ($26.84) $129.74 Source: DEF Petition, Schedule E-10 and Order No. PSC-2019-0292-FOF-EI. DEF's current total residential charge for 1,000 kWh of usage is $129.74. By applying the proposed one-month fuel rate decrease, the total charge lowers to $102.90, or a reduction of $26.84 (20.7 percent) for the month of May 2020. DEF requested that it be allowed to return to the rates approved by Order No. PSC-2019-0484-FOF-EI following the one-time May reduction (from June through December 2020). Concerning non-residential customers, typical bill reductions will range from approximately 20 to 32 percent for commercial customers, and approximately 25 to 45 percent for industrial customers.27 DEF's proposed tariff is shown on Attachment D, attached to this order. DEF will provide notice of the changes with the May billing statement and on its website. For the reasons stated above, we hereby approve DEF's petition to reduce, for one month, its currently -approved 2020 fuel cost recovery factors for purposes of flowing to customers a. projected over -recovery of fuel charges in the month of May 2020. The tariffs as shown on Attachment D are hereby approved effective May 1, 2020. Finally, Commission staff is hereby given administrative authority to approve tariffs effective June 1, 2020, that reflect the fuel factors approved in Order No. PSC-2019-0484-FOF-EI. Based on the foregoing, it is ORDERED by the Florida Public Service Commission that Tampa Electric Company's Petition for Mid -Course Correction of its Fuel Cost Recovery Factors and Capacity Cost Recovery Factors is hereby granted. It is further ORDERED that Tampa Electric Company shall reduce its currently -approved 2020 fuel and capacity cost recovery factors for purposes of flowing back to customers a projected over - recovery of fuel and capacity charges during the period of June through December 2020, and 26Order No. PSC-2019-0292-FOF-EI. 27Document No. 01828-2020. ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001 -EI PAGE 12 shall issue fuel -related bill credits in the months of June, July, and August 2020, as detailed in the body of this order. It is further ORDERED that the Seventy -Ninth Revised Sheet No. 6.020, contained in Attachment A, is hereby approved effective June 1, 2020. It is further ORDERED that Commission staff shall have administrative authority to approve the First Revised Tariff Sheet No. 6.023, contained in Attachment A, effective September 2020. It is further ORDERED that Florida Power & Light Company's Mid -Course Correction Petition is hereby granted. It is further ORDERED that Florida Power & Light Company shall reduce, for one month, its currently -approved 2020 fuel cost recovery factors for purposes of flowing back to its customers a projected over -recovery of 2020 fuel charges in the month of May 2020. It is further ORDERED that the tariffs as shown on Attachment B shall be approved effective May 1, 2020. It is further ORDERED that Commission staff shall have administrative authority to approve tariffs effective June 1, 2020, that reflect the fuel factors approved in Order No. PSC-2019-0484-FOF- EL It is further ORDERED that Gulf Power Company's Mid -Course Correction Petition is . hereby granted. It is further ORDERED that Gulf Power Company shall provide customers a fuel -related bill credit during the month of May 2020 for purposes of flowing back to customers a projected over - recovery of fuel costs. It is further ORDERED that Gulf Power Company's tariff for the fuel credit shown on Attachment C is hereby approved effective May 1, 2020. It is further ORDERED that Commission staff shall have administrative authority to approve the First Revised Tariff Sheet No. 6.34a effective June 1, 2020. It is further ORDERED that Duke Energy Florida, LLC's Emergency Petition for a Temporary Mid - Course Correction is hereby granted. It is further ORDERED that Duke Energy Florida, LLC shall reduce, for one month, its currently - approved 2020 fuel cost recovery factors for purposes of flowing to customers a projected over - recovery of fuel charges during the month May 2020. It is further ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001 -EI PAGE 13 ORDERED that the tariffs contained in Attachment D are approved effective May 1, 2020. It is further ORDERED that Commission staff shall have administrative authority to approve tariffs effective June 1, 2020, that reflect the fuel factors approved in Order No. PSC-2019-0484-FOF- EI. It is further ORDERED that the 20200001 -EI fuel clause docket is an on-going proceeding and shall remain open. By ORDER of the Florida Public Service Commission this 14th day of May, 2020. /1J ADAM J. TEITZ Commission Clerk Florida Public Servic Commission 2540 Shumard Oak Boulevard Tallahassee, Florida 32399 (850) 413-6770 www.floridapsc.com Copies furnished: A copy of this document is provided to the parties of record at the time of issuance and, if applicable, interested persons. SBr NOTICE OF FURTHER PROCEEDINGS OR JUDICIAL REVIEW The Florida Public Service Commission is required by Section 120.569(1), Florida Statutes, to notify parties of any administrative hearing or judicial review of Commission orders that is available under Sections 120.57. or 120.68, Florida Statutes, as well as the procedures and time limits that apply. This notice should not be construed to mean all requests for an administrative hearing or judicial review will be granted or result in the relief sought. Mediation may be available on a case-by-case basis. If mediation is conducted, it does not affect a substantially interested person's right to a hearing. Any party adversely affected by this order, which is preliminary, procedural or intermediate in nature, may request: (1) reconsideration within 10 days pursuant to Rule 25- 22.0376, Florida Administrative Code; or (2) judicial review by the Florida Supreme Court, in the case of an electric, gas or telephone utility, or the First District Court of Appeal, in the case of a water or wastewater utility. A motion for reconsideration shall be filed with the Office of ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001-E1 PAGE 14 Commission Clerk, in the form prescribed by Rule 25-22.0376, Florida Administrative Code. Judicial review of a preliminary, procedural or intermediate ruling or order is available if review of the final action will not provide an adequate remedy. Such review may be requested from the appropriate court, as described above, pursuant to Rule 9.100, Florida Rules of Appellate Procedure. ORDER NO. DOCKET NO. 20200001-E1 PAGE 15 'TECO. 4. TAMPA ELECTRIC. ANCMGRA COMPANY ATTACHMENT A SEVENTY -SIGH NINTH _REVISED SHEET NO. 6.020 CANCELS SEVENTY -S - I -EIGHTH REVISE D.SHEET NO,. 6:020 ADDITIONAL BILLING CHARGES TOTAL FUEL AND PURCHASED POWER COST RECOVERY •CLAUSE:. The :total fuel and purchased power cost recovery factor shall be applied to each kilowatt-hour delivered, and shall be computed in accordance with the formula prescribed by the Florida 'Public Service Commission. The following fuel recovery factors by rate schedule have been approved by the Commission: RECOVERY PERIOD (June4azy 2020 through December 2020) 0/kWh Fuel 4/kWh 0/kWh: 0/kVVh Energy Conservation Capacity. Environmental Rate Schedules RS (up to 1,000 kWh) RS (over 1,000 kWh) RSVP -1 (Pi) (Pi) (Ps) (P4) GS. GST cs LS -1, 1.S-2 GSD Optional Secondary Primary Subtransmission Rate Schedules .. GSD, GSOT, SBF, SBFT Secondary Primary Subtransmission IS, IST, `S131 Primary Subtransmission Off - Standard Peak Peak .'.7022,2815 0.232 3.7023:285. 0232 2.6383.046 (2.452) 2.638 3,046 (0.725) 2,63834)46 6.481 2.63 3-046 38.986. 1622, 24632. 2.6383846. j 83 0216 2.6383,946 0.216 24882;614 0.118 2.6383036 24862.612 2:$562.585 0/kWh Fuel. 0.194 0.192 0.190 $/kW Energy Conservation (0.01220. 10.01Z)0 10.0121/3 ;(0.012,)0 00.01 (0.Ola0. (0.0408 10.011.98 (0.00)2 0.244 0.244 0244 0.244 0.244 0.244 0,244 0:244 0.241 10.007 0.243 10.01.1 07- 0.241 10.004: 0.238 $/kVV. 0/kWh Capacity Environmental Standard . Peak Off - Peak.. 2.6383-046 246122-986 2.7663- 34,301 Z: 32:211, 2.6122 2.5852-856 2,58324 63 24232 6 67 249422;5 3 2:5572-0 23 2:5312,8 0.84 0.83 0:82 (0.04113 10.413 jo:013 0.72 (0.0413 0.72 ,0•9 4_14 0.243 0:241 0.238 0.237 0.234 ISSUED BY: N. G. Tower, President DATE EFFECTIVE, JaDua-; ?42-0 ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001 -EI PAGE 16 Amok TECO TAMPA ELECTRIC AN EMERA COMPANY ORIGINAL SHEET NO 6.023' Continued from Sheet No: 6.022 ADDITIONAL BILLING CREDITS FUEL AND .PURCHASED POWER COST RECOVERY CREDIT:. In addition to the total fuel and purchased powercostrecovery clausefactors the fuel :.credit factor shall be appliedto each kiiowaft-hour delivered; and shall be computed in accordance with the formula and procedures prescribed by the Flonda Public Service Commission for a June 2020 through August 2020 mid -course .correction: The following fuel credit factors by rate schedule have been approved by the Commission: RECOVERY PERIOD (EFFECTIVE BEGINNING WITH THE JUNE 2020 BILLING CYCLE AND EXPIRING AFTER THE AUGUST 2020 BILLING CYCLE) (i/kWh Fuel Off - Rate Schedules Standard Peak Peak RS (up to 1,000 kWh) (1.8401. RS (over 1,000 kWh) (0.840) RSVP -1 (P11 (1,4401 (P2) (1.440) (P3) (1.440) (Pa) (1.440) GS. GST (1.440) (1.5101 (1:4101 . CS (1.4401 LS -1, LS -2 (1.427) GSD Optional Secondary (1.440) Primary (1.426) Subtransrnission. /1.4111 O./kWh Fuel Off - Rate Schedules .. Standard Peak Peak GSD, GSDT, SBF, SBFT Secondary (1.440) (1.5101 (1.410) Primary (1:426) 11.495) 11.396) Subtransmission 11.411) (1.480) (1:382) IS, IST, SBI Primary (1.426). (1.495) .(1:396) Subtransmission 11:411) (1:480). 11:3821 ISSUED BY: N G Tower, President DATE EFFECTIVE: ORDER NO. DOCKET NO. 20200001 -EI PAGE 17 FLORIDA POWER & LIGHT COMPANY ATTACHMENT B Fifty-FourthFifth Revised Sheet No. 8.030 Cancels Filly-ThirdFourth Revised Sheet No. 8.030 BILLING ADJUSTMENTS The following charges are applied to the Monthly Rate of each rate schedule as indicated and arc calculated in accordance with the formula specified by the Florida Public ServiceCommission. RATE FUEL CONSERVATION CAPACITY ENVIRON - MENTAL SCHEDULE 0/kWh 0/kWh 0/kWh 0/kWh $/kW 0/kWh S/kW 0/kWh Lcvelizcd On -Peak Off -Peak RS 1, RS -1 tt/RTR-I 1st 1,000 kWh 1,897(0.3651 0.139 .0.230 0.155 RS -I, RS -I w/RTR-1 all addn kWh 9.635 0.139 0.230 0.155 RS -1 w/RTR-1 All kWh 0.4?1(0,008) (OA 43)(1.003 0.139 0.230 0.155 GS -1 2.22910.0391 0.137 0.225 0.152 GST -1 2460(0.0471 2486(0.036) 0.137 0.225 0.152 GSD -I, GSD -1 w/SDTR (Jan-May)(Oct -Dec) 2-229(0.039) 0.47 0.75 0.139 GSD -1 w/SDTR (Jun -Sept) 3:05710.063) 2-49(0.036) 0.47 0.75 0.139 GSDT-1, HLFT-1 3SDT-tw/SDTR (Jan - May)(Oct -Dec) 246010,047) 2,086(0.0361 0.47 0.75 0.139 GSDT-I w/SDTR (Jun -Sept) ;45-7(0.063) 2.119(00361 0.47 0.75 0.139 GSLD-I. CS -I. GSLD-Iw/SDTR (Jan - May)(Oct -Dec) 2.227(0.0391 0.53 0.85 0.138 ESLD -1 w/SDTR (Jun -Sept) -056(0,0631 241-840.0361 0.53 0.85 0.138 GSLDT-1, CST -1. HUT -2. GS1..DT-1 w/SDTR (Jan -May & Oct -Dec) 2.559(0,0471 2.88510,036) 0.53 0.85 0.138 GSI:DT-1 w/SDTR (Jun -Sept) 2.056(0.0631 2.118(0.036) 0.53 0.85 0.138 GSLD-2, CS -2, GSLD-2 w/SDTR (Jan-MayXOct=Dec) 2..214(0.09) 0.53 0.81 0.120 GSLD-2 w/SDTR pun- Sept) 3:938(0,063) 2:49610,036 0.53 0.81 0.120 GSLDT-2, CST -2. 1-111T-3 GSLDT-2 w/SDTR (Jan-May)(Oct-Dec) 2.514(0.047) 2423(0,036) 0.53 0.81 0.120 GSLDT-2 w/SDTR (Jun -Sept) 2424(0. i3) 2406(0.036) 0.53 0.81 0.120 GSLD-3. CS -3 2449(0.038) 0.54 0.84 0.121 GSLDT-3.CST-3 2-4.92(0.046) 2.031(0.035) 0.54 0.84 0.121 NOTE: The Billing Adjustments for additional Rate Schedules are found on Sheet No. 8.030.1 Issued by: Tiffany Cohen, Director, Rates and Tariffs Effective: January 1, 2020 ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001 -EI PAGE 18 FLORIDA POWER & LIGHT COMPANY ThirtiethThirty-First Revised Sheet No. 8.030.1 Cancels Twenty-NinthThirtieth Revised Sheet No. 8.030. 1. Issued by: Tiffany Cohen, Director; Rates and Tariffs Effective: �aet�028 (Continued from Sheet No. 8.030) BILLING ADJUSTMENTS (Continued) RATE FUEL CONSERVATION CAPACITY ENVIRON -MENTAL SCHEDULE ¢/kWh ¢/kWh ¢/kWh 0/kWh S/kW ¢/kWh S/kW ¢/kWh Levelized On -Pea k Of Pea k OS -2 2.214M 0.074 0.095 0.084 MET 2.2140:0 0.48 0.75 0.128 CILC-1(G) ALL ,047) 036) 037 0.87 0.119 CRC- I(D) ^.`= 4i4 .S17) • Q 036) 0.57 0.87 0.119 CILC-1(T) 2.19'(4 .046) 2;031{0. 035) 0.56 0.84 0.110 SL-1,OL-1,RL-1, PL-1/SL-1M, LT -1 2163{0.0 0.037 0.018 0.035 SL -2, GSCU-1/SL-2M. 2.229(0.0 0.102 0.153 0.111 RDD DDC RDD DDC SST -1(T) 214020 ,046) 2,03-)ff. 0.06 0.03 0.10 0.05 0.106 035) SST4(01) 2.560(1) .047) 2-98614, 036) 0.06 0.03 0.10 0.05 0.161 SST -1(02) 2.55914 047) 2.085{0 036) 0.06 0.03 0.10 0.05 0.161 SST -1(D3) 2-5440 047) 2.07310. 936) 0.06 0.03 0.10 0.05 0.161 1SST-1(D) 244419 2.073a 036) 0.06 0.03 0.10 0.05 0.161 ISST-1(T) 2.492{4 2.031‘a 035) 0.06 0.03 0.10 0.05 0.106 .046) Issued by: Tiffany Cohen, Director; Rates and Tariffs Effective: �aet�028 ORDER NO. DOCKET NO. 20200001-E1 PAGE 19 ATTACHMENT C Gulf Power RATE SCHEDULE CR -CREDIT COST RECOVERY CLAUSE FOSSIL FUEL AND PURCHASED POWER MID -COURSE CORRECTION MAY 2020 Section No. VI Original Sheet No. 6.34a PAGE 1of1 • EFFECTIVE BEGINNING AND EXPIRING AFTER THE MAY 2020 BILLING CYCLE APPLICABILITY: Applicable as a mod cation of each filed rate of the Company in which reference is made to Rate Schedule CR. DETERMINATION OF FOSSIL FUEL AND PURCHASED POWER COST RECOVERY FACTOR: In addition to the application of the Fuel Cost Recovery Clause factors in Rate Schedule CR, bills shall be decreased by a factor calculated in accordance with the formula and procedures specified by the Florida Public Service Commission for a May 2020 mid -course correction. Such decreases shall be adjusted for taxes which are based upon revenues. Fuel Cost Recovery Clause factors are shown below. TOU Group Schedules Standard On -Peak Off -Peak A RS, RSVP, RSTOU, GS, GSD, (5.498)¢/kWh (6.342)¢/kWh (5.155)0/kWh GSDT, GSTOU, OSIII, SBS B LP, LPT, SBS (5.424)0/kWh (6.256)0/kWh (5.085)0/kWh C PX, PXT, RTP, SBS (5.340)¢/kWh (6.160)0/kWh (5.007)0/kVVh D OS-I/II (5.453)0/kWh N/A WA The recovery factor applicable for Rate Schedule SBS is based on the Customer's contract demand as follows: Contract Demand (kW) Use Factor Applicable To: 100-499 GSDT 500-7499 LPT 7500 and greater PXT Service under this rate schedule is subject to Rules and Regulations of the Company and the Florida Public Service Commission. ISSUED BY: Tiffany Cohen ORDER NO. DOCKET NO. 20200001 -EI PAGE 20 i •� DUKE C EhJERGY. ATTACHMENT D SECTION NO. VI EIGHTY c-� VENT -4 EIGHTH REVISED SHEET NO.6.105 CANCELS EIGHTYSEVENTH REVISED SHEET NO. 6.105 Page 1 of 3 RATE SCHEDULE BA -1 BILLING ADJUSTMENTS Applicable: To the Rate Per Month provision in each of the Company's filed rate schedules which reference the billing adjustments set forth below. COST RECOVERY FACTORS Rate Schedule/Metering Level Fuel Cost Recoveryi1J ECCRnJ CCRi3J ECRCJ'J ASO') SCRSJ6J Levelized pi kWhff kWh On -Peak Off -Peak ¢.1 kWh tam Si kW. 01 kWh 3l kW ¢1 kWh la kWh ¢l kWh RS -1, RST -1, RSL -1, RSL -2; RSS-1. (Sec.) < 1000 > 1000 34670.45 4-0671.45 4:5980.943 • •2.0210.63 9 0.339 1.200 0.079 0.235 0.534 GS -1, GST -1 Secondary Primary Transmission 3-3500 73 3 33370.72 3-243071 4.3080.943 4.2460.933 42220.924 2-9230.63 9 2.8920.63 3 2:8630.82 6 0.327 0.324 0.320 1.147 1.136 1.124 0.079 0.078 0.077 0.222 0.220 0.218 0.444 0.440 0.435 GS -2 (Sec.) 33500:73 3 0.226 0.690 0.075 0.135, 0.207 GSD -1, GSDT-1, SS - 1 Secondary Primary Transmission 34500.73 33170.72 6 3.2€30.71 8 4:•3080 943 4:2660.933 4.2220 924 2.9210.63 9 2.8920:63 3 2,8630.62 6 1.09 1.08 1.07 3.60 3.56 3.53 0.076 0.075 0.074 0:175 0.173 0.172 0.320 0.317 0.314 CS -1, CST -1, CS -2, CST -2, CS -3, CST -3, SS -3* Secondary Primary Transmission 34600.73 3 34370.72 6 3:283071 8 4,3080.943 44660,933 44220.924 2,0210.63 9 2.8820.63 3 2.8630.62 6 0.46 0.46 0.45 1.38 1.37 1.35 0.072 0.071 0:071 0:120 0.119 0.118 0.518 0.513 0.508 1S-1,IST-1,18-2,IST- 2, SS -2` Secondary Primary Transmission 3450073 3 33370.72 6 32830.71 8, 44460.943 4:0:933 4:2220.924 2,8240.63 9 2.8920.63 3 2,8630.62 6 0.95 0.94 0.93 3.00 2.97 2.94 0.073 0.072 0.072 0.144 0.143 0.141 0.199 0.197 0.195 LS -1 (Sec.) 34830.69 6 0.103 0.147 0.070 0.027 0.379 'SS -1, SS -2, SS -3 Monthly Secondary Primary Transmission Daily Secondary Primary Transmission 0.106 0.105 0.104 0.050 0.050 0.049 0.349 0.346 0.342 0.166 0.164 0.163 GSLM-1, GSLM-2 See appropriate General Service rate schedule (1) Fuel Cost Recovery Factor. • The Fuel Cost Recovery Factors applicable to the Fuel Charge under the Company's various rate schedules are normally determined annually oy tne rionaa F'uolic bennce GommisSion tor the owing montns or January through Uecemoer. i nese tactors are aesignea to recover tne coils ISSUED BY: Javier J. Portuondo; Managing-DiresterVice Presidents Rates & Regulatory Strategy - FL EFFECTIVE: Mav1,2020 ORDER NO. PSC -2020 -0154 -PCO -EI DOCKET NO. 20200001 -EI PAGE 21 r DUKE ENERGY. SECTION NO. VI EIGHTY -SEVENTH -EIGHTH. REVISED SHEET NO. 6.105 CANCELS EIGHTY -SIXTH -SEVENTH REVISED SHEET NO. C105 Page2of3 of fuel and purchased power (other than capacity payments) incurred by the Company to provlde;electric service to Its customers and are adjusted to reflect changes in these costs from one period to the next. Revisions to the Fuel Cost Recovery Factors within the described period may be determined in the event of a significant change in costs. (2) Energy Conservation Cost Recovery Factor. The Energy Conservation Cost Recovery (ECCR) Factor applicable to the.Energy Charge under the Company's various rate schedules is normally determined annually by the Florida Public Service Commission for twelve-month periods beginning with the billing month of January. This factor is :designed to recover the costs incurred by the Company under its approved Energy Conservation Programs and is adjusted to reflect changes in these costs from one period to the next. For time of use demand rates the ECCR charge will be included in the base demand only. (Continued on Page. No. 2) ISSUED BY: Javier J. Portuondo, ice President, Rates & Regulatory Strategy - FL EFFECTIVE: May 1; 2020 i -2o 7, .5 INFORMATIONAL INDIAN RIVER COUNTY INTER -OFFICE MEMORANDUM OFFICE OF MANAGEMENT AND BUDGET TO: Members of the Board of County Commissioners DATE: May 26, 2020 FROM: Kristin Daniels Director, Office of Management & Budget SUBJECT: UPDATE ON VIRGIN TRAINS EXPENSES DESCRIPTION Staff is providing an update to the Board of County Commissioners on actual expenses for Virgin Trains. Please seethe attached document for expenses incurred as of 5/26/20. ATTACHED: • Virgin Trains Expenses through 5/26/20 spreadsheet. 2 Virgin Trains Expenses Indian River County Board approved expenses of 5186,921 prior to 3/24/15 authorization 3/24/15 Litigation- Board Approved a total of $2.7 million FY 14/15. 16/17 In addition to prior authorization 10/2/2018 Board approved additional 592,500 11/20/2018 Board approved additional 51 million (Budget Amendment) 3/17/2020 County Attomey's Office received $200,000 from dtlzens (Budget Amendment 3 Acct#00110214033110.15023 Legal Services 1 5/15/2020 MoloLamken LLP $100,000.00 Fees for Legal Services April 2020 5/8/2020 Murphy & Walker $4,263.00 Fees for Legal Services April 2020 4/8/2020 Murphy & Walker. 511,541.25 . Fees for Legal Services March 2020 3/25/2020 Bryan Cave LLP 5427.00 Fees for Legal Services February 2020 3/19/2020 MoloLamken LLP $100,000.00 Fees for Legal Services February 2020 3/10/2020 Murphy & Walker - 53,178.50 Fees for Legal Sellas February 2020 2/10/2020 Murphy & Walker 59,483.00 Fees for Legal Services January 2020 1/13/2020 Murphy & Walker 57,917.00 Fees for Legal Services December 2019 12/11/2019 Murphy & Walker 513,329.00 - _ Fees for Legal Services November 2019 12/3/2019 Bryan Cave LLP 5697.50 • Fees for Legal Services October 2019 11/12/2019 Murphy & Walker 516,222.00 5267,058.25 519,290.00 Fees for Legal 5eMces October 2019 Fees for legal Services Aug & Sept 2019 (Subtotal Expenses FY 19/20 9/30/2019 Murphy & Walker 9/30/2019 Bryan Cave LLP 549,142.40 Fees for Legal Sellas September 2019 9/30/2019 'Bryan Cave LLP 57,161.12 Fees for Legal Services August 2019 9/18/2019 Bryan Cave LLP 5107,257.70 Fees for Legal Services July 2019 9/11/2019 Murphy & Walker 518,912.00 ' Fees for Legal Services -Aug 2019 8/13/2019 Murphy & Walker 56,487.00 Fees for Legal Services lune & July 2019 7/10/2019 Murphy & Walker 513,868.00 - Fees for Legal Sellas lune 2019 6/24/2019 Bryan Cave LLP 51,244.00 Fees for Legal Services May 2019 6/12/2019 Murphy & Walker- 57,939.10 Fees for Legal Services May 2019 5/29/2019 Bryan Cave LIP 565,848.60 Fees for Legal Services April 2019 5/15/2019 Murphy & Walker . - 52,656.50 Fees for Legal Services Aprll 2019 5/14/2019 Bryan Cave LLP 575,490.34 - Fees for Legal Sellas March 2019 4/4/2019 Murphy & Walker 58,042.00 Fees for Legal Services March 2019 3/26/2019 Bryan Cave LLP 559,154.08 ' Fees for Legal Services February 2019 3/18/2019 Murphy & Walker 515,988.70 • Fees for Legal Servlce'Febnmry 2019 _ 3/18/2019 Bryan Cave LLP $3,577.26 Fees for Legal Service -January 2019 2/21/2019 Murphy & Walker 513,539.54 Fees for Legal Service -January 2019 2/5/2019 Bryan Cave LLP $9,938.49 Fees for Legal Service -December 2018 1/4/2019 . Murphy & Walker 59,929.00 Fees for Legal Service -December 2018 12/27/2018 Bryan Cave LIP 526,535.95 Fees for legal Service -November 2018 12/5/2018 M<Demlot,Will & Emery LLP - 510,000.00 IRC Legislative Advocacy Matters -through 10/31/18 12/3/2018 Bryan Cave IIP 516,416.20 Fees for Legal Service -October 2018 'Subtotal Expenses FY 18/19 5548,417.98 I 9/30/2018 McDermot,Will & Emery LLP 510,565.97 IRC Legislative Advocacy Matters -through 9/30/18 9/30/2018 McDermot,Will & Emery LLP 510,000.00 IRC legislative Advocacy Matters -through 8/31/18 9/30/2018 Bryan Cave LIP 572,352.66 Fees for Legal Service -Sept 2018 9/30/2018 Bryan Cave LLP 560,392.05 Fees for legal Service:442018 9/10/2018 Bryan Cave LLP 5109,699.89 Fees for Legal Service -July 2018 8/24/2018 McDemwtW01 & Emery LLP 510,000.00 IRC Legislative Advocacy Matters- 5/11-7/30/18 8/8/2018 Bryan Cave LLP $49,360.27 Fees for Legal Service -June 2018 7/18/2018_ MCOermot,Wi11 & Emery LLP _ . $10,000.00 IRC LeglslatNe Advocacy Matters -4/18.4/20/18 7/17/2018 Bryan Cave LLP $14,257.36 Fees for Legal Services -May 2018 7/2/2018 McDermot,Will & Emery LLP 510,012.00 IRC Legislative Advocacy Matters- 4/6-4/20/18 6/13/2018 Bryan Cave LLP 530,148.74 Fees for Legal Services -April 2018 5/29/2018 McDermot,Will & Emery119 510,000.00 IRC LegMattve Advocacy Matters- 2/27-4/5/18 5/15/2018 Bryan Cave LLP 523,853.70 Fees for Legal Services -March 2018 5/7/2018 McDermot,Will & Emery LLP 510,000.00 IRC LegfslatNeAdvocacy Matters 2/14-27/18 4/9/2018 Bryan Cave LLP 556,189.09 Fees for Legal SeMces-Feb 2018 4/9/2018 McDermot,Will & Emery 116 • $10,000.00 ' IRC Legislative Advocacy Matters-Jan/Feb 3/14/2018 Bryan Cave LLP 558,782.89' Fees for Legal Services -Jan 2018 3/7/2018 McDermot,Will & Emery LIP $10,000.00 IRC Legislative Advocacy Matters-Dec/Jan 2/20/2018 Bryan Cave 119 532,662.90 Fees for Legal Services -Dec 2017 2/2/2018 McDermot,Will & Emery LLP $10,000.00 IRC Legislative Advocacy Matters -Dec 1/17/2018 Bryan Cave LLP 56,358.50 Fees for Legal SeMces-Nov 2017 12/19/2017 McDermot,Will & Emery LLP 510,089.56 18C legislative Advocacy Matters-Oct/Nov 12/19/2017 McDermot,WlII & Emery LIP 510,000.00 IRC Legislative Advocacy Matters -Sept 'Subtotal Expenses FY 17/18 . 5634,725.58 J 9/30/2017 MCDermot,Wlll & Emery LLP 510,033.78. Fees for Legal Services -Aug & Sept 9/30/2017 McDermot,Will& Emery LLP 510,000.00 IRCLeghlatNe Advocacy Matters 9/30/2017 Bryan Cave LLP 52,995.50 Fees for Legal Services -Sept 2017 9/30/2017 Bryan Cave LLP _ - _ 51,119.00 Fees for Legal Services -Aug 2017 9/27/2017 Bryan Cave LLP 513,195.60 Fees for Legal Services -July 2017 8/15/2017 Bryan Cave ILP 55,893.00 Fees for Legal Services June 2017 7/17/2017 Bryan Cave LLP 520,729.17 Fees for Legal Services -May 2017 private activity bonds 7/17/2017 Bryan Cave LLP - 51,551.80 Fees for Legal Services May 2017 6/13/2017 Bryan Cave LLP $823.50 Fees for Legal Services-Apr112017 5/12/2017 Bryan Cave LLP 52,608.50 - Feei for Legal Services -March 2017 5/12/2017 Bryan Cave LLP - 577.02 Fees for legal SeMce-March 2017 private activity bonds 4/10/2017 Bryan Cave LLP 53,385.90 Fees for Legal Services -Feb 2017 4/10/2017 Bryan Cave LLP 5375.00 Fees for legal Services -Feb 2017 private activity bonds 3/8/2017 Bryan Cave LLD 511,097.20 Fees for Legal Services- Jan 2017 3/8/2017 Bryan Cave Ll, 014,886.78 Fees for Legal Services -Jan 2017 private ostMty bonds 2/20/2017 Bryan Cave 119 0342.50 . Fees for Legal Services- Dec 2016 2/20/2017 Bryan Cave LLP 553,720.93 Fees for Legal Services -Dec 2016 prNete activity bonds 1/24/2017 Shubin & Bass PAS _ 54,795.00 Fees for Legal 5,114,00-9002016 1/17/2017 Bryan Cave 116 5534.50 Fees for Legal Service -Nov 2016 1/17/2017" Bryan Cave'LLPF 515,931.78 . . - Fees for Legal Services -Nov 2016-prNete a tMsy bonds 12/1/2016 Bryan Cave 116 51,722.50 Fees for Legal SeMce -Ost 2016 12/1/2016 Bryan Cave LLP 516,457.70 Fees for Legal services -Oct 2016-prNete activity bonds 12/1/2016 Shubin & Bass PAS 59,387.20 Fees for Legal Services -Oct 2016 - "Subtotal Expenses FY 16/17 $201,663.06 I 9/30/2016 Bryan Cave LLP $5,060.15 Fees for Legal Services -Sept 2016 9/30/2016 Bryan Cave LLP 546,369.62 - Fees for Legal Services -Sept 2016 -private activity bonds 9/30/2016 Bryan Cave LLP 520,358.95 Fees for Legal Services -Aug 2016 9/30/2016 Bryan Cave LLP 58,496.08 Fees for Legal Services -Aug 2016-prtvate activity bonds 9/30/2016 Shubin & Bass PAS 528,277.00 Fees for Legal Services -Sept 2016 9/28/2016 Shubin & Bass PAS 522,949.40 Fees for Legal Services -Aug 2016 3 Date Vendor Amount Note - 9/28/2016 Shubin & Bass PAS _ 515,581.00 Fees for Legal Sallow-Juty 2016 9/14/2016 Bryan Cave LLP - 514,149.70 Fees for legal SenAces-July2016 9/14/2016 Bryan Cave LLP 53,457.13 Fee for Legal Services -July 2016- private activity bonds 8/16/2016 Bryan Cave LLP 572,430.59 Fees for legal Services -lune 2016- private actNtty bonds 8/16/2016 Bryan Cave LLP 51,754.00 Fees for Legal SeMces-lune 2016 7/27/2016 Shubin & Bass PAS 517,550.50 Fees for Legal SeMces-June 2016 7/19/2016 Bryan Cave UP 53,561.50 Fees for Legal Services -May 2016 7/19/2016 Bryan Cave LLP 59,255.65 Fees for legal Services -May 2016 -private actMty bonds 6/21/2016 Shubin & Bass PAS 511,591.49 Fees for legal SeMcesMay 2016 6/14/2016 Bryan Cave UP 527,804.30 Fees for Legal Services-Aprtl 2016 6/14/2016 Bryan Cave LLP 5386.10 . Fees for Legal Services -April 2016 -private activity bonds 5/24/2016 Shubin & Bass PAS - 529,983.35 Fees for legal ServIces-April2016 5/3/2016 Shubin & Bass PAS 521,968.25 Fees for Legal Services -March 2016 4/19/2016 Bryan Cave LLP ' 519,845.75 Fees for legal SeMces-March 2016 4/19/2016 Bryan Cave LLP 5128,696.58 Fees for Legal Services -Mardi 2016 -private actMty bonds 4/6/2016 Bryan Cave LLP 5112,572.86 - Fees for Legal Services -Feb 2016 -private activity bonds 4/6/2016 Nabors & Gihlin 5150.00 Fees for Legal SeMces-August 2015 3/30/2016 Shubin & Bass PAS 57,575.75 Fees for legal Services -Feb 2016 3/16/2016 Bryan Cave UP 531,795.61 Fees for Legal Sella -Jan 2016 -private activity bonds 3/16/2016 Bryan Cave UP 522,207.65 Fees for Legal Services -Jan 2016 2/9/2016 Bryan Cave UP 516,410,09 Fees for Legal Service -Dec 2015 private activity bonds 2/9/2016 - Bryan Cave UP 56,767.90 Fees for Legal Service -Dec 2015 1/20/2016 Bryan Cave LLP 550,663.10 Fees for Legal SeMce-Nov 2015 private activity bonds 1/20/2016 Bryan Cave LLP .._ ---- $20,948.09 --_� Fees for Legal Sellas Nov 2015 - - -- -. .- 12/8/2015 12/8/2015 Bryan Cave LLP $27,303.95 Fees for Legal Services Oct 2015 12/8/2015 Bryan Cave LLP - 51,245.06 Fees for Legal Services-0cl 2015 private activity bonds Subtotal Expenses FY 15/16 5807,167.15 • ' 9/30/2015 Bryan Cave LLP 554,812.80 Fees for Legal Services Sept 2015 9/30/2015 Bryan Cave LLP 57,113.36 Fees for Legal Services -Sept 2015 private actMty bonds 9/30/2015 Bryan Cave LLP 581,436.99 Fees for Legal Services -Aug 2015 9/30/2015 Bryan Cave LLP 555,354.02 Fees for Legal Services -Aug 2015 private activity bonds 8/28/2015 Bryan Cave UP 551,636.09 Fees for Legal Services -Jury 2015 private activity bonds 8/28/2015 Bryan Cave LLP 56,307.05 Fees for Legal Services -AIN 2015 8/12/2015 Bryan Cave UP - 550,710.86 Fees for Legal Services -June 2015 private acttsIy bonds 8/12/2015 Bryan Cave LLP 537,687.25 Fees for Legal Sellas -June 2015 7/1/2015 Bryan Cave LLP 5178,503.50 Fees for Legal Services- May 2015 private actMty bonds 7/1/2015 Bryan Cave LLP 537,048.25 Fees for Legal Services -May 2015 7/2/2015 Bryan Cave LLP 5177,071.70. Fees for Legal Services -April 2015 7/1/2015 Bryan Cave LLP 528,871.78 Fees for Legal Services -April 2015 private actNity bonds 6/18/2015 Nabors Giblin & Nickerson PA -5250.00 Martin county paid 1/2 5/20/2015 Nabors Giblin & Nickerson PA 5500.00 Fees for Legal Services 05/12/15 Bryan Cave LLP 528,877.05 Fees for Legal Services 05/12/15 Bryan Cave LLP 5145,105.00 Fees for Legal Services 04/20/15 Bryan Cave LLP 54,107.50 Fees for Legal Services 3/24/15 Nabors Giblin & Nickerson PA* 5617.49 IRC 1/3 Portion of Legal Fees 2/24/15 Nabors Giblin & Nickerson PA• 55,593.56 IRC 1/3 Portion of Legal Fees 12/22/14 Bryan Cave LLP $33,252.60 Fees for Legal Semises 12/10/14 Bryan Cave LLP 579,962.30 Fees for Legal Services 'Subtotal Expenses FY 14/15 51,064,319.15 1 9/30/14 Bryan Cave LLP 526,975.60 Fees for Legal Services 9/30/14 Bryan Cave LLP 5638.70 Fees for Legal 5ervice5 9/17/14 Bryan Cave LLP 5937.50 _ Fees for Legal Services 'Subtotal Expenses FY 13/14 528,551.80 ( 'Split between SLIusIe, Indian River, and Martin Counties Acct#00110214-033190-15023 Other Professional Services Other Professional Services Date Vendor Amount Note 5/19/2020 Atlantic Coastal Land title 585.00 Title Search 11/4/2019 Advanced Data Solution 51,115.00 'Subtotal Expenses FY 19/20 $1,200.00 11/27/2018 Scripps 11/21/2018 Gail E. I Subtotal Expenses FY 18/19 592.40 $350.00 5442.40 Document Scanning Legal Advertising Transcription 5ervic 9/30/2018 Copy Charges 532.96 Copies 8/30/2018 Florida Dept of Transportation 582.84 Public Records Request balance 7/10/2018 Florida Dept ofTransportatlon 582.84 Public Records Request Subtotal Expenses FY 17/18 5198.64 4/28/2017 Martin County 50% relmbursernent 53,380.35 5016 reimbursement 4/18/2017 Triad Railroad Consultants 56,760.69 Expert Witness 2/20/2017 Atkins North Ameria,lno, 51,607.00 . Drainage Reports & calculation 1/24/2017 Triad Railroad Consultants 12/1/2016 VB Court Reporters 12/1/2016 Scripps 513,396.11 5300.00 595.70 St Johns Admin Hearing Subtotal Expenses FY 16/17 518,779.15 9/30/2016 GK Environmental 50,580.00 Legal Adverthing 9/30/2016 Triad Railroad Consultants 9/30/2016 Atkins North America Inc. 9/30/2016 Federal Express 524,758.59 520,782.50 $8.18 Review AAF 9096 & plans Drainage Reports & calculations 8/5/2016 OK Environmental 52,040.00 7/12/2016 Dylan Reingotd-travel to Wash DC 5928.37 AAF Hearing 6/1/2016 US Legal Support Inc 5160.80 AAF Hearing Certified Transcriber 5/23/2016 Federal Expres 56.10 Shipping 5/11/2016 GK Environmental 56,000.00 Prelim wetland determination 4/19/16 GK Environmental 1/26/2016 Federal Express 1/25/2016 VB Court Reporting 51,875.00 56.85 5417.50 Prelim wetland determination Shipping "Subtotal Expenses FY 15/16 562,56399 9/30/2015 Dylan Reingotd IRC vs Rogoff 5412.00 Reimburse for case filing 9/16/2015 Federal Express 53.92 Shipping 8/25/2015 Railroad Consultant Group 536,053.97 Rall Safety Study 8/25/2015 Railroad Consultant Group 5435.00 Rail Safety Study 7/14/2015 Federal Express 56.31 Shlpping 7/2/2015 William M Sampson $6,875.00 Rail Crossing Analysis 6/16/2015 Federal Express 57.84 Shipping 6/10/2015 Dylan Reingold-travel to Wash DC 5446.11 Preliminary Hearing 5/12/2015 Treasury of the United States 5570.00 Public Record -"Subtotal Expenses FY 14/15 544,810.15 4 $3,750,246.121 $4,179,420.751 $429,174.631 Acct#00110111-034020.15023 All Travel Travel festa iR1•14l /OiST,In 1GTISi 4/24/2019 Dylan Reingold-FDFC Meeting on Brightline 5400.39 Work Order 10 EIS 4/16/2019 Tim Zorc-FDFC Meeting -Orlando 597.32 Work Order 13 Noise Monitoring 3/13/2019 Peter O'Bryan-FDFC Meeting-Odando 5111.32 Work Order 10 EIS 3/13/2019 Bob Solari-FDPC Meeting -Orlando $92.32 Work Order 10 EIS 12/12/2018 Kate CotnerUS Dist Court Hearing -Washington DC -expense $156.89 Work Order 13 Nolse Monitoring 12/4/2018 Kate Cotner-USDist Court Hearing -Washington DC -Hotel 5174.90 I - 12/4/2018 Kate Cotner -US Dist Court Hearing -Washington DC Flight 5373.60 Work Order 13 Noise Monitoring 9/30/14 (Subtotal Expenses FY 18/19 _ 51,406.74 5113.50 Work Order 10 EIS 9/30/2018 Dylan R ingold-FL Dov Finance Corp Mtg-Odendo-hotel 9/30/2018 Kate Cotner.FL Dev Finance Corp Mtg-Odando-hotel 5113.50 CDM Smith int 9/30/2018 Tim Zorc FL Dev Finance Corp Mtg-Orlando-hotel 5113.50 150140tel Expenses FY 13/14 9/11/2018 Kate Cotner -FI Dev Finance Corp Mtg-Orlando 5111.91 9/11/2018 Dylan Reingold-FL Dev Finance Corp Mtg-Orlando 5122.06 9/11/2018 Peter O'Bryarse FL Dev Finance Corp Mfg -Orlando 591.52 9/4/2018 Tim Zoro- FL Dev Finance Corp Mtg-Orlando 5110.45'. 9/4/2018 Jason E. Broom -FL Dev Finance Corp Mtg- Orlando 591.52 5/8/2018 Dylan Reingold-Capital Hill All Aboard FL Mtg 5161.89 5/8/2018 Kate P. Cotner -Capital Hill All Aboard FL Mtg 5271.64 5/1/2018 The Liaison Capital Hill Hotel -Kate Cotner - 5274.37 5/1/2018 American Alrines-Kate Cotner 5167.20 5/1/2018 let Blue -Dylan Reingold 5128.20 5/1/2018 The Llason Capitol Hill Hotel -Dylan Reingold 5548.74 Subtotal Expenses FY 17/18 $2,420.00 I 9/30/2017 Delta Air 5191.80 9/30/2017 American Airlines 5193.20 9/30/2017 let Blue 5168.20 9/30/2017 let Blue 525.00 9/30/2017 Bob Solari -travel to Washington DC 5869.98 with OMB,Senator & Congressman & FDOT A00t800110214-034020.15023 All Travel 9/30/2017 Kate Cotner -travel to Washington DC 5768.02 9/30/2017 Dylan Reingold-travel to Washington OC 5753.49 6/28/2017 Kate Cotner -Tag Meeting 560.07 mileage to Cocoa Subtotal Expenses FY 16/17 53,029.76 4/20/2016 Dylan Reingold 5106.26 Hearing 4/6/2016 Aloft Hotel 9109.00 MHG Tallahassee AL P -Dylan Reingold 12/16/2015 - Kimberly Graham 5901.76 Fed Railway Assoc Mtg-Washington DC 12/2/2015 Kate CotnerFAC Legislative Conference 519.44 Subtotal Expenses FY 15/16 51,136.46 I 9/8/2015 Doubletree Orlando 9271.36 Odando-Travel-Fl. Dev. Finance Corp 8/26/2015 ' Dylan Reingold - 575.26 - - --- -- --- -- 8/26/2015 Kate Cotner -55.36 Orlando -Travel -FL Dev. Finance Corp 15ubtote1 Expenses FY 14/15 $341.26 I Acct#11124319-033190 Other Professional Services .RIS 1•R.T•GTr /i06• iI 1GTISi 7/02/15 CDM Smith Inc 523,454.00 Work Order 10 EIS 1/02/15 CDM Smith Inc 56,973.40 Work Order 13 Noise Monitoring 1/02/15 CDM Smith Inc 52,122.50 Work Order 10 EIS 11/26/14 CDM Smith ins ' 55,605.00 Work Order 10 EIS 11/21/14 COM Smith Inc 56,585.80 Work Order 13 Nolse Monitoring Subtotal Expenses FY 14/15 544,740.70 I - 9/30/14 CDM Smith Inc 51,937.00 Work Order 13 Noise Monitoring 9/30/14 CDM Smith Inc 58,077.00 Work Order 10 EIS 8/29/14 CDM Smith Inc - $4,135.00 Work Order 10 EIS 8/08/14 CDM Smith int 53,125,00 Work Order 10 EIS 150140tel Expenses FY 13/14 517,274.0 I Total Expenses 19/20 Total Expenses 18/19 Total Expenses 17/18 Total Expenses 16/17 Total Expenses 15/16 Total Expenses 14/15 Total Expenses 13/14 5268,258.25 5550,267.12 5637,344.22 5223,471.97 5870,867.50 51,154,211.26 545,825.80 ITotal expenses processed as of 5/26/2020 Total Board authorized budget for FY 19/20' Total Board authorized budget for FY 18/19 Total Board authorized budget for FY 17/18 Total Board authorized budget for FY 16/17 Total Board authorized budget for FY 15/16 Total Board authorized budget for FY 14/15 Total Board authorized budget for FY 13/14 5697,432.88 5550,267.12 5637,344.22 5223.471.97 5870,867.50 51,154,211.26 545,825.80 'Total budgeted 13/14-19/20 •Indudes 5200,000 donation from citizens 'Remaining Balance 5 JEFFREY R. SMITH, CPA, CGFO, CGMA Clerk of Circuit Court & Comptroller Finance Department 1801 27th Street Vero Beach, FL 32960 TO: HONORABLE BOARD OF COUNTY COMMISSIONERS FROM: ELISSA NAGY, FINANCE DIRECTOR THRU: JEFFREY R. SMITH, COMPTROLLER DATE: May 14, 2020 SUBJECT: APPROVAL OF CHECKS AND ELECTRONIC PAYMENTS May 8, 2020 to May 14, 2020 In compliance with Chapter 136.06, Florida Statutes, all checks and electronic payments issued by the Board of County Commissioners are to be recorded in the Board minutes. Approval is requested for the attached lists of checks and electronic payments, issued by the Comptroller's office, for the time period of May 8, 2020 to May 14, 2020. 6 TRANS NBR 395195 395196 395197 395198 395199 395200 395201 395202 395203 395204 395205 395206 395207 395208 395209 395210 395211 395212 395213 395214 395215 395216 395217 395218 395219 395220 395221 395222 395223 395224 395225 395226 395227 395228 395229 395230 395231 395232 395233 395234 395235 395236 395237 395238 395239 395240 395241 395242 395243 395244 395245 395246 395247 395248 395249 395250 395251 395252 DATE 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 CHECKS WRITTEN VENDOR AMOUNT SUNCOAST WELDING SUPPLIES INC 69.87 CHISHOLM CORP OF VERO 714.90 SAFETY PRODUCTS INC 383.90 KELLY TRACTOR CO 480.81 SAFETY KLEEN SYSTEMS INC 323.90 GRAYBAR ELECTRIC 612.83 REPUBLIC SERVICES INC 258,715.50 EXPRESS REEL GRINDING INC 1,100.00 CHILDCARE RESOURCES OF IRC INC 10,080.00 NEWMANS POWER SYSTEMS 494.98 BAKER & TAYLOR INC 3,676.04 NORTHERN SAFETY CO INC 290.19 INDIAN RIVER ALL FAB INC 75.00 EBSCO INDUSTRIES INC 26.40 JANITORIAL DEPOT OF AMERICA INC 48.26 PUBLIX SUPERMARKETS 68.80 ARTHUR J GALLAGHER RISK MGMT SERV INC 1,332,226.00 FLORIDA DEPT OF AGRICULTURE AND 491.00 GEOSYNTEC CONSULTANTS INC 13,059.79 FEDERAL EXPRESS CORP 13.74 FLORIDA POWER AND LIGHT 24,821.61 FLORIDA POWER AND LIGHT 1,139.72 AMERICAN PLANNING ASSOCIATION 180.00 AMERICAN PLANNING ASSOCIATION 412.00 CATHOLIC CHARITIES DIOCESE OF PALM BCH 3,063.63 STRUNK FUNERAL HOMES & CREMATORY 425.00 SEBASTIAN RIVER HIGH SCHOOL 2,233.25 L WALTON ELECTRIC INC 6,171.00 NEXTRAN CORPORATION 227.32 SYMBIONT SERVICE CORP 557.53 BRIDGESTONE AMERICAS INC .1,436.16 SHRIEVE CHEMICAL CO 8,073.88 ARCADIS U S INC 5,872.50 THE PALMS AT VERO BEACH 950.00 PUKKA INC 669.12 RUSSELL PAYNE INC 157.38 CELICO PARTNERSHIP 282.36 COASTAL TECHNOLOGY CORPORATION 31,175.22 SOUTHERN JANITOR SUPPLY INC 747.40 MASTELLER & MOLER INC 4,502.50 ETR LLC 240.85 GLOVER OIL COMPANY INC 37,668.32 CONSOLIDATED ELECTRICAL DISTRIBUTORS INC 157.20 VERO BEACH BROADCASTERS LLC 600.00 KWACKS INC 975.00 WINSUPPLY OF VERO BEACH 371.32 ALAN JAY CHEVROLET CADILLAC 30,966.00 WILD TURKEY ESTATES OF VERO LLC 5,659.45 W&G MAINTENANCE 11,820.00 BAUDVILLE INC 244.68 MASCHMEYER CONCRETE COMPANY OF FLORIDA 898.00 UNIFIRST CORPORATION 241.35 AC VETERINARY SPECIALTY SERVICES 1,113.73 COVERALL NORTH AMERICA INC 2,015.00 MATHESON TRI -GAS INC 4,126.65 CANARX GROUP INC 9,728.00 COLE AUTO SUPPLY INC 593.91 ENVIRONMENTAL OPERATING SOLUTION INC 8,078.00 7 TRANS NBR 395253 395254 395255 395256 395257 395258 395259 395260 395261 395262 395263 395264 395265 395266 395267 395268 395269 395270 395271 395272 395273 395274 395275 395276 395277 395278 395279 395280 395281 395282 395283 395284 395285 395286 395287 395288 395289 395290 395291 395292 395293 395294 395295 395296 395297 395298 395299 395300 395301 395302 395303 395304 395305 395306 395307 395308 395309 395310 395311 395312 DATE 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 VENDOR AMOUNT CORE & MAIN LP 125.00 WOERNER AGRIBUSINESS LLC 280.00 DJD EQUIPMENT HOLDINGS LLC 2,457.56 GYRO-TRAC CORPORATION 887.68 AMAZON CAPITAL SERVICES INC 4,342.32 PETER DENNIS 614.00 JORDAN POWER EQUIPMENT CORP 67.94 PC SOLUTIONS & INTEGRATION INC 506.22 APTIM CORP 49,346.59 BLUE GOOSE CONSTRUCTION LLC 15,004.46 LOWES COMPANIES INC 579.46 PEOPLEREADY INC 1,937.00 TODD DINGEE 60.00 DEX IMAGING LLC 131.86 ATLAS ORGANICS INDIAN RIVER LLC 116,844.50 TRUE DIGITAL SECURITY INC 1,137.50 TRUE DIGITAL SECURITY INC 1,750.00 ECOMIGHT LLC 348.00 GREEN SEASONS NURSERY INC 1,146.00 VERO BEACH LEASED HOUSING ASSOC III LLLP 429.00 PALFINGER US HOLDING INC 905.61 DTM CONCEPTS LLC 27,930.00 CARL BURIAN 186.38 NORMA BERGSTRESSER 26.88 FOCUS FORENSICS LLC 30.26 UTIL REFUNDS 17.28 UTIL REFUNDS 18.80 UTIL REFUNDS 134.74 UTIL REFUNDS 86.35 UTIL REFUNDS 68.32 UTIL REFUNDS 78.28 UTIL REFUNDS 98.07 UTIL REFUNDS 79.01 UTIL REFUNDS 79.47 UTIL REFUNDS 76.22 UTIL REFUNDS 148.72 UTIL REFUNDS 51.82 UTIL REFUNDS 62.92 UTIL REFUNDS 40.16 UTIL REFUNDS 68.94 UTIL REFUNDS 72.47 UTIL REFUNDS 66.65 UTIL REFUNDS 73.99 UTIL REFUNDS 75.60 UTIL REFUNDS 16.67 UTIL REFUNDS 82.80 UTIL REFUNDS 58.74 UTIL REFUNDS 37.29 UTIL REFUNDS 81.38 UTIL REFUNDS 72.17 UTIL REFUNDS 34.35 UTIL REFUNDS 32.92 UTIL REFUNDS 80.55 UTIL REFUNDS 75.05 UTIL REFUNDS 32.57 UTIL REFUNDS 21.91 UTIL REFUNDS 16.31 UTIL REFUNDS 70.74 UTIL REFUNDS 62.40 UTIL REFUNDS 40.66 8 TRANS NBR 395313 395314 395315 395316 395317 395318 395319 395320 395321 395322 395323 395324 395325 395326 395327 395328 395329 395330 395331 395332 395333 395334 395335 395336 395337 395338 395339 395340 395341 395342 395343 395344 395345 395346 395347 395348 395349 395350 395351 395352 395353 395354 395355 395356 395357 395358 395359 395360 395361 395362 395363 395364 395365 395366 395367 395368 395369 395370 395371 395372 DATE 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05%11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 VENDOR UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS SSES INC SAFETY PRODUCTS INC SOFTWARE HARDWARE INTEGRATION MORGAN & EKLUND INC TREASURE COAST SPORTS COMMISSION INC TRANSPORTATION CONTROL SYSTEMS SYMBIONT SERVICE CORP OCLC ONLINE COMPUTER LIBRARY CENTER MBV ENGINEERING INC MASTELLER & MOLER INC SUMMERLINS MARINE CONST LLC MURPHY & WALKER P L OVERDRIVE INC XYLEM WATER SOLUTION USA INC PENGUIN RANDOM HOUSE LLC SAMBA HOLDINGS INC UNIFIRST CORPORATION PRP CONSTRUCTION GROUP LLC SUPERSAFE LIBRARY SECURITY INC STUART RUBBER STAMP & SIGN CO INC OSBURN ASSOCIATES INC PREMIER LANDSCAPE SOLUTIONS OF IR LLC JORDAN POWER EQUIPMENT CORP LOGAN PERALTA LOWES COMPANIES INC LOUISE WILLIAMS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS AMOUNT 74.96 24.15 71.30 33.72 49.03 42.95 33.18 31.02 96.03 36.51 70.45 36.68 1,146.84 435,739.00 14,647.90 3,237.00 34,055.00 2,000.00 260.00 2,665.00 470.40 6,025.00 28,625.00 1,350.00 4,263.00 1,087.25 12,047.90 116.25 2,612.80 106.96 22,365.00 560.00 116.89 4,960.00 3,480.00 38.42 950.00 26.20 111.83 31.98 45.51 80.44 41.58 39.40 52.38 63.44 102.27 13.81 26.62 43.66 17.28 1.91 64.64 90.53 57.67 12.51 33.95 90.74 47.57 27.73 9 TRANS NBR 395373 395374 395375 395376 395377 395378 395379 395380 395381 395382 395383 395384 395385 395386 395387 395388 395389 395390 395391 395392 395393 395394 395395 395396 395397 395398 395399 395400 395401 395402 395403 395404 395405 395406 395407 395408 395409 395410 395411 395412 395413 395414 395415 395416 395417 395418 395419 395420 395421 395422 395423 395424 395425 395426 395427 395428 395429 395430 395431 395432 DATE 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/11/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 VENDOR UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS SUNCOAST WELDING SUPPLIES INC TEN -8 FIRE EQUIPMENT INC RANGER CONSTRUCTION IND INC DATA FLOW SYSTEMS INC GRAINGER KELLY TRACTOR CO GRAYBAR ELECTRIC TIRESOLES OF BROWARD INC JOHN C HINTON BAKER DISTRIBUTING CO LLC SOFTWARE HARDWARE INTEGRATION COMMUNITY ASPHALT CORP SUBSTANCE AWARENESS COUNCIL OF IRC INC FLORIDA DEPT OF ENVIRONMENTAL PROTECTION JOHN BROWN & SONS INC DONADIO AND ASSOCIATES ARCHITECTS PA GATOR'S SOD INC JACKS COMPLETE TREE SERVICE INC HEVERON GROUP INC CONSOLIDATED ELECTRICAL DISTRIBUTORS INC PAK MAIL JEANNE MUTTILL KWACKS INC GUETTLER BROTHERS CONSTRUCTION LLC TAW ORLANDO SERVICE CENTER INC CLEAN SWEEP & VAC LLC BURNETT LIME CO INC BURNETT LIME CO INC C E R SIGNATURE CLEANING UNIFIRST CORPORATION CDA SOLUTIONS INC SCHUMACHER AUTOMOTIVE DELRAY LLC EASTERN PIPELINE CONSTRUCTION INC COLE AUTO SUPPLY INC BOBBY ROGERS PAINTING & PRESSURE AMOUNT 36.48 63.91 14.96 70.58 11.18 9.51 41.67 69.89 73.97 27.65 94.31 68.60 65.37 84.85 74.23 84.51 41.34 13.19 101.72 69.34 60.69 105.52 15.69 46.79 35.40 107.36 4,279.27 1,368.17 835.00 1,199.75 1,149.38 300.40 552.26 1,410.38 41.06 420.08 61,720.94 9,493.61 250.00 3,960.00 4,174.75 85.00 600.00 2,100.00 672.00 308.17 699.68 710.00 72,662.24 1,631.49 6,206.00 6,353.20 556.00 2,600.00 532.15 4,084.61 730.25 850.00 1,526.59 7,020.00 10 TRANS NBR 395433 395434 395435 395436 395437 395438 395439 395440 395441 395442 395443 395444 395445 395446 395447 395448 395449 395450 395451 395452 395453 395454 395455 395456 395457 395458 395459 395460 395461 395462 395463 395464 395465 395466 395467 395468 395469 395470 395471 395472 395473 395474 395475 395476 395477 395478 395479 395480 395481 395482 395483 395484 395485 395486 395487 395488 395489 395490 395491 Grand Total: DATE 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 VENDOR CORE & MAIN LP DJD EQUIPMENT HOLDINGS LLC ARIENS COMPANY EMPIRE PIPE ORLANDO LLC PIRATE PEST CONTROL LLC CALITEN LLC AMERIGAS PROPANE LP CK CONTRACTORS & DEVELOPMENT LLC DENNIS LEE ROWE PC SOLUTIONS & INTEGRATION INC MULLINAX FORD OF VERO BEACH NETCENTRIC TECHNOLOGIES INC KYOCERA DOCUMENT SOLUTIONS SOUTHEAST SUNBELT HYDRAULIC & EQUIPMENT INC LOWES COMPANIES INC WITTENBACH BUSINESS SYSTEMS LLC UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS AMOUNT 15,725.27 342.80 5,351.77 574,474.00 14.00 36.61 1,603.14 25,325.00 1,530.00 43,715.66 983.86 722.59 LLC 651.89 280.17 933.77 501.50 46.29 47.83 29.50 86.89 80.97 45.05 341.62 169.31 28.40 30.88 88.60 75.59 63.32 42.95 29.84 28.60 38.63 30.03 33.31 125.54 23.27 82.26 29.91 88.02 151.72 434.07 76.76 147.27 250.16 18.52 53.71 44.82 42.38 51.76 56.76 34.45 33.71 40.11 42.30 3.77 12.72 233.91 31.88 3,523,695.29 11 RENTAL ASSISTANCE CHECKS WRITTEN TRANS NBR DATE VENDOR AMOUNT 900522 05/13/2020 CELICO PARTNERSHIP 1.85 Grand Total: 1.85 12 TRANS. NBR 1016597 1016598 1016599 1016600 1016601 1016602 1016603 1016604 1016605 1016606 1016607 1016608 1016609 1016610 1016611 1016612 1016613 1016614 1016615 1016616 1016617 1016618 1016619 1016620 1016621 1016622 1016623 1016624 1016625 1016626 1016627 1016628 1016629 1016630 1016631 1016632 Grand Total: ELECTRONIC PAYMENT - VISA CARD DATE 05/08/2020 05/08/2020 05/08/2020 05/08/2020 05/08/2020 05/08/2020 05/08/2020 05/08/2020 05/08/2020 05/08/2020 05/08/2020 05/08/2020 05/08/2020 05/08/2020 05/08/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 05/13/2020 VENDOR AMOUNT PARKS RENTAL & SALES INC 358.38 COLD AIR DISTRIBUTORS WAREHOUSE 258.36 INDIAN RIVER BATTERY 1,465.95 APPLE INDUSTRIAL SUPPLY CO 15.10 TEAM EQUIPMENT INC 209.04 MEEKS PLUMBING INC 865.00 THE EXPEDITER 27.39 GROVE WELDERS INC 285.00 COMPLETE ELECTRIC INC 315.39 RECHTIEN INTERNATIONAL TRUCKS 187.07 AUTO PARTNERS LLC 286.84 L&L DISTRIBUTORS 276.21 NEXAIR LLC 1,047.35 EFE INC 410.80 TOSHIBA AMERICA BUSINESS SOLUTIONS INC 122.50 AT&T CORP 22,967.59 OFFICE DEPOT INC 984.51 POLYDYNE INC 2,576.00 WASTE MANAGEMENT INC OF FLORIDA 4,074.48 INDIAN RIVER BATTERY 257.90 INDIAN RIVER OXYGEN INC 170.00 RING POWER CORPORATION 8,523.95 AMERICAN CONCRETE INDUSTRIES INC 575.00 MIKES GARAGE & WRECKER SERVICE INC 835.00 ALLIED UNIVERSAL CORP 7,452.57 GROVE WELDERS INC 68.41 HD SUPPLY FACILITIES MAINTENANCE LTD 1,262.21 COMPLETE ELECTRIC INC 142.50 HARCROS CHEMICALS, INC. 2,603.78 CUMMINS INC 12,197.01 SPINNAKER VERO INC 35.00 AUTO PARTNERS LLC 890.18 HYDRA SERVICE (S) INC 28,781.13 NEXAIR LLC 28.78 EFE INC 855.44 PACE ANALYTICAL SERVICES LLC 909.00 102,320.82 13 TRANS NBR 7657 7658 7659 7660 7661 7662 7663 7664 7665 7666 7667 7668 7669 7670 Grand Total: ELECTRONIC PAYMENTS - WIRE & ACH DATE 05/08/2020 05/08/2020 05/08/2020 05/08/2020 05/11/2020 05/11/2020 05/12/2020 05/12/2020 05/12/2020 05/12/2020 05/13/2020 05/13/2020 05/14/2020 05/14/2020 VENDOR RX BENEFITS INC KIMLEY HORN & ASSOC INC VEROTOWN LLC SENIOR RESOURCE ASSOCIATION HIGHMARK STOP LOSS NATIONAL METERING SERVICES INC ATLANTIC COASTAL LAND TITLE CO LLC WRIGHT EXPRESS FSC WEST HEALTH ADVOCATE SOLUTIONS INC RX BENEFITS INC IRS -PAYROLL TAXES VEROTOWN LLC FLORIDA DEPARTMENT OF REVENUE FLORIDA DEPARTMENT OF REVENUE AMOUNT 2,330.84 52,619.80 182,104.30 277,155.10 68,620.20 39,564.00 9,775.90 15,284.40 1,941.20 250,343.94 7,404.19 59,515.18 460.54 54.80 967,174.39 14 JEFFREY R. SMITH, CPA, CGFO, CGMA Clerk of Circuit Court & Comptroller Finance Department 1801 27th Street Vero Beach, FL 32960 TO: HONORABLE BOARD OF COUNTY COMMISSIONERS FROM: ELISSA NAGY, FINANCE DIRECTOR THRU: JEFFREY R. SMITH, COMPTROLLER DATE: May 21, 2020 SUBJECT: APPROVAL OF CHECKS AND ELECTRONIC PAYMENTS May 15, 2020 to May 21, 2020 In compliance with Chapter 136.06, Florida Statutes, all checks and electronic payments issued by the Board of County Commissioners are to be recorded in the Board minutes. Approval is requested for the attached lists of checks and electronic payments, issued by the Comptroller's office, for the time period of May 15, 2020 to May 21, 2020. 15 TRANS NBR 395492 395493 395494 395495 395496 395497 395498 395499 395500 395501 395502 395503 395504 395505 395506 395507 395508 395509 395510 395511 395512 395513 395514 395515 395516 395517 395518 395519 395520 395521 395522 395523 395524 395525 395526 395527 395528 395529 395530 395531 395532 395533 395534 395535 395536 395537 395538 395539 395540 395541 395542 395543 395544 395545 395546 395547 395548 395549 DATE 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 CHECKS WRITTEN VENDOR AMOUNT STURGIS LUMBER & PLYWOOD CO 38.96 VERO CHEMICAL DISTRIBUTORS INC 240.76 PERERS ENTERPRISES INC 2,385.27 CHISHOLM CORP OF VERO 5,394.00 AT&T WIRELESS 1,751.66 ECOTECH CONSULTANTS INC 2,674.00 TIRESOLES OF BROWARD INC 3,083.85 ARMFIELD WAGNER APPRAISAL AND RESEARCH INC 800.00 BARNEYS PUMP INC 1,825.00 K & M ELECTRIC SUPPLY 54.92 GO COASTAL INC 99.75 ROGER J NICOSIA 2,100.00 UNITED STATES POSTAL SERVICE 20,000.00 BLUE CROSS & BLUE SHIELD OF FLORIDA INC 5,607.09 ARTHUR J GALLAGHER RISK MGMT SERV INC 175,000.00 FLORIDA POWER AND LIGHT 5,128.64 AMERICAN PLANNING ASSOCIATION 60.00 PITNEY BOWES INC 480.66 G K ENVIRONMENTAL INC 8,550.00 THE FLORIDA BAR 300.00 BRIDGESTONE AMERICAS INC 1,524.00 RUSSELL PAYNE INC 709.72 CELICO PARTNERSHIP 284.20 FLORIDA DEPT OF JUVENILE JUSTICE 37,280.72 CONTROL SYSTEMS DESIGN INC 2,835.00 VAN WAL INC 180.00 FLORIDA RURAL LEGAL SERVICES INC 1,146.51 ALAN HILL 454.55 E W SIVER & ASSOCIATES INC 1,331.25 MASTELLER & MOLER INC 17,052.50 GLOVER OIL COMPANY INC 33,503.21 ADMIN FOR CHILD SUPPORT ENFORCEMENT 299.36 ADMIN FOR CHILD SUPPORT ENFORCEMENT 303.42 ADMIN FOR CHILD SUPPORT ENFORCEMENT 169.30 CONSOLIDATED ELECTRICAL DISTRIBUTORS INC 144.30 NORTH CAROLINA CHILD SUPPORT 105.69 FLORIDAAQUASTORE INC 2,800.00 KWACKS INC 1,344.00 NICOLACE MARKETING INC 500.00 HELPING ANIMALS LIVE -OVERCOME 89.00 SNYDER PLUMBING OF THE TREASURE COAST INC 79.00 BRENNTAG MID -SOUTH INC 15,133.26 FLORIDA ARMATURE WORKS INC 4,338.15 BURNETT LIME CO INC 6,465.20 TREASURE COAST TURF INC 302.00 SCADA SOLUTIONS LLC 7,050.00 UNIFIRST CORPORATION 532.20 SOLAR SOLUTIONS WINDOW TINTING INC 340.00 MATHESON TRI -GAS INC 4,172.95 COLE AUTO SUPPLY INC 92.61 TETRA TECH INC 2,100.06 W&J CONSTRUCTION CORP 115,303.51 COMMONWEALTH OF MASSACHUSETTS 154.00 GRBK GHO HOMES LLC 280,144.60 JORDAN POWER EQUIPMENT CORP 65.80 KYOCERA DOCUMENT SOLUTIONS SOUTHEAST LLC 150.00 DESK SPINCO INC 363.33 LOWES COMPANIES INC 334.34 16 TRANS NBR 395550 395551 395552 395553 395554 395555 395556 395557 395558 395559 395560 395561 395562 395563 395564 395565 395566 395567 395568 395569 395570 395571 395572 395573 395574 395575 395576 395577 395578 395579 395580 395581 395582 395583 395584 395585 395586 395587 395588 395589 395590 395591 395592 395593 395594 395595 395596 395597 395598 395599 395600 395601 395602 395603 395604 395605 395606 395607 395608 395609 DATE 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 VENDOR AMOUNT VIRGINIA W RUSSELL FAMILY LIMITED PARTNERSHIP 3,500.00 US21 INC TX CHILD SUPPORT SDU UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS EXPRESS REEL GRINDING INC BAKER & TAYLOR INC COMMUNITY ASPHALT CORP INTERNATIONAL GOLF MAINTENANCE INC AGENCY FOR HEALTH CARE ADMIN G K ENVIRONMENTAL INC GERELCOM INC ARDAMAN & ASSOCIATES INC FLORIDA SUPERIOR SAND INC DUPERON CORPORATION KRAUS ASSOCIATES INC CHEMTRADE CHEMICALS CORPORTATION SYLIVIA MILLER CATHEDRAL CORPORATION IMPERIAL IMPRINTING LLC AC VETERINARY SPECIALTY SERVICES FLORIDA BULB & BALLAST INC 520.00 163.85 45.38 71.14 65.06 6.96 386.56 69.76 29.25 73.86 20.29 137.89 76.56 21.72 42.50 6.63 29.18 45.00 44.81 36.76 33.37 19.62 41.97 226.12 38.53 82.50 81.07 41.41 87.96 9.52 20.34 74.95 167.98 51.09 336.03 48.74 35.05 44.43 71.74 59.24 23.47 58.85 3,500.00 4,412.83 864.71 990.00 142,695.91 14,000.00 2,103.69 3,680.00 722.48 944.76 22,475.00 2,862.70 667.00 889.73 255.26 482.78 6,606.45 17 TRANS NBR 395610 395611 395612 395613 395614 395615 395616 395617 395618 395619 395620 395621 395622 395623 395624 395625 395626 395627 395628 395629 395630 395631 395632 395633 395634 395635 395636 395637 395638 395639 395640 395641 395642 395643 395644 395645 395646 395647 395648 395649 395650 395651 395652 395653 395654 395655 395656 395657 395658 395659 395660 395661 395662 395663 395664 395665 395666 395667 395668 395669 DATE 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 VENDOR ENVIRONMENTAL OPERATING SOLUTION INC CORE & MAIN LP ABISCOM INC ARI PHOENIX INC EMPIRE PIPE ORLANDO LLC AMAZON CAPITAL SERVICES INC ALL RITE WATER PURIFICATION INC AMERIGAS PROPANE LP COONEY SURVEYING & MAPPING LLC AQUATIC PLANTS OF FL INC DEANGELO BROTHERS LLC INVASIVE PLANT ERADICATORS LLC BLUE GOOSE CONSTRUCTION LLC BLUE GOOSE CONSTRUCTION LLC GOMEZ BROTHERS ENTERPRISES INC PLAYCORE WISCONSIN INC DEX IMAGING LLC CONSOR ENGINEERS LLC DATA WEIGHING SYSTEMS INC THOMAS & RACHEL GERAKARIS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS AMOUNT 8,067.50 13.35 444.10 1,419.67 52,630.00 182.23 272.43 83.85 200.00 5,010.50 2,060.00 321.47 1,062.25 76,408.37 1,377.00 1,921.82 88.97 63,364.99 982.50 500.00 77.95 14.33 73.22 74.31 50.00 58.81 81.71 41.81 148.39 57.89 79.52 75.27 28.84 75.07 44.93 70.33 75.62 43.09 61.10 56.02 53.31 38.63 48.76 79.46 92.13 64.26 50.01 33.03 69.99 34.92 46.30 60.77 46.55 335.72 117.32 26.37 62.19 63.04 28.33 38.39 18 TRANS NBR 395670 395671 395672 395673 395674 395675 395676 395677 395678 395679 395680 395681 395682 395683 395684 395685 395686 395687 395688 395689 395690 395691 395692 395693 395694 395695 395696 395697 395698 395699 395700 395701 395702 395703 395704 395705 395706 395707 395708 395709 395710 395711 395712 395713 395714 395715 395716 395717 395718 395719 395720 395721 395722 395723 395724 395725 395726 395727 395728 395729 DATE 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/18/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 VENDOR UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS SSES INC VERO CHEMICAL DISTRIBUTORS INC SAFETY PRODUCTS INC TINDALE-OLIVER & ASSOCIATES INC CITY OF SEBASTIAN PUBLIC DEFENDER U S BANK NATIONAL ASSOCIATION SYNAGRO-WWT INC SOUTHERN JANITOR SUPPLY INC MASTELLER & MOLER INC WINSUPPLY OF VERO BEACH OVERDRIVE INC REPROGRAPHIC SOLUTIONS INC UNIFIRST CORPORATION COLE AUTO SUPPLY INC SSE ASSOCIATES INC TYKES & TEENS INC CALITEN LLC JORDAN POWER EQUIPMENT CORP PC SOLUTIONS & INTEGRATION INC KYOCERA DOCUMENT SOLUTIONS SOUTHEAST DESK SPINCO INC DESK SPINCO INC XGD SYSTEMS LLC STAPLES INC LOWES COMPANIES INC PEOPLEREADY INC NURSERYMENS SURE GRO CORP JEFFREY ALAN BRAUER LUMENEST LIGHTING INC OF FLORIDA PRISM RESPONSE LLC JOANN RAPS NO DRAMA PARTNERS LLC ALIREZA SHAHAMAT LEE RECH LUPITA RAMOS TEN -8 FIRE EQUIPMENT INC CHISHOLM CORP OF VERO AT&T WIRELESS DATA FLOW SYSTEMS INC GRAINGER H B S INC BAKER & TAYLOR INC BOYS & GIRLS CLUB OF INDIAN ROGER J NICOSIA CITY OF VERO BEACH CENTRAL A/C & REFRIGERATION SUPPLY INC FLORIDA POWER AND LIGHT NEW HORIZONS OF THE TREASURE COAST INDIAN RIVER FARMS WATER CNTRL DIST INDIAN RIVER COUNTY HISTORICAL THE FLORIDA BAR SOUTHERN JANITOR SUPPLY INC AMOUNT 38.56 36.30 12.58 77.52 66.26 80.83 10.31 202.50 1,774.55 768.00 1,823.88 29,392.07 5,357.93 944.69 98,534.58 461.16 5,630.00 329.94 3,363.83 24.30 577.96 218.53 4,650.00 6,712.27 36.61 262.20 45,951.80 LLC 473.35 564.30 495.44 190,984.21 158.68 1,849.74 832.00 157.64 350.00 421.80 19,566.70 18.58 99.03 34.40 149.11 79.88 329.56 3,627.50 289.37 6,058.35 802.96 155.00 938.12 7,500.00 620.00 2,175.14 272.12 29,487.79 26,657.00 200.00 3,993.75 150.00 596.81 19 TRANS NBR 395730 395731 395732 395733 395734 395735 395736 395737 395738 395739 395740 395741 395742 395743 395744 395745 395746 395747 395748 395749 395750 395751 395752 395753 395754 395755 395756 395757 395758 395759 395760 395761 395762 395763 395764 395765 395766 395767 395768 395769 395770 395771 395772 395773 395774 395775 395776 395777 395778 395779 395780 395781 395782 395783 395784 395785 395786 395787 395788 395789 DATE 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 05/21/2020 VENDOR AMOUNT DAVID SILON 99.00 C W NIELSEN MFG CORP 264.40 CONSOLIDATED ELECTRICAL DISTRIBUTORS INC 6.62 TIFFANY JOHNSON 111.83 BENNETT FIRE PRODUCTS CO INC 64,989.00 ATLANTIC COASTAL LAND TITLE CO LLC 85.00 OVERDRIVE INC 541.18 TREASURE COAST TURF INC 69.86 PENGUIN RANDOM HOUSE LLC 21.75 C E R SIGNATURE CLEANING 1,000.00 BSN SPORTS INC 2,019.16 MASCHMEYER CONCRETE COMPANY OF FLORIDA 889.02 THE TRANSIT GROUP INC 8,384.11 UNIFIRST CORPORATION 214.11 CDA SOLUTIONS INC 494.23 SITEONE LANDSCAPE SUPPLY HOLDINGS LLC 162.14 MATHESON TRI -GAS INC 4,126.65 STUART RUBBER STAMP & SIGN CO INC 82.99 CORE & MAIN LP 11,394.97 ACTION RENTALS VRB LLC 621.32 AMAZON CAPITAL SERVICES INC 335.94 PATRICHA POWELL 74.55 METROPOLITAN COMMUNICATION SERVICES INC 308.75 JORDAN POWER EQUIPMENT CORP 369.69 MULLINAX FORD OF VERO BEACH 727.84 LEMMON LINES LLC 975.00 KYOCERA DOCUMENT SOLUTIONS SOUTHEAST LLC 239.14 XGD SYSTEMS LLC BLUE GOOSE CONSTRUCTION LLC LOWES COMPANIES INC SEWER EQUIPMENT CO OF AMERICA FLASHPOINT INDUSTRIES LLC KATHLEEN BRACK FIVE STAR FENCE CO ALLSION DELBI JAMES W MILLS JOHN KRUDER CHARLES TUREK UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS UTIL REFUNDS 109,740.20 901.94 1,651.51 67,053.50 500.00 132.23 75.00 42.60 11,357.16 27.63 13.86 63.01 41.33 19.84 46.97 45.78 39.96 30.93 3.10 42.62 44.12 6.78 111.75 120.87 38.99 23.15 41.66 5.86 62.05 67.52 76.96 81.08 40.44 20 TRANS NBR DATE VENDOR AMOUNT 395790 05/21/2020 UTIL REFUNDS 52.84 395791 05/21/2020 UTIL REFUNDS 2,556.84 395792 05/21/2020 UTIL REFUNDS 30.34 395793 05/21/2020 UTIL REFUNDS 49.64 395794 05/21/2020 UTIL REFUNDS 25.12 395795 05/21/2020 UTIL REFUNDS 62.60 395796 05/21/2020 UTIL REFUNDS 15.51 395797 05/21/2020 UTIL REFUNDS 75.00 395798 05/21/2020 UTIL REFUNDS 33.65 395799 05/21/2020 UTIL REFUNDS 60.78 395800 05/21/2020 UTIL REFUNDS 85.25 395801 05/21/2020 UTIL REFUNDS 86.23 395802 05/21/2020 UTIL REFUNDS 43.58 395803 05/21/2020 UTIL REFUNDS 59.34 395804 05/21/2020 UTIL REFUNDS 91.95 395805 05/21/2020 UTIL REFUNDS 6.08 395806 05/21/2020 UTIL REFUNDS 23.99 395807 05/21/2020 UTIL REFUNDS 32.22 395808 05/21/2020 UTIL REFUNDS 32.43 395809 05/21/2020 UTIL REFUNDS 46.29 395810 05/21/2020 UTIL REFUNDS 18.42 395811 05/21/2020 UTIL REFUNDS 86.04 395812 05/21/2020 UTIL REFUNDS 92.25 395813 05/21/2020 UTIL REFUNDS 45.74 395814 05/21/2020 UTIL REFUNDS 43.01 395815 05/21/2020 UTIL REFUNDS 60.74 395816 05/21/2020 UTIL REFUNDS 74.19 395817 05/21/2020 UTIL REFUNDS 11.51 395818 05/21/2020 UTIL REFUNDS 27.95 395819 05/21/2020 UTIL REFUNDS 39.38 395820 05/21/2020 UTIL REFUNDS 18.69 395821 05/21/2020 UTIL REFUNDS 53.65 395822 05/21/2020 UTIL REFUNDS 43.53 395823 05/21/2020 UTIL REFUNDS 38.39 395824 05/21/2020 UTIL REFUNDS 57.28 395825 05/21/2020 UTIL REFUNDS 72.47 Grand Total: 2,011,880.49 21 RENTAL ASSISTANCE CHECKS WRITTEN TRANS NBR DATE VENDOR AMOUNT 900523 05/19/2020 CELICO PARTNERSHIP 6.28 Grand Total: 6.28 22 TRANS. NBR 1016633 1016634 1016635 1016636 1016637 1016638 1016639 1016640 1016641 1016642 1016643 1016644 1016645 1016646 1016647 1016648 1016649 1016650 1016651 1016652 Grand Total: ELECTRONIC PAYMENT - VISA CARD DATE 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/19/2020 05/21/2020 VENDOR COMCAST COLD AIR DISTRIBUTORS WAREHOUSE INDIAN RIVER OXYGEN INC GROVE WELDERS INC APPLE MACHINE & SUPPLY CO COMO OIL COMPANY OF FLORIDA CUMMINS INC SIMS CRANE & EQUIPMENT CO STAT MEDICAL DISPOSAL INC HYDRA SERVICE (S) INC NEXAIR LLC EFE INC PACE ANALYTICAL SERVICES LLC PARKS RENTAL & SALES INC NORTH SOUTH SUPPLY INC AT&T CORP OFFICE DEPOT INC COMCAST WASTE MANAGEMENT INC OF FLORIDA COMCAST AMOUNT 139.90 1,142.53 92.50 253.90 118.00 64.00 1,917.93 674.10 500.00 11,800.00 55.00 171.32 4,441.50 803.00 30.76 6,125.47 1,009.99 276.80 494.73 156.85 30,268.28 23 TRANS NBR 7671 7672 7673 7674 7675 7676 7677 7678 7679 7680 7681 7682 7683 7684 7685 7686 Grand Total: ELECTRONIC PAYMENTS - WIRE & ACH DATE 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/15/2020 05/18/2020 05/20/2020 05/21/2020 05/21/2020 05/21/2020 VENDOR AMOUNT KIMLEY HORN & ASSOC INC 12,279.00 IRC FIRE FIGHTERS ASSOC 9,468.32 FL SDU 5,502.85 BLUE CROSS & BLUE SHIELD OF FLORIDA INC 10,815.00 SCHOOL DISTRICT OF I R COUNTY 84,774.00 MUTUAL OF OMAHA 2,356.20 NATIONWIDE SOLUTIONS RETIREMENT INC 7,346.64 NATIONWIDE SOLUTIONS RETIREMENT INC 74,828.14 TOTAL ADMINISTRATIVE SERVICES CORP 12,910.61 NATIONAL METERING SERVICES INC 45,626.40 MOLOLAMKEN LLP 100,000.00 IRS -PAYROLL TAXES 469,033.02 SAVE ON SP LLC 7,511.75 INDIAN RIVER COUNTY SHERIFF 554.95 IRC CHAMBER OF COMMERCE 14,840.15 IRC CHAMBER OF COMMERCE 22,954.38 880,801.41 24 INDIAN RIVER COUNTY, FLORIDA MEMORANDUM TO: Jason E. Brown; County Administrator THROUGH: Phillip J. Matson, AICP; Community Development Director FROM: Brian Freeman, AICP; MPO Staff Director DATE: May 22, 2020 SUBJECT: Approval of a Public Transportation Grant Agreement (PTGA) with the Florida Department of Transportation (FDOT) for a Service Development Grant It is requested that the information herein presented be given formal consideration by the Board of County Commissioners at its regular meeting of June 2, 2020. DESCRIPTION & CONDITIONS For the past several years, Indian. River County has applied for and received mass transit operating assistance from the Florida Department of Transportation (FDOT). Those FDOT funds, combined with local funds, serve as the required match towards federal transit operating assistance received under 49 USC Ch. 53, Section 5307 (also known as the Urbanized Area Formula Grant program). Those local, state and federal funds are then passed through to the Senior Resource Association (SRA), Indian River County's designated transit service provider. SRA operates the GoLine (fixed route) and the Community Coach (demand response) transit services. In September of 2018, the Metropolitan Planning Organization (MPO) approved the 2018 Transit Development Plan Major Update. To address some of the increasing costs associated with door-to- door service for ADA clients, the TDP recommended that the County modify the eligibility and certification process for ADA passengers, modify service hours for Goline Route 11, and make other minor system changes. In March of 2019, FDOT awarded the County with a Service Development grant in the amount of $450,000 to implement some of the TDP recommendations for ADA door-to-door service. That grant runs through August 31, 2020. At this time, FDOT is providing the County with an additional $450,000 in funding through May 31, 2022 to maintain the TDP -recommended service modifications. With the additional funding, FDOT's total participation will increase to $900,000 towards the TDP recommendations. To receive the new Service Development Grant funds, the County must enter into a Public Transportation 25 Grant Agreement (PTGA) with FDOT, a copy of which is attached to this staff report (Attachment #2). As is the case with FDOT's Public Transportation Block Grant program, this grant has a 50% local match requirement. Matching funds are available in the County's normal transit allocation. Like the Block Grant, both the local contribution and the FDOT funds can be combined as a local/state match towards federal operating assistance through the federal Section 5307 program, which is the county's largest funding source for transit. ANALYSIS As with the FTA Section 5307 grant program, only public agencies may be designated recipients of Service Development Grant funds, although the funds may be passed through to a nonprofit provider. Under these restrictions, SRA has requested that the Board of County Commissioners apply for state Service Development Grant funds on its behalf. The attached Public Transportation Grant Agreement (PTGA) is an agreement between FDOT and Indian River County specifying the requirements which the County must meet in order to receive Service Development Grant funds. In this case, the funds are to be used to implement ADA passenger eligibility and certification modifications and to convert Route 11 to an "express route". FUNDING For the County's 50% local match, funding in the amount of $450,000 will be budgeted and available through FY 21/22 in the General Fund /Community Transportation Coordinator/SRA, Acct# 0011041-088230-54001. Funding for this expenditure is part of the allocation given to the Senior Resource Association to provide transit service in the county. RECOMMENDATION Staff recommends that the Board of County Commissioners approve the Public Transportation Grant Agreement and adopt the proposed resolution authorizing the Chairman to sign the agreement. ATTACHMENTS 1. Authorizing Resolution for the Execution of a Public Transportation Grant Agreement 2. FDOT Public Transportation Grant Agreement 3. Grant Budget Form 26 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY AUTHORIZING THE EXECUTION OF A PUBLIC TRANSPORTATION GRANT AGREEMENT WITH THE FLORIDA DEPARTMENT OF TRANSPORTATION. WHEREAS, Indian River County has applied for and been allocated state mass transit operating assistance under FDOT Procedure number 725-030-005, also known as the Service Development Grant Program; and WHEREAS, Indian River County, as the designated recipient of federal and state public transportation funding, must be the recipient of those funds on behalf of the Senior Resource Association, Inc.; and WHEREAS, Indian River County is eligible to receive grant funding under Section 341.051, Florida Statutes, and under 49 USC Ch. 53, Section 5307 and 49 USC 1614; and WHEREAS, the Florida Department of Transportation provides Service Development Grant funds to Indian River County to assist in the implementation of service modifications recommended by the 2018 Transit Development Plan major update. NOW, THEREFORE, BE IT RESOLVED BY THE INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS: 1. That the Chairman of the Indian River County Board of County Commissioners is authorized to execute a Public Transportation Grant Agreement with the Florida Department of Transportation to obtain $450,000 in FY 2019/20 state Service Development Grant funds for operating assistance as part of the County's ongoing public transportation service. 2. That the Indian River County Community Development Director or his designee is authorized to furnish such additional information as the Florida Department of Transportation may require in connection with the County's Service Development Grant. THIS RESOLUTION was moved for adoption by , and the motion was seconded by , and, upon being put to a vote, the vote was as follows: Chairman Susan Adams Vice -Chairman Joseph E. Flescher Commissioner Peter D. O'Bryan Commissioner Bob Solari Commissioner Tim Zorc 27 The Chairperson thereupon declared the resolution duly passed and adopted this 2nd day of June , 2020. BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA By: Susan Adams, Chairman Attest: Jeffrey R. Smith, Clerk of Court and Comptroller By: Deputy Clerk I HEREBY CERTIFY that on this day, before me, an officer duly authorized in this State and County to take acknowledgments, personally appeared Susan Adams, as Chairman of the Board of County Commissioners, and , as Deputy Clerk, to me known to be the persons described in and who executed the foregoing instrument and they acknowledged before me that they executed the same. WITNESS my hand and official seal in the County and State last aforesaid this 2nd day of June , 2020. APPROVED AS TO LEGAL SUFFICIENCY BY: Dylan Reingold, County Attorney Notary Public SEAL: APPROVED AS TO COMMUNITY DEVELOPMENT MATTERS BY: Phillip J. Matson, AICP, Director Community Development Department 28 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 02/20 Financial Project Number(s): (item -segment -phase -sequence) Fund(s): DPTO FLAIR Category: 088774 443922-1-84-01 Work Activity Code/Function: 215 Object Code: 751000 Federal Number/Federal Award Org. Code: 55042010429 Identification Number (FAIN) — Transit only: Vendor Number: VF596000674029 Contract Number: Federal Award Date: CFDA Number: N/A Agency DUNS Number: 79208989 CFDA Title: N/A CSFA Number: 55.012 CSFA Title: Public Transit Service Development Program THIS PUBLIC TRANSPORTATION GRANT AGREEMENT ("Agreement") is entered into , by and between the State of Florida, Department of Transportation, ("Department"), and Indian River County Board of County Commissioners, ("Agency'). The Department and the Agency are sometimes referred to in this Agreement as a "Party" and collectively as the "Parties." NOW, THEREFORE, in consideration of the mutual benefits to be derived from joint participation on the Project, the Parties agree to the following: 1. Authority. The Agency, by Resolution or other form of official authorization, a copy of which is attached as Exhibit "D", Agency Resolution and made a part of this Agreement, has authorized its officers to execute this Agreement on its behalf. The Department has the authority pursuant to Section(s) 341.051, Florida Statutes, to enter into this Agreement. 2. Purpose of Agreement. The purpose of this Agreement is to provide for the Department's participation in the provision of operating funds for a paratransit transition pilot , as further described in Exhibit "A", Project Description and Responsibilities, attached and incorporated into this Agreement ("Project"), to provide Department financial assistance to the Agency, state the terms and conditions upon which Department funds will be provided, and to set forth the manner in which the Project will be undertaken and completed. 3. Program Area. For identification purposes only, this Agreement is implemented as part of the Department program area selected below (select all programs that apply): _ Aviation _ Seaports X_ Transit _ Intermodal Rail Crossing Closure Match to Direct Federal Funding (Aviation or Transit) (Note: Section 15 and Exhibit G do not apply to federally matched funding) Other 4. Exhibits. The following Exhibits are attached and incorporated into this Agreement: X Exhibit A: Project Description and Responsibilities X Exhibit B: Schedule of Financial Assistance _ *Exhibit B1: Deferred Reimbursement Financial Provisions *Exhibit B2: Advance Payment Financial Provisions _ *Exhibit C: Terms and Conditions of Construction X Exhibit D: Agency Resolution Exhibit E: Program Specific Terms and Conditions X Exhibit F: Contract Payment Requirements X *Exhibit G: Audit Requirements for Awards of State Financial Assistance *Exhibit H: Audit Requirements for Awards of Federal Financial Assistance 29 GRANT AGREEMENT DEVELOPMENT OGC 02120 • *Additional Exhibit(s): *Indicates that the Exhibit is only attached and incorporated if applicable box is selected. 5. Time. Unless specified otherwise, all references to "days" within this Agreement refer to calendar days. 6. Term of Agreement. This Agreement shall commence upon full execution by both Parties ("Effective Date") and continue through May 31, 2022. If the Agency does not complete the Project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement will be considered termination of the Project. The cost of any work performed prior to the Effective Date or after the expiration date of this Agreement will not be reimbursed by the Department. a. _ If this box is checked the following provision applies: Unless terminated earlier, work on the Project shall commence no later than the _ day of or within _ days of the issuance of the Notice to Proceed for the construction phase of the Project (if the Project involves construction), whichever date is earlier. The Department shall have the option to immediately terminate this Agreement should the Agency fail to meet the above -required dates. 7. Amendments, Extensions, and Assignment. This Agreement may be amended or extended upon mutual written agreement of the Parties. This Agreement shall not be renewed. This Agreement shall not be assigned, transferred, or otherwise encumbered by the Agency under any circumstances without the prior written consent of the Department. 8. Termination or Suspension of Project. The Department may, by written notice to the Agency, suspend any or all of the Department's obligations under this Agreement for the Agency's failure to comply with applicable law or the terms of this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected. a. Notwithstanding any other provision of this Agreement, if the Department intends to terminate the Agreement, the Department shall notify the Agency of such termination in writing at least thirty (30) days prior to the termination of the Agreement, with instructions to the effective date of termination or specify the stage of work at which the Agreement is to be terminated. b. The Parties to this Agreement may terminate this Agreement when its continuation would not produce beneficial results commensurate with the further expenditure of funds. In this event, the Parties shall agree upon the termination conditions. c. If the Agreement is terminated before performance is completed, the Agency shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed the equivalent percentage of the Department's maximum financial assistance. If any portion of the Project is located on the Department's right-of-way, then all work in progress on the Department right-of-way will become the property of the Department and will be turned over promptly by the Agency. d. In the event the Agency fails to perform or honor the requirements and provisions of this Agreement, the Agency shall promptly refund in full to the Department within thirty (30) days of the termination of the Agreement any funds that were determined by the Department to have been expended in violation of the Agreement. e. The Department reserves the right to unilaterally cancel this Agreement for failure by the Agency to comply with the Public Records provisions of Chapter 119, Florida Statutes. 9. Project Cost: 30 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 a. The estimated total cost of the Project is $900,000. This amount is based upon Exhibit "B", Schedule of Financial Assistance. The timeline for deliverables and distribution of estimated amounts between deliverables within a grant phase, as outlined in Exhibit "B", Schedule of Financial Assistance, may be modified by mutual written agreement of the Parties and does not require execution of an Amendment to the Public Transportation Grant Agreement. The timeline for deliverables and distribution of estimated amounts between grant phases requires an amendment executed by both Parties in the same form as this Agreement. b. The Department agrees to participate in the Project cost up to the maximum amount of $450,000 and, the Department's participation in the Project shall not exceed 50.00% of the total eligible cost of the Project, and as more fully described in Exhibit "B", Schedule of Financial Assistance. The Agency agrees to bear all expenses in excess of the amount of the Department's participation and any cost overruns or deficits involved. 10. Compensation and Payment: a. Eligible Cost. The Department shall reimburse the Agency for allowable costs incurred as described in Exhibit "A", Project Description and Responsibilities, and as set forth in Exhibit "B", Schedule of Financial Assistance. b. Deliverables. The Agency shall provide quantifiable, measurable, and verifiable units of deliverables. Each deliverable must specify the required minimum level of service to be performed and the criteria for evaluating successful completion. The Project and the quantifiable, measurable, and verifiable units of deliverables are described more fully in Exhibit "A", Project Description and Responsibilities. Modifications to the deliverables in Exhibit "A", Project Description and Responsibilities requires a formal written amendment. c. Invoicing. Invoices shall be submitted no more often than monthly by the Agency in detail sufficient for a proper pre -audit and post -audit, based on the quantifiable, measurable, and verifiable deliverables as established in Exhibit "A", Project Description and Responsibilities. Deliverables and costs incurred must be received and approved by the Department prior to reimbursement. Requests for reimbursement by the Agency shall include an invoice, progress report, and supporting documentation for the deliverables being billed that are acceptable to the Department. The Agency shall use the format for the invoice and progress report that is approved by the Department. d. Supporting Documentation. Supporting documentation must establish that the deliverables were received and accepted in writing by the Agency and must also establish that the required minimum standards or level of service to be performed based on the criteria for evaluating successful completion as specified in Exhibit "A", Project Description and Responsibilities has been met. All costs invoiced shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of charges as described in Exhibit "F", Contract Payment Requirements. e. Travel Expenses. The selected provision below is controlling regarding travel expenses: Travel expenses are NOT eligible for reimbursement under this Agreement. X Travel expenses ARE eligible for reimbursement under this Agreement. Bills for travel expenses specifically authorized in this Agreement shall be submitted on the Department's Contractor Travel Form No. 300-000-06 and will be paid in accordance with Section 112.061, Florida Statutes, and the most current version of the Department's Disbursement Handbook for Employees and Managers. 31 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 f. Financial Consequences. Payment shall be made only after receipt and approval of deliverables and costs incurred unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes, or the Department's Comptroller under Section 334.044(29), Florida Statutes. If the Department determines that the performance of the Agency is unsatisfactory, the Department shall notify the Agency of the deficiency to be corrected, which correction shall be made within a time- frame to be specified by the Department. The Agency shall, within thirty (30) days after notice from the Department, provide the Department with a corrective action plan describing how the Agency will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non- compliance. If the corrective action plan is unacceptable to the Department, the Agency will not be reimbursed. If the deficiency is subsequently resolved, the Agency may bill the Department for the amount that was previously not reimbursed during the next billing period. If the Agency is unable to resolve the deficiency, the funds shall be forfeited at the end of the Agreement's term. g. Invoice Processing. An Agency receiving financial assistance from the Department should be aware of the following time frames. Inspection or verification and approval of deliverables shall take no longer than 20 days from the Department's receipt of the invoice. The Department has 20 days to deliver a request for payment (voucher) to the Department of Financial Services. The 20 days are measured from the latter of the date the invoice is received or the deliverables are received, inspected or verified, and approved. If a payment is not available within 40 days, a separate interest penalty at a rate as established pursuant to Section 55.03(1), Florida Statutes, will be due and payable, in addition to the invoice amount, to the Agency. Interest penalties of less than one (1) dollar will not be enforced unless the Agency requests payment. Invoices that have to be returned to an Agency because of Agency preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Agency who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516. h. Records Retention. The Agency shall maintain an accounting system or separate accounts to ensure funds and projects are tracked separately. Records of costs incurred under the terms of this Agreement shall be maintained and made available upon request to the Department at all times during the period of this Agreement and for five years after final payment is made. Copies of these records shall be furnished to the Department upon request. Records of costs incurred include the Agency's general accounting records and the Project records, together with supporting documents and records, of the Contractor and all subcontractors performing work on the Project, and all other records of the Contractor and subcontractors considered necessary by the Department for a proper audit of costs. i. Progress Reports. Upon request, the Agency agrees to provide progress reports to the Department in the standard format used by the Department and at intervals established by the Department. The Department will be entitled at all times to be advised, at its request, as to the status of the Project and of details thereof. J• Submission of Other Documents. The Agency shall submit to the Department such data, reports, records, contracts, and other documents relating to the Project as the Department may require as listed in Exhibit "E", Program Specific Terms and Conditions attached to and incorporated into this Agreement. 32 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 k. Offsets for Claims. If, after Project completion, any claim is made by the Department resulting from an audit or for work or services performed pursuant to this Agreement, the Department may offset such amount from payments due for work or services done under any agreement that it has with the Agency owing such amount if, upon written demand, payment of the amount is not made within 60 days to the Department. Offsetting any amount pursuant to this paragraph shall not be considered a breach of contract by the Department. I. Final Invoice. The Agency must submit the final invoice on the Project to the Department within 120 days after the completion of the Project. Invoices submitted after the 120 -day time period may not be paid. m. Department's Performance and Payment Contingent Upon Annual Appropriation by the Legislature. The Department's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. If the Department's funding for this Project is in multiple fiscal years, a notice of availability of funds from the Department's project manager must be received prior to costs being incurred by the Agency. See Exhibit "B", Schedule of Financial Assistance for funding levels by fiscal year. Project costs utilizing any fiscal year funds are not eligible for reimbursement if incurred prior to funds approval being received. The Department will notify the Agency, in writing, when funds are available. n. Limits on Contracts Exceeding $25,000 and Term more than 1 Year. In the event this Agreement is in excess of $25,000 and has a term for a period of more than one year, the provisions of Section 339.135(6)(a), Florida Statutes, are hereby incorporated: "The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding 1 year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years; and this paragraph shall be incorporated verbatim in all contracts of the Department which are for an amount in excess of $25,000 and which have a term for a period of more than 1 year." o. Agency Obligation to Refund Department. Any Project funds made available by the Department pursuant to this Agreement that are determined by the Department to have been expended by the Agency in violation of this Agreement or any other applicable law or regulation shall be promptly refunded in full to the Department. Acceptance by the Department of any documentation or certifications, mandatory or otherwise permitted, that the Agency files shall not constitute a waiver of the Department's rights as the funding agency to verify all information at a later date by audit or investigation. P. Non -Eligible Costs. In determining the amount of the payment, the Department will exclude all Project costs incurred by the Agency prior to the execution of this Agreement, costs incurred after the expiration of the Agreement, costs that are not provided for in Exhibit "A", Project Description and Responsibilities, and as set forth in Exhibit "B", Schedule of Financial Assistance, costs agreed to be borne by the Agency or its contractors and subcontractors for not meeting the Project commencement and final invoice time lines, and costs attributable to goods or services received under a contract or other arrangement that has not been approved 33 GRANT AGREEMENT DEVELOPMENT OGC 02/20 in writing by the Department. Specific unallowable costs may be listed in Exhibit "A", Project Description and Responsibilities. 11. General Requirements. The Agency shall complete the Project with all practical dispatch in a sound, economical, and efficient manner, and in accordance with the provisions in this Agreement and all applicable laws. a. Necessary Permits Certification. The Agency shall certify to the Department that the Agency's design consultant and/or construction contractor has secured the necessary permits. b. Right -of -Way Certification. If the Project involves construction, then the Agency shall provide to the Department certification and a copy of appropriate documentation substantiating that all required right-of-way necessary for the Project has been obtained. Certification is required prior to authorization for advertisement for or solicitation of bids for construction of the Project, even if no right-of-way is required. c. Notification Requirements When Performing Construction on Department's Right -of - Way. In the event the cost of the Project is greater than $250,000.00, and the Project involves construction on the Department's right-of-way, the Agency shall provide the Department with written notification of either its intent to: i. Require the construction work of the Project that is on the Department's right-of-way to be performed by a Department prequalified contractor, or ii. Construct the Project utilizing existing Agency employees, if the Agency can complete said Project within the time frame set forth in this Agreement. d. _ If this box is checked, then the Agency is permitted to utilize its own forces and the following provision applies: Use of Agency Workforce. In the event the Agency proceeds with any phase of the Project utilizing its own forces, the Agency will only be reimbursed for direct costs (this excludes general overhead). e. X If this box is checked, then the Agency is permitted to utilize Indirect Costs: Reimbursement for Indirect Program Expenses (select one): i. X Agency has selected to seek reimbursement from the Department for actual indirect expenses (no rate). ii. _ Agency has selected to apply a de minimus rate of 10% to modified total direct costs. Note: The de minimus rate is available only to entities that have never had a negotiated indirect cost rate. When selected, the de minimus rate must be used consistently for all federal awards until such time the agency chooses to negotiate a rate. A cost policy statement and de minimis certification form must be submitted to the Department for review and approval. iii. _ Agency has selected to apply a state or federally approved indirect cost rate. A federally approved rate agreement or indirect cost allocation plan (ICAP) must be submitted annually. f. Agency Compliance with Laws, Rules, and Regulations, Guidelines, and Standards. The Agency shall comply and require its contractors and subcontractors to comply with all terms and conditions of this Agreement and all federal, state, and local laws and regulations applicable to this Project. g. Claims and Requests for Additional Work. The Agency shall have the sole responsibility for resolving claims and requests for additional work for the Project. The Agency will make 34 GRANT AGREEMENT DEVELOPMENT OGC 02/20 best efforts to obtain the Department's input in its decisions. The Department is not obligated to reimburse for claims or requests for additional work. 12. Contracts of the Agency: a. Approval of Third Party Contracts. The Department specifically reserves the right to review and approve any and all third party contracts with respect to the Project before the Agency executes or obligates itself in any manner requiring the disbursement of Department funds, including consultant and purchase of commodities contracts, or amendments thereto. If the Department chooses to review and approve third party contracts for this Project and the Agency fails to obtain such approval, that shall be sufficient cause for nonpayment by the Department. The Department specifically reserves unto itself the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of the same. If Federal Transit Administration (FTA) funds are used in the Project, the Department must exercise the right to third party contract review. b. Procurement of Commodities or Contractual Services. It is understood and agreed by the Parties hereto that participation by the Department in a project with the Agency, where said project involves the purchase of commodities or contractual services where purchases or costs exceed the Threshold Amount for CATEGORY TWO per Section 287.017, Florida Statutes, is contingent on the Agency complying in full with the provisions of Section 287.057, Florida Statutes. The Agency's Authorized Official shall certify to the Department that the Agency's purchase of commodities or contractual services has been accomplished in compliance with Section 287.057, Florida Statutes. It shall be the sole responsibility of the Agency to ensure that any obligations made in accordance with this Section comply with the current threshold limits. Contracts, purchase orders, task orders, construction change orders, or any other agreement that would result in exceeding the current budget contained in Exhibit "B", Schedule of Financial Assistance, or that is not consistent with the Project description and scope of services contained in Exhibit "A", Project Description and Responsibilities must be approved by the Department prior to Agency execution. Failure to obtain such approval, and subsequent execution of an amendment to the Agreement if required, shall be sufficient cause for nonpayment by the Department, in accordance with this Agreement. c. Consultants' Competitive Negotiation Act. It is understood and agreed by the Parties to this Agreement that participation by the Department in a project with the Agency, where said project involves a consultant contract for professional services, is contingent on the Agency's full compliance with provisions of Section 287.055, Florida Statutes, Consultants' Competitive Negotiation Act. In all cases, the Agency's Authorized Official shall certify to the Department that selection has been accomplished in compliance with the Consultants' Competitive Negotiation Act. d. Disadvantaged Business Enterprise (DBE) Policy and Obligation. It is the policy of the Department that DBEs, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with Department funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The Agency and its contractors agree to ensure that DBEs have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBEs have the opportunity to compete for and perform contracts. The Agency and its contractors and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. 13. Maintenance Obligations. In the event the Project includes construction or the acquisition of commodities then the following provisions are incorporated into this Agreement: 35 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 a. The Agency agrees to accept all future maintenance and other attendant costs occurring after completion of the Project for all improvements constructed or commodities acquired as part of the Project. The terms of this provision shall survive the termination of this Agreement. 14. Sale, Transfer, or Disposal of Department -funded Property: a. The Agency will not sell or otherwise transfer or dispose of any part of its title or other interests in real property, facilities, or equipment funded in any part by the Department under this Agreement without prior written approval by the Department. b. If a sale, transfer, or disposal by the Agency of all or a portion of Department -funded real property, facilities, or equipment is approved by the Department, the following provisions will apply: i. The Agency shall reimburse the Department a proportional amount of the proceeds of the sale of any Department -funded property. ii. The proportional amount shall be determined on the basis of the ratio of the Department funding of the development or acquisition of the property multiplied against the sale amount, and shall be remitted to the Department within ninety (90) days of closing of sale. iii. Sale of property developed or acquired with Department funds shall be at market value as determined by appraisal or public bidding process, and the contract and process for sale must be approved in advance by the Department. iv. If any portion of the proceeds from the sale to the Agency are non-cash considerations, reimbursement to the Department shall include a proportional amount based on the value of the non-cash considerations. c. The terms of provisions "a" and "b" above shall survive the termination of this Agreement. i. The terms shall remain in full force and effect throughout the useful life of facilities developed, equipment acquired, or Project items installed within a facility, but shall not exceed twenty (20) years from the effective date of this Agreement. ii. There shall be no limit on the duration of the terms with respect to real property acquired with Department funds. 15. Single Audit. The administration of Federal or State resources awarded through the Department to the Agency by this Agreement may be subject to audits and/or monitoring by the Department. The following requirements do not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of Federal awards or State financial assistance or limit the authority of any state agency inspector general, the State of Florida Auditor General, or any other state official. The Agency shall comply with all audit and audit reporting requirements as specified below. Federal Funded: a. In addition to reviews of audits conducted in accordance with 2 CFR Part 200, Subpart F — Audit Requirements, monitoring procedures may include but not be limited to on-site visits by Department staff and/or other procedures, including reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to Federal awards provided through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any 36 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 inspections, reviews, investigations, or audits deemed necessary by the Department, State of Florida Chief Financial Officer (CFO), or State of Florida Auditor General. b. The Agency, a non -Federal entity as defined by 2 CFR Part 200, Subpart F — Audit Requirements, as a subrecipient of a Federal award awarded by the Department through this Agreement, is subject to the following requirements: i. In the event the Agency expends a total amount of Federal awards equal to or in excess of the threshold established by 2 CFR Part 200, Subpart F — Audit Requirements, the Agency must have a Federal single or program -specific audit conducted for such fiscal year in accordance with the provisions of 2 CFR Part 200, Subpart F — Audit Requirements. Exhibit "H", Audit Requirements for. Awards of Federal Financial Assistance, to this Agreement provides the required Federal award identification information needed by the Agency to further comply with the requirements of 2 CFR Part 200, Subpart F — Audit Requirements. In determining Federal awards expended in a fiscal year, the Agency must consider all sources of Federal awards based on when the activity related to the Federal award occurs, including the Federal award provided through the Department by this Agreement. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by 2 CFR Part 200, Subpart F — Audit Requirements. An audit conducted by the State of Florida Auditor General in accordance with the provisions of 2 CFR Part 200, Subpart F — Audit Requirements, will meet the requirements of this part. ii. In connection with the audit requirements, the Agency shall fulfill the requirements relative to the auditee responsibilities as provided in 2 CFR Part 200, Subpart F — Audit Requirements. iii. In the event the Agency expends less than the threshold established by 2 CFR Part 200, Subpart F — Audit Requirements, in Federal awards, the Agency is exempt from Federal audit requirements for that fiscal year. However, the Agency must provide a single audit exemption statement to the Department at FDOTSingleAuditna dot.state.fl.us no later than nine months after the end of the Agency's audit period for each applicable audit year. In the event the Agency expends less than the threshold established by 2 CFR Part 200, Subpart F — Audit Requirements, in Federal awards in a fiscal year and elects to have an audit conducted in accordance with the provisions of 2 CFR Part 200, Subpart F — Audit Requirements, the cost of the audit must be paid from non -Federal resources (i.e., the cost of such an audit must be paid from the Agency's resources obtained from other than Federal entities). iv. The Agency must electronically submit to the Federal Audit Clearinghouse (FAC) at httos://harvester.census.00v/facweb/ the audit reporting package as required by 2 CFR Part 200, Subpart F — Audit Requirements, within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period. The FAC is the repository of record for audits required by 2 CFR Part 200, Subpart F — Audit Requirements. However, the Department requires a copy of the audit reporting package also be submitted to FDOTSingleAuditna,dot.state.fl.us within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period as required by 2 CFR Part 200, Subpart F Audit Requirements. v. Within six months of acceptance of the audit report by the FAC, the Department will review the Agency's audit reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the Federal award provided through the Department by this Agreement. If the Agency fails to have an 37 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 audit conducted in accordance with 2 CFR Part 200, Subpart F — Audit Requirements, the Department may impose additional conditions to remedy noncompliance. If the Department determines that noncompliance cannot be remedied by imposing additional conditions, the Department may take appropriate actions to enforce compliance, which actions may include but not be limited to the following: 1. Temporarily withhold cash payments pending correction of the deficiency by the Agency or more severe enforcement action by the Department; 2. Disallow (deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance; 3. Wholly or partly suspend or terminate the Federal award; 4. Initiate suspension or debarment proceedings as authorized under 2 C.F.R. Part 180 and Federal awarding agency regulations (or in the case of the Department, recommend such a proceeding be initiated by the Federal awarding agency); 5. Withhold further Federal awards for the Project or program; 6. Take other remedies that may be legally available. vi. As a condition of receiving this Federal award, the Agency shall permit the Department or its designee, the CFO, or State of Florida Auditor General access to the Agency's records, including financial statements, the independent auditor's working papers, and project records as necessary. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is complete or the dispute is resolved. vii. The Department's contact information for requirements under this part is as follows: Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0450 FDOTSingleAudit(a dot.state.fl.us State Funded: a. In addition to reviews of audits conducted in accordance with Section 215.97, Florida Statutes, monitoring procedures to monitor the Agency's use of state financial assistance may include but not be limited to on-site visits by Department staff and/or other procedures, including reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to state financial assistance awarded through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, the Department of Financial Services (DFS), or State of Florida Auditor General. b. The Agency, a "nonstate entity" as defined by Section 215.97, Florida Statutes, as,a recipient of state financial assistance awarded by the Department through this Agreement, is subject to the following requirements: In the event the Agency meets the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency must have a State single or project - specific audit conducted for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. Exhibit "G", Audit Requirements for Awards of State Financial Assistance, to this Agreement indicates state financial 38 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 assistance awarded through the Department by this Agreement needed by the Agency to further comply with the requirements of Section 215.97, Florida Statutes. In determining the state financial assistance expended in a fiscal year, the Agency shall consider all sources of state financial assistance, including state financial assistance received from the Department by this Agreement, other state agencies, and other nonstate entities. State financial assistance does not. include Federal direct or pass-through awards and resources received by a nonstate entity for Federal program matching requirements. ii. In connection with the audit requirements, the Agency shall ensure that the audit complies with the requirements of Section 215.97(8), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(e), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. iii. In the event the Agency does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency is exempt for such fiscal year from the state single audit requirements of Section 215.97, Florida Statutes. However, the Agency must provide a single audit exemption statement to the Department at FDOTSinoleAudit(a dot.state.fl.us no later than nine months after the end of the Agency's audit period for each applicable audit year. In the event the Agency does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, in a fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from the Agency's resources (i.e., the cost of such an audit must be paid from the Agency's resources obtained from other than State entities). iv. In accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, copies of financial reporting packages required by this Agreement shall be submitted to: Florida Department of Transportation Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0405 FDOTSingleAudit(a..dot.state.fl.us And State of Florida Auditor General Local Government Audits/342 111 West Madison Street, Room 401 Tallahassee, FL 32399-1450 Email: flaudgen localoovt(aud.state.fl.us v. Any copies of financial reporting packages, reports, or other information required to be submitted to the Department shall be submitted timely in accordance with Section 215.97, Florida Statutes, and Chapters 10.550 (local govemmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable. vi. The Agency, when submitting financial reporting packages to the Department for audits done in accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date the reporting package was delivered to the Agency in correspondence accompanying the reporting package. 39 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02120 vii. Upon receipt, and within six months, the Department will review the Agency's financial reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate corrective action on all deficiencies has been taken pertaining to the state financial assistance provided through the Department by this Agreement. If the Agency fails to have an audit conducted consistent with Section 215.97, Florida Statutes, the Department may take appropriate corrective action to enforce compliance. viii. As a condition of receiving state financial assistance, the Agency shall permit the Department or its designee, DFS, or the Auditor General access to the Agency's records, including financial statements, the independent auditor's working papers, and project records as necessary. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is complete or the dispute is resolved. c. The Agency shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of five years from the date the audit report is issued and shall allow the Department or its designee, DFS, or State of Florida Auditor General access to such records upon request. The Agency shall ensure that the audit working papers are made available to the Department or its designee, DFS, or State of Florida Auditor General upon request for a period of five years from the date the audit report is issued, unless extended in writing by the Department. 16. Notices and Approvals. Notices and approvals referenced in this Agreement must be obtained in writing from the Parties' respective Administrators or their designees. 17. Restrictions, Prohibitions, Controls and Labor Provisions: a. Convicted Vendor List. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. b. Discriminatory Vendor List. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. c. Non -Responsible Contractors. An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied, or have further been determined by the Department to be a non -responsible contractor, may not submit a bid or perform work for the construction or repair of a public building or public work on a contract with the Agency. 40 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 d. Prohibition on Using Funds for Lobbying. No funds received pursuant to this Agreement may be expended for lobbying the Florida Legislature, judicial branch, or any state agency, in accordance with Section 216.347, Florida Statutes. e. Unauthorized Aliens. The Department shall consider the employment by any contractor of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the contractor knowingly employs unauthorized aliens, such violation will be cause for unilateral cancellation of this Agreement. f. Procurement of Construction Services. If the Project is procured pursuant to Chapter 255, Florida Statutes, for construction services and at the time of the competitive solicitation for the Project, 50 percent or more of the cost of the Project is to be paid from state -appropriated funds, then the Agency must comply with the requirements of Section 255.0991, Florida Statutes. g. E -Verify. The Agency shall: i. Utilize the U.S. Department of Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by the Agency during the term of the contract; and ii. Expressly require any subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security's E - Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. h. Design Services and Construction Engineering and Inspection Services. If the Project is wholly or partially funded by the Department and administered by a local governmental entity, except for a seaport listed in Section 311.09, Florida Statutes, the entity performing design and construction engineering and inspection services may not be the same entity. 18. Indemnification and Insurance: a. It is specifically agreed between the Parties executing this Agreement that it is not intended by any of the provisions of any part of this Agreement to create in the public or any member thereof, a third party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement. The Agency guarantees the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Agency or any subcontractor, in connection with this Agreement. Additionally, the Agency shall indemnify and hold harmless the State of Florida, Department of Transportation, including the Department's officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Agency and persons employed or utilized by the Agency in the performance of this Agreement. This indemnification shall survive the termination of this Agreement. Additionally, the Agency agrees to include the following indemnification in all contracts with contractors/subcontractors and consultants/subconsultants who perform work in connection with this Agreement: "To the fullest extent permitted by law, the Agency's contractor/consultant shall indemnify and hold harmless the Agency and the State of Florida, Department of Transportation, including the Department's officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the contractor/consultant and 41 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 persons employed or utilized by the contractor/consultant in the performance of this Agreement. This indemnification shall survive the termination of this Agreement." b. The Agency shall provide Workers' Compensation Insurance in accordance with Florida's Workers' Compensation law for all employees. If subletting any of the work, ensure that the subcontractor(s) and subconsultant(s) have Workers' Compensation Insurance for their employees in accordance with Florida's Workers' Compensation law. If using "leased employees" or employees obtained through professional employer organizations ("PEO's"), ensure that such employees are covered by Workers' Compensation Insurance through the PEO's or other leasing entities. Ensure that any equipment rental agreements that include operators or other personnel who are employees of independent contractors, sole proprietorships, or partners are covered by insurance required under Florida's Workers' Compensation law. c. If the Agency elects to self -perform the Project, then the Agency may self -insure. If the Agency elects to hire a contractor or consultant to perform the Project, then the Agency shall carry, or cause its contractor or consultant to carry, Commercial General Liability insurance providing continuous coverage for all work or operations performed under this Agreement. Such insurance shall be no more restrictive than that provided by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida. The Agency shall cause, or cause its contractor or consultant to cause, the Department to be made an Additional Insured as to such insurance. Such coverage shall be on an "occurrence" basis and shall include Products/Completed Operations coverage. The coverage afforded to the Department as an Additional Insured shall be primary as to any other available insurance and shall not be more restrictive than the coverage afforded to the Named Insured. The limits of coverage shall not be less than $1,000,000 for each occurrence and not less than a $5,000,000 annual general aggregate, inclusive of amounts provided by an umbrella or excess policy. The limits of coverage described herein shall apply fully to the work or operations performed under the Agreement, and may not be shared with or diminished by claims unrelated to the Agreement. The policy/ies and coverage described herein may be subject to a deductible and such deductibles shall be paid by the Named Insured. No policy/ies or coverage described herein may contain or be subject to a Retention or a Self -Insured Retention unless the Agency is a state agency or subdivision of the State of Florida that elects to self -perform the Project. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, the Department shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The Department shall be notified in writing within ten days of any cancellation, notice of cancellation, lapse, renewal, or proposed change to any policy or coverage described herein. The Department's approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights or defenses the Department may have. d. When the Agreement includes the construction of a railroad grade crossing, railroad overpass or underpass structure, or any other work or operations within the limits of the railroad right- of-way, including any encroachments thereon from work or operations in the vicinity of the railroad right-of-way, the Agency shall, or cause its contractor to, in addition to the insurance coverage required above, procure and maintain Railroad Protective Liability Coverage (ISO Form CG 00 35) where the railroad is the Named Insured and where the limits are not less than $2,000,000 ' combined single limit for bodily injury and/or property damage per occurrence, and with an annual aggregate limit of not less than $6,000,000. The railroad shall also be added along with the Department as an Additional Insured on the policy/ies procured pursuant to the paragraph above. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, both the Department and the railroad 42 GRANT AGREEMENT DEVELOPMENT OGC 02!20 shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The insurance described herein shall be maintained through final acceptance of the work. Both the Department and the railroad shall be notified in writing within ten days of any cancellation, notice of cancellation, renewal, or proposed change to any policy or coverage described herein. The Department's approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights the Department may have. e. When the Agreement involves work on or in the vicinity of utility -owned property or facilities, the utility shall be added along with the Department as an Additional Insured on the Commercial General Liability policy/ies procured above. 19. Miscellaneous: a. Environmental Regulations. The Agency will be solely responsible for compliance with all applicable environmental regulations and for any liability arising from non-compliance with these regulations, and will reimburse the Department for any loss incurred in connection therewith. b. Non -Admission of Liability. In no event shall the making by the Department of any payment to the Agency constitute or be construed as a waiver by the Department of any breach of covenant or any default which may then exist on the part of the Agency and the making of such payment by the Department, while any such breach or default shall exist, shall in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default. c. Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance, the remainder would then continue to conform to the terms and requirements of applicable law. d. Agency not an agent of Department. The Agency and the Department agree that the Agency, its employees, contractors, subcontractors, consultants, and subconsultants are not agents of the Department as a result of this Agreement. e. Bonus or Commission. By execution of the Agreement, the Agency represents that it has not paid and, also agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder. f. Non -Contravention of State Law. Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision or perform any act or do any other thing in contravention of any applicable state law. If any of the provisions of the Agreement violate any applicable state law, the Agency will at once notify the Department in writing so that appropriate changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the Project. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same Agreement. A facsimile or electronic transmission of this Agreement with a signature on behalf of a party will be legal and binding on such party. g. h. Federal Award Identification Number (FAIN). If the FAIN is not available prior to execution of the Agreement, the Department may unilaterally add the FAIN to the Agreement without approval of the Agency and without an amendment to the Agreement. If this occurs, an 43 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02120 updated Agreement that includes the FAIN will be provided to the Agency and uploaded to the Department of Financial Services' Florida Accountability Contract Tracking System (FACTS). i. Inspector General Cooperation. The Agency agrees to comply with Section 20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. J• Law, Forum, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. In the event of a conflict between any portion of the contract and Florida law, the laws of Florida shall prevail. The Agency agrees to waive forum and venue and that the Department shall determine the forum and venue in which any dispute under this Agreement is. decided. IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year written above. AGENCY Indian River County Board of County Commissioners By: Name: Title: STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION By: Name: Steven C. Braun, P.E.. Title: Director of Transportation Development STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION Legal Review: 44 PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT A Project Description and Responsibilities DEVELOPMENT OGC 02120 A. Project Description (description of Agency's project to provide context, description of project components funded via this Agreement (if not the entire project)): the provision of operating funds for a paratransit transition pilot B. Project Location (limits, city, county, map): Indian River County, FL C. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): "Service Development Projects specifically include projects involving the use of new technologies, services, routes, or vehicle frequencies; the purchase of special transportation services, and other such techniques for increasing service to the riding public as are applicable to specific localities and transit user groups. Projects involving the application of new technologies or methods for improving operations, maintenance, and marketing in public transit systems can be funded through the Service Development program. Eligible capital costs are any costs that would be defined as capital costs by the Federal Transit Administration. Examples would include, but not be limited to: the acquisition of buses for fleet and service expansions; transfer facilities; intermodal terminals and park and ride facilities; and passenger amenities, such as passenger shelters and bus stop signs. Eligible net operating costs are all operating costs of a project; less any federal funds, fares, or other sources of income to the project." D. Deliverable(s): transit service The project scope identifies the ultimate project deliverables. Deliverables for requisition, payment and invoice purposes will be the incremental progress made toward completion of project scope elements. Supporting documentation will be quantifiable, measurable, and verifiable, to allow for a determination of the amount of incremental progress that has been made, and provide evidence that the payment requested is commensurate with the accomplished incremental progress and costs incurred by the Agency. E. Unallowable Costs (including but not limited to): candy, alcohol, decorations, greeting -cards, lobbying, personal cell phone, office parties, entertainment, food, fans, coffee pots, portable heaters, refrigerators, microwave ovens, congratulatory telegrams, refreshments, banquets, catering, gifts, flowers, or promotional items. F. Transit Operating Grant Requirements (Transit Only): Transit Operating Grants billed as an operational subsidy will require an expenditure detail report from the Agency that matches the invoice period. The expenditure detail, along with the progress report, will be the required deliverables for Transit Operating Grants. 45 PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT B DEVELOPMENT OGC 02/20 Schedule of Financial Assistance TRANSIT OPERATING ONLY FUNDS AWARDED TO THE AGENCY PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: A. Fund Type and Fiscal Year: Financial Project Number Fund Type FLAIR Category State Fiscal Year Object Code CSFA/ CFDA Number CSFA/CFDA Title or Funding Source Description Funding Amount 443922-1-84-01 DPTO Local 088774 2019 751000 55.012 Public Transit Service Development $450,000 $450,000 $450,000 $450,000 Total Financial Assistance $900,000 B. Operations Phase - Estimate of Project Costs by Budget Category: Budget Categories Operations (Transit Only) * State Local Federal Total Salaries $0 $0 $0 $0 Fringe Benefits . $0 $0 $0 $0 Contractual Services $450,000 $450,000 $0 $900,000 Travel $0 $0 $0 $0 Other Direct Costs $0 $0 $0 $0 Indirect Costs $0 $0 $0 $0 Totals $450,000 $450,000 $0 $900,000 * Budget category amounts are estimates and can be shifted between items without amendment (because they are all within the Operations Phase). C. Cost Reimbursement The Agency will submit invoices for cost reimbursement on a: _ Monthly X Quarterly Other: basis upon the approval of the deliverables including the expenditure detail provided by the Agency. BUDGET/COST ANALYSIS CERTIFICATION AS REQUIRED BY SECTION 216.3475, FLORIDA STATUTES: I certify that the cost for each line item budget category has been evaluated and determined to be allowable, reasonable, and necessary as required by Section 216.3475, Florida Statutes. Documentation is on file evidencing the methodology used and the conclusions reached. Jayne A. Pietrowski Department Grant Manager Name Signature Date PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT D AGENCY RESOLUTION PLEASE SEE ATTACHED DEVELOPMENT OGC 02/20 47 19 of 22 PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT E PROGRAM SPECIFIC TERMS AND CONDITIONS TRANSIT (Service Development) DEVELOPMENT OGC 02120 1. Conformance with Enabling Legislation. This Agreement is in conformance with Section 341.051, F.S. 2. Bus Transit System. In accordance with Section 341.061, F.S., and Rule Chapter 14-90, Florida Administrative Code, the Agency shall submit and the Department shall have on file, an annual safety certification that the Agency has adopted and is complying with its adopted System Safety Program Plan pursuant to Rule Chapter 14-90, F.A.C., and has performed annual safety inspections of all buses operated. 3. Transit Vehicle Inventory Management. The agency will follow the Department's Transit Vehicle Inventory Management Procedure (725-030-025), which outlines the requirements for continuing management control, inventory transfer and disposal actions. This procedure pertains ONLY to capital procurements of rolling stock using the FTA Section 5310, Section 5311, Section 5316, and Section 5317 programs as the funding source, or where the Department participates in 50% or more of the public transit vehicle's purchase price. This may include vehicles purchased under the State Transit Block Grant Program, State Transit Corridor Program, State Transit Service Development Program, or other applicable Department programs. 4. Progress Reports. The Agency will submit Semi -Annual Progress Reports on monthly ridership data Reports are due no later than January 30th for the period ending December 31st and July 30th for the period ending June 30tH 5. Project Goals and Service Data. The Agency must report on work efforts and provide a detailed, side-by-side cornparison of the project goals and actual service data. 6. Submittal of Proposed Timeline. The Agency will submit a Proposed Time Line for Service Development Activities prior to the commencement of the project. 7. Final Report. At any time when it becomes necessary to terminate the project or at the end of the two years, a Final Report will be submitted by the Agency. This report will accompany the Final Invoice for reimbursement. The Final Report will include the following: a) An evaluation of the attainment of the goals and objectives. b) The reasons any of the goals were not met. c) The benefit accrued by the Agency. d) A statement of the Agency's intent to continue with the service demonstrated. -- End: of Exhibit E -- 48 PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT F Contract Payment Requirements Florida Department of Financial Services, Reference Guide for State Expenditures Cost Reimbursement Contracts DEVELOPMENT OGC 02/20 Invoices for cost reimbursement contracts must be supported by an itemized listing of expenditures by category (salary, travel, expenses, etc.). Supporting documentation shall be submitted for each amount for which reimbursement is being claimed indicating that the item has been paid. Documentation for each amount for which reimbursement is being claimed must indicate that the item has been paid. Check numbers may be provided in lieu of copies of actual checks. Each piece of documentation should clearly reflect the dates of service. Only expenditures for categories in the approved agreement budget may be reimbursed. These expenditures must be allowable (pursuant to law) and directly related to the services being provided. Listed below are types and examples of supporting documentation for cost reimbursement agreements: (1) Salaries: A payroll register or similar documentation should be submitted. The payroll register should show gross salary charges, fringe benefits, other deductions and net pay. If an individual for whom reimbursement is being claimed is paid by the hour, a document reflecting the hours worked times the rate of pay will be acceptable. (2) Fringe Benefits: Fringe Benefits should be supported by invoices showing the amount paid on behalf of the employee (e.g., insurance premiums paid). If the contract specifically states that fringe benefits will be based on a specified percentage rather than the actual cost of fringe benefits, then the calculation for the fringe benefits amount must be shown. Exception: Governmental entities are not required to provide check numbers or copies of checks for fringe benefits. (3) Travel: Reimbursement for travel must be in accordance with Section 112.061, Florida Statutes, which includes submission of the claim on the approved State travel voucher or electronic means. (4) Other direct costs: Reimbursement will be made based on paid invoices/receipts. If nonexpendable property is purchased using State funds, the contract should include a provision for the transfer of the property to the State when services are terminated. Documentation must be provided to show compliance with Department of Management Services Rule 60A-1.017, Florida Administrative Code, regarding the requirements for contracts which include services and that provide for the contractor to purchase tangible personal property as defined in Section 273.02, Florida Statutes, for subsequent transfer to the State. (5) In-house charges: Charges which may be of an internal nature (e.g., postage, copies, etc.) may be reimbursed on a usage log which shows the units times the rate being charged. The rates must be reasonable. (6) Indirect costs: If the contract specifies that indirect costs will be paid based on a specified rate, then the calculation should be shown. Contracts between state agencies, and/or contracts between universities may submit alternative documentation to substantiate the reimbursement request that may be in the form of FLAIR reports or other detailed reports. The Florida Department of Financial Services, online Reference Guide for State Expenditures can be found at this web address httos://www.myfloridacfo.com/Division/AA/Manuals/documents/ReferenceGuideforStateExpenditures.pdf. 49 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS Form 725-000-02 STRATEGIC DEVELOPMENT OGC 02/20 EXHIBIT G AUDIT REQUIREMENTS FOR AWARDS OF STATE FINANCIAL ASSISTANCE THE STATE RESOURCES AWARDED PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: SUBJECT TO SECTION 215.97, FLORIDA STATUTES:— Awarding Agency: Florida Department of Transportation State Project Title: Public Transit Service Development Program CSFA Number: 55.012 *Award Amount: $450,000 *The award amount may change with amendments Specific project information for CSFA Number 55.012 is provided at: https://apps.fldfs.com/fsaa/searchCataloq.aspx. COMPLIANCE REQUIREMENTS APPLICABLE TO STATE RESOURCES AWARDED PURSUANT TO THIS AGREEMENT: State Project Compliance Requirements for CSFA Number. 55.012 are provided at: https://apps.fldfs.com/fsaa/searchCompliance.aspx The State Projects Compliance Supplement is provided at: https://apps.fldfs.com/fsaa/compliance.aspx 50 GRANT NAME: Service Development Grant GRANT #: G1652 AMOUNT OF GRANT: $450,000 (plus $450,000 awarded in 2019) DEPARTMENT RECEIVING GRANT: Community Development (pass through to Senior Resource Association) CONTACT PERSON: Brian Freeman PHONE #: (772) 226-1990 1. How long is the grant for? Three Years Starting Date: March 1. 2019 2. Does the grant require you to fund this function after the grant is over? Yes X No 3. Does the grant require a match? X Yes No If yes, does the grant allow the match to be In Kind Services? Yes No 4. Percentage of grant to match: 50 5 Grant match amount required: $ 900,000 6. Where arethe matching funds coming from (i.e. In Kind Services, Reserve for Contingency? $900,000 annual County match already budgeted in general fund 7. Does the grant cover capital costs or start-up costs? Yes X No If no, how much do you think will be needed in capital costs or start-up costs? (Attach a detailed listing of costs.) 8. Are you adding any additional positions utilizing the grant funds? Yes X No If yes, please list. (If additional space is needed, please attach a schedule.) Acct. Description Position Position Position Position Position 011.12 Regular Salaries $600,000 Second Year $300,000 $ $300,000 011.13 Other Salaries & Wages (PT) $300,000 $ $300,000 $600,000 Fourth Year 012.11 Social: Security $ $ Fifth Year $ $ 012.12 Retirement Contributions 012.13 Life and Health Insurance 012.14 Worker's Compensation 012.17 Soc. Sec. Medicare Matching TOTAL 9. What is the total cost of each position including benefits, capital, start-up, auto expense, travel, and operating? Salaries and Benefits Operating Costs Capital Total Costs 10. What is the estimated cost of the grant to the County over five years? $900.000 51 Grant Amount Other Matching Costs Match Total First Year $300,000 $ $300,000 $600,000 Second Year $300,000 $ $300,000 $600,000 Third Year $300,000 $ $300,000 $600,000 Fourth Year $ $ $ $ Fifth Year $ $ $ $ 51 INDIAN RIVER COUNTY, FLORIDA MEMORANDUM TO: Jason E. Brown; County Administrator THROUGH: Phillip J. Matson, AICP; Community Development Director FROM: Brian Freeman, AICP; MPO Staff Director DATE: May 22, 2020 SUBJECT: Approval of a Public Transportation Grant Agreement (PTGA) with the Florida Department of Transportation (FDOT) for a CARES Act Section 5311 Grant It is requested that the information herein presented be given formal consideration by the Board of County Commissioners at its regular meeting of June 2, 2020. DESCRIPTION & CONDITIONS Each year, Indian River County receives transit operating assistance under 49 USC Ch. 53, Section 5311 (also known as the Formula Grants for Rural Areas program) through the Florida Department of Transportation (FDOT). These grant funds have been passed through to the Senior Resource Association (SRA), Indian River County's designated transit service provider. As a result of the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which was recently passed by Congress and signed by President Trump, Indian River County is receiving $246,951 in transit operating assistance through the Section 5311 (Rural Areas) program. No local match is required to receive the CARES Act funds. While Section 5311 funds are federal grant funds, FDOT administers the Section 5311 program within the state of Florida. In order to receive these funds, the BCC must enter into a Public Transportation Grant Agreement (PTGA) with FDOT, a copy of which is attached to this staff report (Attachment 2). In addition to the CARES Act Section 5311 funds, Indian River County has also been awarded $6.3 million in CARES Act funds through the Section 5307 (Urban Areas) program. The Section 5307 funds will be presented to the BCC for approval at the June 16, 2020 meeting. 52 ANALYSIS According to federal regulations, Section 5311 funds may be used to provide transit service to rural or small urban areas. Such transit service includes fixed route service to Fellsmere (GoLine Route 10) and demand -response service (Community Coach). The attached resolution (Attachment 1) authorizes the Chairman of the Board of County Commissioners to execute the PTGA for Formula Grants for Rural Areas funds. Upon the Board's adoption of the resolution and the Chairman's execution of the PTGA, County staff will transmit the PTGA to FDOT. Once the PTGA has been executed by FDOT, the funds will be transmitted to the County and passed along to the Senior Resource Association (SRA), the County's public transportation provider, so that the SRA can continue providing fixed route and demand -response transit service to rural areas of the county. The provision of such service is consistent with the findings of the MPO's adopted 10 -year Transit Development Plan and 2040 Long Range Transportation Plan. FUNDING No local match is required for the CARES Act Section 5311 grant. This grant will be used as supplemental funding for existing transit service in rural areas of Indian River County. RECOMMENDATION Staff recommends that the Board of County Commissioners approve the Public Transportation Grant Agreement and adopt the resolution authorizing the Chairman to sign the agreement. ATTACHMENTS 1. Authorizing Resolution for the Execution of a Public Transportation Grant Agreement 2. FDOT Public Transportation Grant Agreement 3. Grant Budget Form 53 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY AUTHORIZING THE EXECUTION OF A PUBLIC TRANSPORTATION GRANT AGREEMENT WITH THE FLORIDA DEPARTMENT OF TRANSPORTATION. WHEREAS, Indian River County has the authority to apply for and accept grants and make purchases and/or expend funds pursuant to grant awards made by the Florida Department of Transportation as authorized by Chapter 341, Florida Statutes and/or the Federal Transit Administration Act of 1964, as amended; and WHEREAS, Indian River County is eligible to receive grant funding under Section 341.052(1), Florida Statutes, and under 49 USC Ch. 53, Section 5311 and 49 USC 1614; WHEREAS, the Coronavirus Aid, Relief, and Economic Security (CARES) Act provides operating assistance for all rural transit operators through the Section 5311 program; and WHEREAS, the Florida Department of Transportation provides Formula Grants for Rural Areas funds to Indian River County to assist in the continuance and expansion of local public transportation services. NOW, THEREFORE, BE IT RESOLVED BY THE INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS: 1. That the Chairman of the Indian River County Board of County Commissioners is authorized to execute a Public Transportation Grant Agreement with the Florida Department of Transportation to obtain $246,951 in FY 2019/20 CARES Act Section 5311 funds for operating assistance as part of the County's ongoing public transportation service. 2. That the Indian River County Community Development Director is authorized to furnish such additional information as the Florida Department of Transportation may require in connection with the County's Rural Area Formula Grant. THIS RESOLUTION was moved for adoption by , and the motion was seconded by , and, upon being put to a vote, the vote was as follows: Chairman Susan Adams Vice -Chairman Joseph E. Flescher Commissioner Peter D. O'Bryan Commissioner Bob Solari Commissioner Tim Zorc The Chairperson thereupon declared the resolution duly passed and adopted this 2nd day 54 of June , 2020. BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA By: Susan Adams, Chairman Attest: Jeffrey R. Smith, Clerk of Court and Comptroller By: Deputy Clerk I HEREBY CERTIFY that on this day, before me, an officer duly authorized in this State and County to take acknowledgments, personally appeared Susan Adams, as Chairman of the Board of County Commissioners, and , as Deputy Clerk, to me known to be the persons described in and who executed the foregoing instrument and they acknowledged before me that they executed the same. WITNESS my hand and official seal in the County and State last aforesaid this 2nd day of June , 2020. APPROVED AS TO LEGAL SUFFICIENCY BY: Dylan Reingold, County Attorney Notary Public SEAL: APPROVED AS TO COMMUNITY DEVELOPMENT MATTERS BY: Phillip J. Matson, AICP, Director Community Development Department 55 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725.000.01 STRATEGIC DEVELOPMENT OGC 02/20 Financial Project Number(s): Fund(s): (item -segment -phase -sequence) 407182-3-84-01 Work Activity Code/Function: 215 Federal Number/Federal Award Identification Number (FAIN) — Transit only: Contract Number: CFDA Number: CFDA Title: CSFA Number: CSFA Title: G1 L75 Federal Award Date: 20.509 Agency DUNS Number: Formula Grants for Rural Areas DUCA FLAIR Category: 79208989 Object Code: Org. Code: Vendor Number: 088774 780000 55042010429 VF 596000674006 N/A N/A THIS PUBLIC TRANSPORTATION GRANT AGREEMENT ("Agreement") is entered into by and between the State of Florida, Department of Transportation, ("Department"), and Indian River County BOCC, ("Agency"). The Department and the Agency are sometimes referred to in this Agreement as a "Party" and collectively as the "Parties." NOW, THEREFORE, in consideration of the mutual benefits to be derived from joint participation on the Project, the Parties agree to the following: 1. Authority. The Agency, by Resolution or other form of official authorization, a copy of which is attached as Exhibit "D", Agency Resolution and made a part of this Agreement, has authorized its officers to execute this Agreement on its behalf. The Department has the authority pursuant to Section(s) 341.000, Florida Statutes, to enter into this Agreement. 2. Purpose of Agreement. The purpose of this Agreement is to provide for the Department's participation in provision of CARES Act 5311 Funding for COVID-19 related operating assistance to Indian River County BOCC for its non -urbanized area public transportation., as further described in Exhibit "A", Project Description and Responsibilities, attached and incorporated into this Agreement ("Project"), to provide Department financial assistance to the Agency, state the terms and conditions upon which Department funds will be provided, and to set forth the manner in which the Project will be undertaken and completed. 3. Program Area. For identification purposes only, this Agreement is implemented as part of the Department program area selected below (select all programs that apply): Aviation _ Seaports X Transit _ Intermodal Rail Crossing Closure Match to Direct Federal Funding (Aviation or Transit) (Note: Section 15 and Exhibit G do not apply to federally matched funding) Other 4. Exhibits. The following Exhibits are attached and incorporated into this Agreement: X Exhibit A: Project Description and Responsibilities X Exhibit B: Schedule of Financial Assistance *Exhibit B1: Deferred Reimbursement Financial Provisions *Exhibit B2: Advance Payment Financial Provisions _ *Exhibit C: Terms and Conditions of Construction Exhibit D: Agency Resolution X Exhibit E: Program Specific Terms and Conditions X Exhibit F: Contract Payment Requirements 56 PUBLIC TRANSPORTATION GRANT AGREEMENT X *Exhibit G: Audit Requirements for Awards of State Financial Assistance *Exhibit H: Audit Requirements for Awards of Federal Financial Assistance *Additional Exhibit(s): *Indicates that the Exhibit is only attached and incorporated if applicable box is selected. DEVELOPMENT OGC 02/20 5. Time. Unless specified otherwise, all references to "days" within this Agreement refer to calendar days. 6. Term of Agreement. This Agreement shall commence upon full execution by both Parties ("Effective Date") and continue through June 30, 2023. If the Agency does not complete the Project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement will be considered termination of the Project. The cost of any work performed prior to the Effective Date or after the expiration date of this Agreement will not be reimbursed by the Department. a. _ If this box is checked the following provision applies: Unless terminated earlier, work on the Project shall commence no later than the _ day of or within _ days of the issuance of the Notice to Proceed for the construction phase of the Project (if the Project involves construction), whichever date is earlier. The Department shall have the option to immediately terminate this Agreement should the Agency fail to meet the above -required dates. 7. Amendments, Extensions, and Assignment. This Agreement may be amended or extended upon mutual written agreement of the Parties. This Agreement shall not be renewed. This Agreement shall not be assigned, transferred, or otherwise encumbered by the Agency under any circumstances without the prior written consent of the Department. 8. Termination or Suspension of Project. The Department may, by written notice to the Agency, suspend any or all of the Department's obligations under this Agreement for the Agency's failure to comply with applicable law or the terms of this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected. a. Notwithstanding any other provision of this Agreement, if the Department intends to terminate the Agreement, the Department shall notify the Agency of such termination in writing at least thirty (30) days prior to the termination of the Agreement, with instructions to the effective date of termination or specify the stage of work at which the Agreement is to be terminated. b. The Parties to this Agreement may terminate this Agreement when its continuation would not produce beneficial results commensurate with the further expenditure of funds. In this event, the Parties shall agree upon the termination conditions. c. If the Agreement is terminated before performance is completed, the Agency shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed the equivalent percentage of the Department's maximum financial assistance. If any portion of the Project is located on the Department's right-of-way, then all work in progress on the Department right-of-way will become the property of the Department and will be turned over promptly by the Agency. d. In the event the Agency fails to perform or honor the requirements and provisions of this Agreement, the Agency shall promptly refund in full to the Department within thirty (30) days of the termination of the Agreement any funds that were determined by the Department to have been expended in violation of the Agreement. e. The Department reserves the right to unilaterally cancel this Agreement for failure by the Agency to comply with the Public Records provisions of Chapter 119, Florida Statutes. 57 PUBLIC TRANSPORTATION GRANT AGREEMENT 9. Project Cost: DEVELOPMENT OGC 02120 a. The estimated total cost of the Project is $246,951. This amount is based upon Exhibit "B", Schedule of Financial Assistance. The timeline for deliverables and distribution of estimated amounts between deliverables within a grant phase, as outlined in Exhibit "B", Schedule of Financial Assistance, may be modified by mutual written agreement of the Parties and does not require execution of an Amendment to the Public Transportation Grant Agreement. The timeline for deliverables and distribution of estimated amounts between grant phases requires an amendment executed by both Parties in the same form as this Agreement. b. The Department agrees to participate in the Project cost up to the maximum amount of $246,951 and, the Department's participation in the Project shall not exceed 100.00% of the total eligible cost of the Project and as more fully described in Exhibit "6", Schedule of Financial Assistance. The Agency agrees to bear all expenses in excess of the amount of the Department's participation and any cost overruns or deficits involved. 10. Compensation and Payment: a. Eligible Cost. The Department shall reimburse the Agency for allowable costs incurred as described in Exhibit "A", Project Description and Responsibilities, and as set forth in Exhibit "B", Schedule of Financial Assistance. b. Deliverables. The Agency shall provide quantifiable, measurable, and verifiable units of deliverables. Each deliverable must specify the required minimum level of service to be performed and the criteria for evaluating successful completion. The Project and the quantifiable, measurable, and verifiable units of deliverables are described more fully in Exhibit "A", Project Description and Responsibilities. Modifications to the deliverables in Exhibit "A", Project Description and Responsibilities requires a formal written amendment. c. Invoicing. Invoices shall be submitted no more often than monthly by the Agency in detail sufficient for a proper pre -audit and post -audit, based on the quantifiable, measurable, and verifiable deliverables as established in Exhibit "A", Project Description and Responsibilities. Deliverables and costs incurred must be received and approved by the Department prior to reimbursement. Requests for reimbursement by the Agency shall include an invoice, progress report, and supporting documentation for the deliverables being billed that are acceptable to the Department. The Agency shall use the format for the invoice and progress report that is approved by the Department. d. Supporting Documentation. Supporting documentation must establish that the deliverables were received and accepted in writing by the Agency and must also establish that the required minimum standards or level of service to be performed based on the criteria for evaluating successful completion as specified in Exhibit "A", Project Description and Responsibilities has been met. All costs invoiced shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of charges as described in Exhibit "F", Contract Payment Requirements. e. Travel Expenses. The selected provision below is controlling regarding travel expenses: X Travel expenses are NOT eligible for reimbursement under this Agreement. Travel expenses ARE eligible for reimbursement under this Agreement. Bills for travel expenses specifically authorized in this Agreement shall be submitted on the Department's Contractor Travel Form No. 300-000-06 and will be paid in accordance with Section 112.061, 58 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02120 Florida Statutes, and the most current version of the Department's Disbursement Handbook for Employees and Managers. f. Financial Consequences. Payment shall be made only after receipt and approval of deliverables and costs incurred unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes, or the Department's Comptroller under Section 334.044(29), Florida Statutes. If the Department determines that the performance of the Agency is unsatisfactory, the Department shall notify the Agency of the deficiency to be corrected, which correction shall be made within a time- frame to be specified by the Department. The Agency shall, within thirty (30) days after notice from the Department, provide the Department with a corrective action plan describing how the Agency will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non- compliance. If the corrective action plan is unacceptable to the Department, the Agency will not be reimbursed. If the deficiency is subsequently resolved, the Agency may bill the Department for the amount that was previously not reimbursed during the next billing period. If the Agency is unable to resolve the deficiency, the funds shall be forfeited at the end of the Agreement's term. g. Invoice Processing. An Agency receiving financial assistance from the Department should be aware of the following time frames. Inspection or verification and approval of deliverables shall take no longer than 20 days from the Department's receipt of the invoice. The Department has 20 days to deliver a request for payment (voucher) to the Department of Financial Services. The 20 days are measured from the latter of the date the invoice is received or the deliverables are received, inspected or verified, and approved. If a payment is not available within 40 days, a separate interest penalty ata rate as established pursuant to Section 55.03(1), Florida Statutes, will be due and payable, in addition to the invoice amount, to the Agency. Interest penalties of less than one (1) dollar will not be enforced unless the Agency requests payment. Invoices that have to be returned to an Agency because of Agency preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Agency who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516. h. Records Retention. The Agency shall maintain an accounting system or separate accounts to ensure funds and projects are tracked separately. Records of costs incurred under the terms of this Agreement shall be maintained and made available upon request to the Department at all times during the period of this Agreement and for five years after final payment is made. Copies of these records shall be furnished to the Department upon request. Records of costs incurred include the Agency's general accounting records and the Project records, together with supporting documents and records, of the Contractor and all subcontractors performing work on the Project, and all other records of the Contractor and subcontractors considered necessary by the Department for a proper audit of costs. i. Progress Reports. Upon request, the Agency agrees to provide progress reports to the Department in the standard format used by the Department and at intervals established by the Department. The Department will be entitled at all times to be advised, at its request, as to the status of the Project and of details thereof. J• Submission of Other Documents. The Agency shall submit to the Department such data, reports, records, contracts, and other documents relating to the Project as the Department 59 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 may require as listed in Exhibit "E", Program Specific Terms and Conditions attached to and incorporated into this Agreement. k. Offsets for Claims. If, after Project completion, any claim is made by the Department resulting from an audit or for work or services performed pursuant to this Agreement, the Department may offset such amount from payments due for work or services done under any agreement that it has with the Agency owing such amount if, upon written demand, payment of the amount is not made within 60 days to the Department. Offsetting any amount pursuant to this paragraph shall not be considered a breach of contract by the Department. I. Final Invoice. The Agency must submit the final invoice on the Project to the Department within 120 days after the completion of the Project. Invoices submitted after the 120 -day time period may not be paid. m. Department's Performance and Payment Contingent Upon Annual Appropriation by the Legislature. The Department's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. If the Department's funding for this Project is in multiple fiscal years, a notice of availability of funds from the Department's project manager must be received prior to costs being incurred by the Agency. See Exhibit "B", Schedule of Financial Assistance for funding levels by fiscal year. Project costs utilizing any fiscal year funds are not eligible for reimbursement if incurred prior to funds approval being received. The Department will notify the Agency, in writing, when funds are available. n. Limits on Contracts Exceeding $25,000 and Term more than 1 Year. In the event this Agreement is in excess of $25,000 and has a term for a period of more than one year, the provisions of Section 339.135(6)(a), Florida Statutes, are hereby incorporated: "The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding 1 year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years; and this paragraph shall be incorporated verbatim in all contracts of the Department which are for an amount in excess of $25,000 and which have a term for a period of more than 1 year." o. Agency Obligation to Refund Department. Any Project funds made available by the Department pursuant to this Agreement that are determined by the Department to have been expended by the Agency in violation of this Agreement or any other applicable law or regulation shall be promptly refunded in full to the Department. Acceptance by the Department of any documentation or certifications, mandatory or otherwise permitted, that the Agency files shall not constitute a waiver of the Department's rights as the funding agency to verify all information at a later date by audit or investigation. P. Non -Eligible Costs. In determining the amount of the payment, the Department will exclude all Project costs incurred by the Agency prior to the execution of this Agreement, costs incurred after the expiration of the Agreement, costs that are not provided for in Exhibit "A", Project Description and Responsibilities, and as set forth in Exhibit "B", Schedule of Financial Assistance, costs agreed to be borne by the Agency or its contractors and subcontractors for 60 GRANT AGREEMENT not meeting the Project commencement and final invoice time lines, and costs attributable to goods or services received under a contract or other arrangement that has not been approved in writing by the Department. Specific unallowable costs may be listed in Exhibit "A", Project Description and Responsibilities. 11. General Requirements. The Agency shall complete the Project with all practical dispatch in a sound, economical, and efficient manner, and in accordance with the provisions in this Agreement and all applicable laws. a. Necessary Permits Certification. The Agency shall certify to the Department that the Agency's design consultant and/or construction contractor has secured the necessary permits. b. Right -of -Way Certification. If the Project involves construction, then the Agency shall provide to the Department certification and a copy of appropriate documentation substantiating that all required right-of-way necessary for the Project has been obtained. Certification is required prior to authorization for advertisement for or solicitation of bids for construction of the Project, even if no right-of-way is required. c. Notification Requirements When Performing Construction on Department's Right -of - Way. In the event the cost of the Project is greater than $250,000.00, and the Project involves construction on the Department's right-of-way, the Agency shall provide the Department with written notification of either its intent to: i. Require the construction work of the Project that is on the Department's right-of-way to be performed by a Department prequalified contractor, or ii. Construct the Project utilizing existing Agency employees, if the Agency can complete said Project within the time frame set forth in this Agreement. d. _ If this box is checked, then the Agency is permitted to utilize its own forces and the following provision applies: Use of Agency Workforce. In the event the Agency proceeds with any phase of the Project utilizing its own forces, the Agency will only be reimbursed for direct costs (this excludes general overhead). e. _ If this box is checked, then the Agency is permitted to utilize Indirect Costs: Reimbursement for Indirect Program Expenses (select one): Agency has selected to seek reimbursement from the Department for actual indirect expenses (no rate). Agency has selected to apply a de minimus rate of 10% to modified total direct costs. Note: The de minimus rate is available only to entities that have never had a negotiated indirect cost rate. When selected, the de minimus rate must be used consistently for all federal awards until such time the agency chooses to negotiate a rate. A cost policy statement and de minimis certification form must be submitted to the Department for review and approval. Agency has selected to apply a state or federally approved indirect cost rate. A federally approved rate agreement or indirect cost allocation plan (ICAP) must be submitted annually. f. Agency Compliance with Laws, Rules, and Regulations, Guidelines, and Standards. The Agency shall comply and require its contractors and subcontractors to comply with all terms and conditions of this Agreement and all federal, state, and local laws and regulations applicable to this Project. 61 g. PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02120 Claims and Requests for Additional Work. The Agency shall have the sole responsibility for resolving claims and requests for additional work for the Project. The Agency will make best efforts to obtain the Department's input in its decisions. The Department is not obligated to reimburse for claims or requests for additional work. 12. Contracts of the Agency: a. Approval of Third Party Contracts. The Department specifically reserves the right to review and approve any and all third party contracts with respect to the Project before the Agency executes or obligates itself in any manner requiring the disbursement of Department funds, including consultant and purchase of commodities contracts, or amendments thereto. If the Department chooses to review and approve third party contracts for this Project and the Agency fails to obtain such approval, that shall be sufficient cause for nonpayment by the Department. The Department specifically reserves unto itself the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of the same. If Federal Transit Administration (FTA) funds are used in the Project, the Department must exercise the right to third party contract review. b. Procurement of Commodities or Contractual Services. It is understood and agreed by the Parties hereto that participation by the Department in a project with the Agency, where said project involves the purchase of commodities or contractual services where purchases or costs exceed the Threshold Amount for CATEGORY TWO per Section 287.017, Florida Statutes, is contingent on the Agency complying in full with the provisions of Section 287.057, Florida Statutes. The Agency's Authorized Official shall certify to the Department that the Agency's purchase of commodities or contractual services has been accomplished in compliance with Section 287.057, Florida Statutes. It shall be the sole responsibility of the Agency to ensure that any obligations made in accordance with this Section comply with the current threshold limits. Contracts, purchase orders, task orders, construction change orders, or any other agreement that would result in exceeding the current budget contained in Exhibit "B", Schedule of Financial Assistance, or that is not consistent with the Project description and scope of services contained in Exhibit "A", Project Description and Responsibilities must be approved by the Department prior to Agency execution. Failure to obtain such approval, and subsequent execution of an amendment to the Agreement if required, shall be sufficient cause for nonpayment by the Department, in accordance with this Agreement. c. Consultants' Competitive Negotiation Act. It is understood and agreed by the Parties to this Agreement that participation by the Department in a project with the Agency, where said project involves a consultant contract for professional services, is contingent on the Agency's full compliance with provisions of Section 287.055, Florida Statutes, Consultants' Competitive Negotiation Act. In all cases, the Agency's Authorized Official shall certify to the Department that selection has been accomplished in compliance with the Consultants' Competitive Negotiation Act. d. Disadvantaged Business Enterprise (DBE) Policy and Obligation. It is the policy of the Department that DBEs, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with Department funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The Agency and its contractors agree to ensure that DBEs have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBEs have the opportunity to compete for and perform contracts. The Agency and its contractors and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. 62 GRANT AGREEMENT 13. Maintenance Obligations. In the event the Project includes construction or the acquisition of commodities then the following provisions are incorporated into this Agreement: a. The Agency agrees to accept all future maintenance and other attendant costs occurring after completion of the Project for all improvements constructed or commodities acquired as part of the Project. The terms of this provision shall survive the termination of this Agreement. 14. Sale, Transfer, or Disposal of Department -funded Property: a. The Agency will not sell or otherwise transfer or dispose of any part of its title or other interests in real property, facilities, or equipment funded in any part by the Department under this Agreement without prior written approval by the Department. b. If a sale, transfer, or disposal by the Agency of all or a portion of Department -funded real property, facilities, or equipment is approved by the Department, the following provisions will apply: i. The Agency shall reimburse the Department a proportional amount of the proceeds of the sale of any Department -funded property. ii. The proportional amount shall be determined on the basis of the ratio of the Department funding of the development or acquisition of the property multiplied against the sale amount, and shall be remitted to the Department within ninety (90) days of closing of sale. iii. Sale of property developed or acquired with Department funds shall be at market value as determined by appraisal or public bidding process, and the contract and process for sale must be approved in advance by the Department. iv. If any portion of the proceeds from the sale to the Agency are non-cash considerations, reimbursement to the Department shall include a proportional amount based on the value of the non-cash considerations. c. The terms of provisions "a" and "b" above shall survive the termination of this Agreement. i. The terms shall remain in full force and effect throughout the useful life of facilities developed, equipment acquired, or Project items installed within a facility, but shall not exceed twenty (20) years from the effective date of this Agreement. ii. There shall be no limit on the duration of the terms with respect to real property acquired with Department funds. 15. Single Audit. The administration of Federal or State resources awarded through the Department to the Agency by this Agreement may be subject to audits and/or monitoring by the Department. The following requirements do not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of Federal awards or State financial assistance or limit the authority of any state agency inspector general, the State of Florida Auditor General, or any other state official. The Agency shall comply with all audit and audit reporting requirements as specified below. Federal Funded: a. In addition to reviews of audits conducted in accordance with 2 CFR Part 200, Subpart F — Audit Requirements, monitoring procedures may include but not be limited to on-site visits by Department staff and/or other procedures, including reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to Federal awards provided 63 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperatefully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, State of Florida Chief Financial Officer (CFO), or State of Florida Auditor General. b. The Agency, a non -Federal entity as defined by 2 CFR Part 200, Subpart F — Audit Requirements, as a subrecipient of a Federal award awarded by the Department through this Agreement, is subject to the following requirements: i. In the event the Agency expends a total amount of Federal awards equal to or in excess of the threshold established by 2 CFR Part 200, Subpart . F — Audit Requirements, the Agency must have a Federal single or program -specific audit conducted for such fiscal year in accordance with the provisions of 2 CFR Part 200, Subpart F — Audit Requirements. Exhibit "H", Audit Requirements for Awards of Federal Financial Assistance, to this Agreement provides the required Federal award identification information needed by the Agency to further comply with the requirements of 2 CFR Part 200, Subpart F — Audit Requirements. In determining Federal awards expended in a fiscal year, the Agency must consider all sources of Federal awards based on when the activity related to the Federal award occurs, including the Federal award provided through the Department by this Agreement. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by 2 CFR Part 200, Subpart F — Audit Requirements. An audit conducted by the State of Florida Auditor General in accordance with the provisions of 2 CFR Part 200, Subpart F — Audit Requirements, will meet the requirements of this part. ii. In connection with the audit requirements, the Agency shall fulfill the requirements relative to the auditee responsibilities as provided in 2 CFR Part 200, Subpart F — Audit Requirements. iii. In the event the Agency expends Tess than the threshold established by 2 CFR Part 200, Subpart F — Audit Requirements, in Federal awards, the Agency is exempt from Federal audit requirements for that fiscal year. However, the Agency must provide a single audit exemption statement to the Department at FDOTSingleAuditCcildot.state.fl.us no later than nine months after the end of the Agency's audit period for each applicable audit year. In the event the Agency expends Tess than the threshold established by 2 CFR Part 200, Subpart F Audit Requirements, in Federal awards in a fiscal year and elects to have an audit conducted in accordance with the provisions of 2 CFR Part 200, Subpart F — Audit Requirements, the cost of the audit must be paid from non -Federal resources (i.e., the cost of such an audit must be paid from the Agency's resources obtained from other than Federal entities). iv. The Agency must electronically submit to the Federal Audit Clearinghouse (FAC) at https://harvester.census.00v/facweb/ the audit reporting package as required by 2 CFR Part 200, Subpart F — Audit Requirements, within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period. The FAC is the repository of record for audits required by 2 CFR Part 200, Subpart F — Audit Requirements. However, the Department requires a copy of the audit reporting package also be submitted to FDOTSingleAuditedot.state.fl.us within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period as required by 2 CFR Part 200, Subpart F — Audit Requirements. v. Within six months of acceptance of the audit report by the FAC, the Department will review the Agency's audit reporting package, including corrective action plans and 64 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02120 management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has beentaken pertaining to the Federal award provided through the Department by this Agreement. If the Agency fails to have an audit conducted in accordance with 2 CFR Part 200, Subpart F — Audit Requirements, the Department may impose additional conditions to remedy noncompliance. If the Department determines that noncompliance cannot be remedied by imposing additional conditions, the Department may take appropriate actions : to enforce compliance, which actions may include but not be limited to the following: 1. Temporarily withhold cash payments pending correction of the deficiency by the Agency or more severe enforcement action by the Department; 2. Disallow (deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance; 3. Wholly or partly suspend or terminate the Federal award; 4. Initiate suspension or debarment proceedings as authorized under 2 C.F.R. Part 180 and Federal awarding agency regulations (or in the case of the Department, recommend such a proceeding be initiated by the Federal awarding agency); 5. Withhold further Federal awards for the Project or program; 6. Take other remedies that may be legally available. vi. As a condition of receiving this Federal award, the Agency shall permit the Department or its designee, the CFO, or State of Florida Auditor General access to the Agency's records, including financial statements, the independent auditor's working papers, and project records as necessary. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is complete or the dispute is resolved. vii. The Department's contact information for requirements under this part is as follows: Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0450 FDOTSingleAuditna.dot.state.fl.us State Funded: a. In addition to reviews of audits conducted in accordance with Section 215.97, Florida Statutes, monitoring procedures to monitor the Agency's use of state financial assistance may include but not be limited to on-site visits by Department staff and/or other procedures, including reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to state financial assistance awarded through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, the Department of Financial Services (DFS), or State of Florida Auditor General. b. The Agency, a "nonstate entity" as defined by Section 215.97, Florida Statutes, as a recipient of state financial assistance awarded by the Department through this Agreement, is subject to the following requirements: In the event the Agency meets the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency must have a State single or project - specific audit conducted for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services; and 65 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. Exhibit "G", Audit Requirements for Awards of State Financial Assistance, to this Agreement indicates state financial assistance awarded through the Department by this Agreement needed by the Agency to further comply with the requirements of Section 215.97, Florida Statutes. In determining the state financial assistance expended in a fiscal year, the Agency shall consider all sources of state financial assistance, including state financial assistance received from the Department by this Agreement, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a nonstate entity for Federal program matching requirements. ii. In connection with the audit requirements, the Agency shall ensure that the audit complies with the requirements of. Section 215.97(8), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(e), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. iii. In the event the Agency does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency is exempt for such fiscal year from the state single audit requirements of Section 215.97, Florida Statutes. However, the Agency must provide a single audit exemption statement to the Department at FDOTSinaleAudit(a.dot.state.fl.us no later thannine months after the end of the Agency's audit period for each applicable audit year. In the event the Agency does. not meet the audit threshold requirements established by Section 215.97, Florida Statutes, in a fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from the Agency's resources (i.e., the cost of such an audit must be paid from the Agency's resources obtained from other than State entities). iv. In accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, copies of financial reporting packages required by this Agreement shall be submitted to: Florida Department of Transportation Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0405 FDOTSinaleAudit a(�,dot.state.fl.us And State of Florida Auditor General Local Government Audits/342 111 West Madison Street, Room 401 Tallahassee, FL 32399-1450 Email: flaudgen localgovt aaaud.state.fl.us v. Any copies of financial reporting packages, reports, or other information required to be submitted to the Department shall be submitted timely in accordance with Section 215.97, Florida Statutes, and Chapters 10.550 (local govemmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable. vi. The Agency, when submitting financial reporting packages to the Department for audits done in accordance with Chapters 10.550 (local governmental entities) or 66 GRANT AGREEMENT 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date the reporting package was delivered to the Agency in correspondence accompanying the reporting package. vii. Upon receipt, and within six months, the Department will review the Agency's financial reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate corrective action on all deficiencies has been taken pertaining to the state financial assistance provided through the Department by this Agreement. If the Agency fails to have an audit conducted consistent with Section 215.97, Florida Statutes, the Department may take appropriate corrective action to enforce compliance. viii. As a condition of receiving state financial assistance, the Agency shall permit the Department or its designee, DFS, or the Auditor General access to the Agency's records, including financial statements, the independent auditor's working papers, and project records as necessary. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is complete or the dispute is resolved. c. The Agency shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of five years from the date the audit report is issued and shall allow the Department or its designee, DFS, or State of Florida Auditor General access to such records upon request. The Agency shall ensure that the audit working papers are made available to the Department or its designee, DFS, or State of Florida Auditor General upon request for a period of five years from the date the audit report is issued, unless extended in writing by the Department. 16. Notices and Approvals. Notices and approvals referenced in this Agreement must be obtained in writing from the Parties' respective Administrators or their designees. 17. Restrictions, Prohibitions, Controls and Labor Provisions: a. Convicted Vendor List. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. b. Discriminatory Vendor List. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. c. Non -Responsible Contractors. An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied, or have further been determined by the Department to be a non -responsible contractor, may not submit a bid or perform work for the construction or repair of a public building or public work on a contract with the Agency. 67 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 d. Prohibition on Using Funds for Lobbying. No funds received pursuant to this Agreement may be expended for lobbying the Florida Legislature, judicial branch, or any state agency, in accordance with Section 216.347, Florida Statutes. e. Unauthorized Aliens. The Department shall consider the employment by any contractor of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the contractor knowingly employs unauthorized aliens, such violation will be cause for unilateral cancellation of this Agreement. f. Procurement of Construction Services. If the Project is procured pursuant to Chapter 255, Florida Statutes, for construction services and at the time of the competitive solicitation for the Project, 50 percent or more of the cost of the Project is to be paid from state -appropriated funds, then the Agency must comply with the requirements of Section 255.0991, Florida Statutes. g. E -Verify. The Agency shall: i. Utilize the U.S. Department of Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by the Agency during the term of the contract; and ii. Expressly require any subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security's E - Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. h. Design Services and Construction Engineering and Inspection Services. If the Project is wholly or partially funded by the Department and administered by a local governmental entity, except for a seaport listed in Section 311.09, Florida Statutes, the entity performing design and construction engineering and inspection services may not be the same entity. 18. Indemnification and Insurance: a. It is specifically agreed between the Parties executing this Agreement that it is not intended by any of the provisions of any part of this Agreement to create in the public or any member thereof, a third party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement. The Agency guarantees the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Agency or any subcontractor, in connection with this Agreement. Additionally, the Agency shall indemnify and hold harmless the State of Florida, Department of Transportation, including the Department's officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Agency and persons employed or utilized by the Agency in the performance of this Agreement. This indemnification shall survive the termination of this Agreement. Additionally, the Agency agrees to include the following indemnification in all contracts with contractors/subcontractors and consultants/subconsultants who perform work in connection with this Agreement: "To the fullest extent permitted by law, the Agency's contractor/consultant shall indemnify and hold harmless the Agency and the State of Florida, Department of Transportation, including the Department's officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the contractor/consultant and 68 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 persons employed or utilized by the contractor/consultant in the performance of this Agreement. This indemnification shall survive the termination of this Agreement." b. The Agency shall provide Workers' Compensation Insurance in accordance with Florida's Workers' Compensation law for all employees. If subletting any of the work, ensure that the subcontractor(s) and subconsultant(s) have Workers' Compensation Insurance for their employees in accordance with Florida's Workers' Compensation law. If using "leased employees" or employees obtained through professional employer organizations ("PEO's"), ensure that such employees are covered by Workers' Compensation Insurance through the PEO's or other leasing entities. Ensure that any equipment rental agreements that include operators or other personnel who are employees of independent contractors, sole proprietorships, or partners are covered by insurance required under Florida's Workers' Compensation law. c. If the Agency elects to self -perform the Project, then the Agency may self -insure. If the Agency elects to hire a contractor or consultant to perform the Project, then the Agency shall carry, or cause its contractor or consultant to carry, Commercial General Liability insurance providing continuous coverage for all work or operations performed under this Agreement. Such insurance shall be no more restrictive than that provided by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida. The Agency shall cause, or cause its contractor or consultant to cause, the Department to be made an Additional Insured as to such insurance. Such coverage shall be on an "occurrence" basis and shall include Products/Completed Operations coverage. The coverage afforded to the Department as an Additional Insured shall be primary as to any other available insurance and shall not be more restrictive than the coverage afforded to the Named Insured. The limits of coverage shall not be less than $1,000,000 for each occurrence and not less than a $5,000,000 annual general aggregate, inclusive of amounts provided by an umbrella or excess policy. The limits of coverage described herein shall apply fully to the work or operations performed under the Agreement, and may not be shared with or diminished by claims unrelated to the Agreement. The policy/ies and coverage described herein may be subject to a deductible and such deductibles shall be paid by the Named Insured. No policy/ies or coverage described herein may contain or be subject to a Retention or a Self -Insured Retention unless the Agency is a state agency or subdivision of the State of Florida that elects to self -perform the Project. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, the Department shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The Department shall be notified in writing within ten days of any cancellation, notice of cancellation, lapse, renewal, or proposed change to any policy or coverage described herein. The Department's approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights or defenses the Department may have. d. When the Agreement includes the construction of a railroad grade crossing, railroad overpass or underpass structure, or any other work or operations within the limits of the railroad right- of-way, including any encroachments thereon from work or operations in the vicinity of the railroad right-of-way, the Agency shall, or cause its contractor to, in addition to the insurance coverage required above, procure and maintain Railroad Protective Liability Coverage (ISO Form CG 00 35) where the railroad is the Named Insured and where the limits are not less than $2,000,000 combined single limit for bodily injury and/or property damage per occurrence, and with an annual aggregate limit of not less than $6,000,000. The railroad shall also be added along with the Department as an Additional Insured on the policy/ies procured pursuant to the paragraph above. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, both the Department and the railroad 69 GRANT AGREEMENT shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The insurance described herein shall be maintained through final acceptance of the work. Both the Department and the railroad shall be notified in writing within ten days of any cancellation, notice of cancellation, renewal, or proposed change to any policy or coverage described herein. The Department's approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights the Department may have. e. When the Agreement involves work on or in the vicinity of utility -owned property or facilities, the utility shall be added along with the Department as an Additional Insured on the Commercial General Liability policy/ies procured above. 19. Miscellaneous: a. Environmental Regulations. The Agency will be solely responsible for compliance with all applicable environmental regulations and for any liability arising from non-compliance with these regulations, and will reimburse the Department for any Toss incurred in connection therewith. b. Non -Admission of Liability. In no event shall the making by the Department of any payment to the Agency constitute or be construed as a waiver by the Department of any breach of covenant or any default which may then exist on the part of the Agency and the making of such payment by the Department, while any such breach or default shall exist, shall in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default. c. Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance, the remainder would then continue to conform to the terms and requirements of applicable law. d. Agency not an agent of Department. The Agency and the Department agree that the Agency, its employees, contractors, subcontractors, consultants, and subconsultants are not agents of the Department as a result of this Agreement. e. Bonus or Commission. By execution of the Agreement, the Agency represents that it has not paid and, also agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder. f. Non -Contravention of State Law. Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision or perform any act or do any other thing in contravention of any applicable state law. If any of the provisions of the Agreement violate any applicable state law, the Agency will at once notify the Department in writing so that appropriate changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the Project. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same Agreement. A facsimile or electronic transmission of this Agreement with a signature on behalf of a party will be legal and binding on such party. g. h. Federal Award Identification Number (FAIN). If the FAIN is not available prior to execution of the Agreement, the Department may unilaterally add the FAIN to the Agreement without approval of the Agency and without an amendment to the Agreement. If this occurs, an 70 PUBLIC TRANSPORTATION GRANT AGREEMENT DEVELOPMENT OGC 02/20 updated Agreement that includes the FAIN will be provided to the Agency and uploaded to the Department of Financial Services' Florida Accountability Contract Tracking System (FACTS). i. Inspector General Cooperation. The Agency agrees to comply with Section 20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. J• Law, Forum, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. In the event of a conflict between any portion of the contract and Florida law, the laws of Florida shall prevail. The Agency agrees to waive forum and venue and that the Department shall determine the forum and venue in which any dispute under this Agreement is decided. IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year written above. AGENCY Indian River County BOCC By: Name: Title: STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION By: Name: Steven C. Braun, P.E. Title: Director of Transportation Development STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION Legal Review: 71 PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT A Project Description and Responsibilities DEVELOPMENT OGC 02120 A. Project Description (description of Agency's project to provide context, description of project components funded via this Agreement (if not the entire project)): provision of CARES Act 5311 funding for COVID-19 related operating assistance to Indian River County BOCC for its non -urbanized area public transportation. B. Project Location (limits, city, county, map): Indian River County MPO/Vero Beach, FUlndian River C. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): The CARES Act provides funds to agencies to prevent, prepare for, and respond to COVID-19. This project will support non -urbanized public transportation services related to preventing, preparing for, and responding to COVID-19. Eligible COVID-19 related expenses incurred on or after January 20, 2020 are billable towards this agreement. D. Deliverable(s): 1) Refer to Exhibit E and Exhibit F of PTGA. 2) Comply with Transparency Act, where applicable. 3) Recipients providing fixed -route service can segregate urbanized and non -urbanized miles based on route maps and allocate system -wide costs accordingly. Drivers' logs can be maintained to segregate mileage or hours inside and outside the urbanized area. 4) Certification verifying adoption of a System Safety Program Plan. 5) Quarterly reports submitted with invoices. 6) Submit invoice every three (3) months, at minimum. 7) Ensure that funds are used to prevent, prepare for, and respond to COVID-19. 8) If the Grantee does not show a steady use of the funds, the Department will consider closing the PTGA and reallocating the amount available for the Grantee's use. The project scope identifies the ultimate project deliverables. Deliverables for requisition, payment and invoice purposes will be the incremental progress made toward completion of project scope elements. Supporting documentation will -be quantifiable, measurable, and verifiable, to allow for a determination of the amount of incremental progress that has been made, and provide evidence that the payment requested is commensurate with the accomplished incremental progress and costs incurred by the Agency. E. Unallowable Costs (including but not limited to): candy, alcohol, decorations, greeting cards, lobbying, personal cell phones, office parties, entertainment, food, fans, coffee pots, portable heaters, refrigerators, microwave ovens, congratulatory telegrams, refreshments, banquets, catering, gifts/flowers, promotional items. F. Transit Operating Grant Requirements (Transit Only): 72 PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS DEVELOPMENT OGC 02/20 Transit Operating Grants billed as an operational subsidy will require an expenditure detail report from the Agency that matches the invoice period. The expenditure detail, along with the progress report, will be the required deliverables for Transit Operating Grants. 73 PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT B DEVELOPMENT OGC 02/20 Schedule of Financial Assistance TRANSIT OPERATING ONLY FUNDS AWARDED TO THE AGENCY PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: A. Fund Type and Fiscal Year: Financial Project Number Fund Type FLAIR Category State Fiscal Year Object Code CSFAI CFDA Number CSFA/CFDA Title or Funding Source Description Funding Amount 407182-3-84-01 DUCA 088774 2020 780000 20.509 Formula Grants for Rural Areas $246,951 $0 $0 Total Financial Assistance $246,951 B. Operations Phase - Estimate of Project Costs by Budget Category: Budget Categories Operations (Transit Only) * State Local Federal Total Salaries $0 $0 $0 $0 Fringe Benefits $0 $0 $0 $0 Contractual Services $0 $0 $246,951 $246,951 Travel $0 $0 $0 $0 Other Direct Costs $0 $0 $0 $0 Indirect Costs $0 $0 $0 $0 Totals $0 $0 $246,951 $246,951 * Budget category amounts are estimates and can be shifted between items without amendment (because they are all within the Operations Phase). C. Cost Reimbursement The Agency will submit invoices for cost reimbursement on a: _ Monthly X Quarterly Other: basis upon the approval of the deliverables including the expenditure detail provided by the Agency. BUDGET/COST ANALYSIS CERTIFICATION AS REQUIRED BY SECTION 216.3475, FLORIDA STATUTES: I certify that the cost for each line item budget category has been evaluated and determined to be allowable, reasonable, and necessary as required by Section 216.3475, Florida Statutes. Documentation is on file evidencing the methodology used and the conclusions reached. Paula Scott Department Grant Manager Name Signature Date PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT D AGENCY RESOLUTION PLEASE SEE ATTACHED DEVELOPMENT OGC 02/20 75 20 of 25 PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT E PROGRAM SPECIFIC TERMS AND CONDITIONS — TRANSIT (Section 5311: Formula Grants for Rural Areas) This exhibit forms an integral part of the Agreement between the Department and the Agency. DEVELOPMENT OGC 02120 The Agency, as the "subrecipient", shall comply with the following requirements: 1. Conformance with Enabling Legislation. This Agreement is in conformance with Section 5311 of the Federal Transit Act of 1991, as amended (49 U.S.C. 5311) and Section 341.051(1)(a), F.S. 2. Prevention Programs. The Section 5311 subrecipient shall establish and implement anti-drug and alcohol. misuse prevention programs in accordance with the terms of 49 CFR 655, 49 U.S.C. 5331, and 49 CFR 40. 3. Adherence to Certifications and Assurances. The Section 5311 subrecipient shall ensure adherence with all federally required certifications and assurances made in its application to the Department for Section 5311 funds. 4. FTA Compliance. The Section 5311 subrecipient shall at all times comply with all applicable. Federal Transit Administration ("FTA") regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between the Department and FTA, as they may be amended or promulgated from time to time during the term of this contract. Failure to comply shall constitute a material breach of this contract. 5. Charter Operation. The Section 5311 subrecipient agrees to comply with 49 U.S.C. 5323(d), (r) and 49 CFR 604, which provide that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation. 6. Exclusive Operation. Pursuant to 69 U.S.C. 5323(f) and 49 CFR 605, the Section 5311 subrecipient of FTA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, subrecipients may not use federally funded equipment, vehicles, or facilities. 7. Buy America. The Section 5311 subrecipient agrees to comply with Buy America requirements outlined in 49 U.S.C. 5323(j) and 49 CFR 661, if using the funds granted under this Agreement for rolling stock purchases. The recipient also agrees to comply with the pre -award and post delivery requirements outlined in 49 CFR 661.12. 8. Water Pollution Control. The Section 5311 subrecipient agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, codified at 33 U.S.C. 1251 et seq., as amended, if the agreement exceeds $100,000. 9. Anti -Lobbying. The Section 5311 subrecipient agrees to comply with the requirements pursuant to Byrd Anti - Lobbying Amendment, 31 U.S.C. 1352(b)(5). 10. Bonding Requirements. If this Agreement is for a construction Project over $150,000 the recipient must adhere to FTA's bonding requirements as outlined in the Best Practices Procurement Manual. 11. Clean Air Act. The 5311 subrecipient agrees to comply with applicable standards, orders or regulations issued pursuant to the Clean Air Act, 42 U.S.C. 7401 et seq., as amended, if this Agreement exceeds 76 PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS $150,000. DEVELOPMENT OGC 02/20 12. Resource Conservation and Recovery Act (RCRA). The 5311 subrecipient agrees to comply with all the requirement of Section 6002 of the Resource Conservation and Recovery Act (RCRA), 49 U.S.C. 6962, as amended, including but not limited to the regulatory provisions of 40 CFR 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR 247. 13. Davis -Bacon and Copeland Anti -kickback. The 5311 subrecipient agrees to comply with the Davis -Bacon and Copeland Anti -kickback Acts as codified at 40 U.S.C. 3141 et seq. and 18 U.S.C. 874 for any agreement exceeding $2,000. 14. Contract Work Hours and Safety Standards. For any contract over $2,000 the 5311 subrecipient agrees to comply with the Contract Work Hours and Safety Standards Act, codified at 40 U.S.C. 3701 et seq. 15. Transit Employee Protective Agreements. The 5311 subrecipient agrees to comply with the Transit Employee Protective Agreements as codified in 49 U.S.C. 5333 and 29 CFR 215. 16. Compliance with FTA Terms and Conditions. The 5311 subrecipient shall not perform any act, fail to perform any act, or refuse to comply with any Department requests which would cause the 5311 subrecipient to be in violation of the FTA terms and conditions. 17. Annual Safety Certification. In accordance with Section 341.061, F.S., and Rule 14-90, Florida Administrative Code, the Agency shall submit, and the Department shall have on file, an annual safety certification stating that the Agency has adopted and is complying with its adopted System Safety and Security Program Plan, and has performed annual safety inspections of all buses operated. 18. Budget/cost analysis. The Agency will assist the Department by providing accurate information for the Department to create a budget/cost analysis in accordance with Section 216.3475, F.S. 19. Non -urbanized area. The Agency will provide the methodology for determining the non -urbanized area portion of their service prior to submitting the first invoice. The Agency will submit an updated methodology once per year. 20. Attorney certification. The Agency will submit an attorney certification prior to submitting the first invoice and once yearly thereafter for goods or services procured under this Agreement in accordance with Chapter 287, F.S. 21. Public Body Non -CTC Recipients. An Agency may receive 5311 funds when the Community Transportation Coordinator in the county is a private -for-profit entity. When the Agency accepts the 5311 funding, enters into a contract/PTGA with the Department, and the contracts with the Community Transportation Coordinator to provide rural general public transportation in the same service area in which the Community Transportation Coordinator is providing non -sponsored trips for the Commission for the Transportation Disadvantaged, then the non -sponsored human service transportation grant funds will be considered as eligible match for the 5311 funds. The Agency will be responsible forensuring that the Community Transportation Coordinator meets all the requirements associated with the federal funds. The Agency will be responsible for ensuringthat all dollars provided as match were for public transportation eligible trips. The Agency must keep financial records that substantiate the eligibility for the match being provided and make that documentation available to the Department on request. 22. Transit Vehicle Inventory Management. The Agency will follow the Department's Transit Vehicle Inventory Management Procedure (725-030-025i), which outlines the requirements for continuing management control, inventory transfer and disposal actions. This procedure pertains ONLY to capital procurements of rolling stock using the FTA Section 5310, Section 5311, Section 5316, and Section 5317 programs as the funding source, or where the Department participates in 50% or more of the public transit vehicle's purchase price. 77 PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS DEVELOPMENT OGC 02120 This may include vehicles purchased under the State Transit Block Grant Program, State Transit Corridor Program, State Transit Service Development Program, or other applicable Department programs. -- End of Exhibit E -- 78 PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT F Contract Payment Requirements Florida Department of Financial Services, Reference Guide for State Expenditures Cost Reimbursement Contracts DEVELOPMENT OGC 02120 Invoices for cost reimbursement contracts must be supported by an itemized listing of expenditures by category (salary, travel, expenses, etc.). Supporting documentation shall be submitted for each amount for which reimbursement is being claimed indicating that the item has been paid. Documentation for each amount for which reimbursement is being claimed must indicate that the item has been paid. Check numbers may be provided in lieu of copies of actual checks. Each piece of documentation should clearly reflect thedates of service. Only expenditures for categories in the approved agreement budget may be reimbursed. These expenditures must be allowable (pursuant to law) and directly related to the services being provided. Listed below are types and examples of supporting documentation for cost reimbursement agreements: (1) Salaries: A payroll register or similar documentation should be submitted. The payroll register should show gross salary charges, fringe benefits, other deductions and net pay. If an individual for whom reimbursement is being claimed is paid by the hour, a document reflecting the hours worked times the rate of pay will be acceptable. (2) Fringe Benefits: Fringe Benefits should be supported by invoices showing the amount paid on behalf of the employee (e.g., insurance premiums paid). If the contract specifically states that fringe benefits will be based on a specified percentage rather than the actual cost of fringe benefits, then the calculation for the fringe benefits amount must be shown. Exception: Governmental entities are not required to provide check numbers or copies of checks for fringe benefits. (3) Travel: Reimbursement for travel must be in accordance with Section 112.061, Florida Statutes, which includes submission of the claim on the approved State travel voucher or electronic means. (4) Other direct costs: Reimbursement will be made based on paid invoices/receipts. If nonexpendable property is purchased using State funds, the contract should include a provision for the transfer of the property to the State when services are terminated. Documentation must be provided to show compliance with Department of Management Services Rule 60A-1.017, Florida Administrative Code, regarding the requirements for contracts which include services and that provide for the contractor to purchase tangible personal property as defined in Section 273.02, Florida Statutes, for subsequent transfer to the State. (5) In-house charges: Charges which may be of an internal nature (e.g., postage, copies, etc.) may be reimbursed on a usage log which shows the units times the rate being charged. The rates must be reasonable. (6) Indirect costs: If the contract specifies that indirect costs will be paid based on a specified rate, then the calculation should be shown. Contracts between state agencies, and/or contracts between universities may submit alternative documentation to substantiate the reimbursement request that may be in the form of FLAIR reports or other detailed reports. The Florida Department of Financial Services, online Reference Guide for State Expenditures can be found at this web address https://www.myfloridacfo.com/Division/AA/Manuals/documents/ReferenceGuideforStateExpenditures.pdf. 79 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT H AUDIT REQUIREMENTS FOR AWARDS OF FEDERAL FINANCIAL ASSISTANCE FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS: CFDA No.: 20.509 CFDA Title: Formula Grants for Rural Areas *Award Amount: $246,951 Awarding Agency: Florida Department of Transportation Indirect Cost Rate: **Award is for R&D: No *The federal award amount may change with amendments **Research and Development as defined at 2 CFR §200.87 Form 725.000-02 STRATEGIC DEVELOPMENT OGC 02120 FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE SUBJECT TO THE FOLLOWING AUDIT REQUIREMENTS: 2 CFR Part 200 - Uniform Administrative Requirements, Cost Principles & Audit Requirements for Federal Awards www.ecfr.gov FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT MAY ALSO BE SUBJECT TO THE FOLLOWING: Title 23 — Highways, United States Code htto://uscode.house.gov/browse.xhtml Title 49 — Transportation, United States Code http://uscode.house.gov/browse.xhtml MAP -21 — Moving Ahead for Progress in the 21st Century, P.L. 112-141 www.dot.gov/map21 Federal Highway Administration — Florida Division www.fhwa.dot.qov/fldiv Federal Funding Accountability and Transparency Act (FFATA) Sub -award Reporting System (FSRS) www.fsrs.00v 80 GRANT NAME: Section 5311 (CARES Act) GRANT #: G1L75 AMOUNT OF GRANT: $246,951 DEPARTMENT RECEIVING GRANT: Community Development (pass through to Senior Resource Association) CONTACT PERSON: Brian Freeman PHONE #:1772) 226-1990 1. How long is the grant for? Three Years Starting Date: January 20, 2020 2. Does the grant require you to fund this function after the grant is over? Yes X No 3. Does the grant require a match? Yes X No If yes, does the grant allow the match to, be In Kind Services? Yes No 4. Percentage of grant to match: NA % 5. Grant match amount required: $ NA 6. Where are the matching funds coming from (i.e. In Kind Services, Reserve for Contingency? NA Does the grant cover capital costs or start-up costs? Yes X No If no, how much do you think will be needed in capital costs or start-up costs? (Attach a detailed listing of costs.) 8. Are you adding any additional positions utilizing the grant funds? Yes X No If yes, please list. (If additional space is needed, please attach a schedule.) Acct. Description Position Position Position Position Position 011.12 Regular Salaries $246,951 Second Year $ $ $ 011.13 Other Salaries & Wages (PT) $ $ $ $ Fourth Year 012.11 Social Security $ $ Fifth Year $ $ 012.12 Retirement Contributions 012.13 Life and Health Insurance 012.14 Worker's Compensation 012.17 Soc. Sec. Medicare Matching TOTAL What is the total cost of each position including benefits, capital, start-up, auto expense, travel, and operating? Salaries and Benefits Operating Costs Capital Total Costs 10. What is the estimated cost of the grant to the County over five years9 $246,951 81 Grant Amount Other Matching Costs Match Total First Year $246,951 $ $ $246,951 Second Year $ $ $ $ Third Year $ $ $ $ Fourth Year $ $ $ $ Fifth Year $ $ $ $ 81 INDIAN RIVER COUNTY, FLORIDA AGENDA ITEM Assistant County Administrator / Department of General Services CONSENT AGENDA BCC Meeting 06-02-2020 Date: May 15, 2020 To: The Honorable Board of County Commissioners Thru: Jason E. Brown, County Administrator From: Michael C. Zito, Assistant County Administrator Subject: Sandridge Golf Course - Pineapple Credit Card Processing Agreement It is requested that the information herein presented be given formal consideration by the Board of County Commission at its regular meeting of June 2, 2020. DESCRIPTIONS AND CONDITIONS: The Golf Course has operated a separate remote credit card machine at the driving range for the past six years on its Range Servant ball machine. Each year the credit card reader at the driving range processes over $130,000.00 through ETS, as the merchant provider. ETS has sent notice they will be discontinuing use of the IDTECH card readers with ETS encryption. As a result, credit cards will stop working at the dispenser on June 1, 2020. The Range Servant machine will now be setup with Pineapple, which uses First Data processing. The switch also results in savings in processing fees of .5% annually resulting in a savings of $650.00 per year. In addition to the change in credit card processing, the golf course must purchase a new door for the machine with the same select touch capabilities that we currently have except for the new processor. ANALYSIS: The original agreement for ETS was signed and approved by the Board of County Commissioners on January 15, 2019. Current policies dictate that all agreements must be approved by the Board of County Commissioners. FUNDING: The $1,200.00 door purchase is considered a capital improvement and is not currently budgeted. Funding for this expense will be provided from Golf Course reserves. Under the Pineapple agreement there are no upfront costs, and transaction fees are funded from the Golf Course's credit card fees account. The savings realized under the new agreement are estimated to be approximately $250.00 through the end of the current fiscal year. 82 RECOMMENDATION: Staff respectfully requests the acceptance of the Pineapple Merchant Agreement and the approval of the unbudgeted capital in the amount of $1,200.00by the Board; and, authorize the Chairman to execute any and all documents necessary to effectuate the agreement, after review and approval by the County Attorney. Original documents to be returned to Sandridge Golf Professional to submit for authorized signature from the vendor. Final executed copy will be provided to the Clerk to the Board for permanent record. ATTACHMENT(s): 1) Original ETS Agreement signed by Board of County Commisioners on January 15, 2019 (File 18-2545) 2) Pineapple Merchant Processing Application 3) Pineapple Merchant Services Program Terms and Conditions 4) Pineapple Merchant Services Program, Part II, B. Card General Terms Addendum DISTRIBUTION: Bela Nagy, Sandridge Golf Professional APPROVED FOR AGENDA ITEM FOR JUNE 02, 2020 83 84 '31 . Merrick Bank Merchant Application and Agrecmenl Malt IP Mcrchanl 8: 394750528301 Mc 3.•.• 7992 NI111r11AN111MII:,D11Am INA [tats. - L SANORIIXiti (iOI.F (7 ill( 10114 NIAIIiI 1X11. NMIPO( 0.13m01) INDIAN RIVET( COUNTY ROAR I) (W COUNTY C'OI31\IISSIONEItS 111\A1HIN A110111fi . 5310 731(1) ST C4HNNIAIE AIN)RI:%31 A11d1tnUti 1301 27711 ST 111.11G A .. '111,1 '1 VER() RIiAC11 MW FI. /.1' 32967 PITY VE1(0 I11iAC11 1' a FI, /p 32960: In.ewPubl I'ns.P+, - (772)770.5001 - .1(7721770.5109 Gyp1•1t they (772)226.1219 .l.p.+s: 1'.. (772)770-5131 C1N IAl'1NANIV BEiI.ANA(GY 0 NINE' I'A) II, AINNII-.aa J I)NAGY(011(C(iOV.CUAI(112)770.5003' ('1I:M.1111• VI' II111'NAI 1.\N 101 1 S9 -6000(17.I 101 t llttatax:Al11IN l'INIII•NII.Y IAIJ: NAYAUNI"MITIS? 014 ®Yet 1n.r. plow r•osni 1 IIAV AUillt'IIA/lt 4N IIl1Nl:RNN41IRYIIAI,%1:VI11 111.1,1IRMINAI 1'11I111.N1AI'I'FI.11h'I. 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N.we In•nln laL• M.n.r /{.(i in--- �.{(,'I �1 (/L1' ` K�C ' 84 ' MO7f0 OUCSI IONNAlNE, COMPLETE THIS FICTION 1F PNOCESSIN(: 1.445 T)1.1N 73•b CARO PNFCENT: :IMO rwrmoluw JFoie.'webIhuireuel Comma 1•.Miitelemna•ur T. hMhd..Muln.K 0 0.''paprhnago0ne 0tin itl.Mlalot. 0Innnl 0Ihen'th4s4,lt•0;ueo.P..Caul., D''"" D"' . 1'n.rnutrd'outwit ett.u' Td4.t,neFoJet. 4141 hta,I to, Ookd 04 I1nenn111.ke• _ , IoM N h. ph.t.e. ME ...KW o Meirhot O f.IJInW/'ctan mean rb ennstsNa ra3 refmmdi•et nno the ltnnuinp rynem! DMml m El IW' C'» 04'0.0,, If esNn.nJ pnmmn uditmmnm440.tn 4l lwnnel,is pymere d.unl trot, e.)SSI..n Isnot 0 ' 0Ye. IfMon'um h on01on0KNe Mceunl. i, n Mcdun Cellifwatenilited7 0 N 0Yes o)e ... 400U. ea. fnt;ntmp 4.finits.e l'enrnnethrIst l'eINliieir ops 410, IIIc 1.1'nuw. air ❑inh,uanl �Nnnl 1a.)mi mon Ow onkheN.n.nc.t1 On- -otos I. ice mode omelet too Iumtef.;lotion! �N0 0Yet Aar, chore netru1inn. Ism Most loon prnh.1.1•44! deo lth.rhyn the wthat Ulm nine nn.Nuel/ pxJnadylSM hl 0111stcluot 0 tat.l IkInn),n'a,lMnredN! N IMPORTANT INFORMATION MI01114110C3111R1:5 FOR OPEN IN(: A NEW ACCOUNT To rep the pn.rnen Ogle 4' foldout of Knott,. and tootle) I.mldetinC .holies, Federal tau [ceui,, aR YIm0W intHmwr 10 obl.rio. .onto ad 4,41,1,4 infolmMnu 1hw nk Whet eat, porton 'alto ohm* anturn ATM IIsi. I01ntlt fol )aa. When .hat own an Neotal. we mill all for )ow nun, ].10,0-44, Nle of bink .and ober infonantnn Iho u4U aa w Ia blood) ) 0.1. nit alu..u1 lot a 004) d .i.b04ter 1 .inn dos et', 1'100 04(:4 innelf,Ing da[twvnit 1 MF RCHANT APPLICATI//NAND AtiltrrMENT ACCFPTAN('F.(Candi allied lean. am defined Inlhl.Acapinete nation lone Oar tueaeln84.,Ifat th In the Tenni anti [LWIIMn. [action) . '111 e00011lrp Ihh hkrtl.. Application on behalf n de , :coon &unit.; Am. Chienhanl•), the wodentped Idhth414) Npn,en(41. nateantio. and a,4ow4Jvitt1 dor (14 MI ...remotion modem) in Ib. Moth., A ,4kaeo CApp)katkn•) h hoe, cornet and complete ac of the dale of din Apptlholow loll If the M:khan Is a 00 4.. limited IIab44. connutn, et pnsohlp 111 idhidnaiol etecnlma t.. Anewelwi '110x0 the omit* (opal woo and ,whom) to emyke sed natio Out A;.pikel)on on behalf of the h10.1N ad b nnle ad reside d1 a4onkJonavt. adhen.a4o,n and nancn.os to fowl, keen, en betulf of do hklclum and nditidwR.: Bill The idwma1a inatitned in this App)kmbn is pan -kW (w die µierie of obtaining. of naanu0in4 a 0nMun n1a0n fat 111 hknhno ooh Dim 5pmot Dad ('HANK', rd IIANK Hill 'oh oa to informeden gm%440 Wein to hal oppie,al martin anf in tolling the walkable 0itee.,. Rale. Ammo -KO Ai creta 11[4,. end Apposed hlnAd) Ila.dmn Whew: owl RANK o a talo ed be inidlInfale, 0e., tWflh tot w..tent or *Wath medic bureow/ageton,. to credit .f dY hk1W4 and cath Altot lined en Mit Applieauwt 4,l HANK uti *tonna tel tutee, foot and ,hxect and md) hist/hot of I' :pp00.4 nett eel to M,nlont 444)ttl), and tOverplamt of hktektort Nn settled Nawde4),. hiNulw a1Nel to µ1) well ammo' ' fro: dill The 4kehml Asean6n ww MI Ute Nth; Hall Mtnlun hos Odes Jammed Iw I(ANK ad omocha. eun4o, hat been honed b hliclunl.• and Nei) The uMcnlannd lot touched esti. udetwool. de -/Wisdom AgreemAgreement.n a. which inn d ogoraIed heroIp lchteme thereto, aago.wt 410141 of 10 *mahout 1babe booed b) do tenet of loth Nicotine AplcelM0. TW aenhan on ohne WWII dos Apphialion it king 0.1.041.04 oclootd,Jgct da. of Mil Applltatiou It king uannnJ b 4.400411 grata se 410 4144.00 Pant, I(IS IURRIRATIUN u*R may alt, be a pew to flat Modulo Agreement In nob 0,1e, Merlon alnuk3pet tut FAS (It)RPORA1(11N will ash on 1W etpmcaalla0* ail eisrennn set tont, in ds.. Application ]fa Menton A4.ef:n and Foden otern4t tpY.fkdw pro44,*4l A,aelawn or appiimble gni.ETS CORPORATION n ill tote ell the dol 0f IANK node '''-j NS,. and Ail= to ❑R) c10ein4 Ilia boot. Mt tw1 opts.%of teething Comm e00men'klwileting cetmesmkafmw (met Atmrkae R.pe.t ,1,' M4I1C11ANT: n A •'011 � nAritiv 7 MIL& 14i] e. u a%.2.01Lrf. I Print N,me; Wb: 'C); G . fe f CONTIN' 4415ONA1 f.11ARANIT PROVISION —PIN.MNA1./i17AIIANTl/R *CYpN.Wed ten. 0110,,,Tri)4 Ij'[{4 4'' aetl4nhsteHe meants/)[nm %oh beton In the Terme and C,JI,;bwanton) ,,40n) Of ti4rdn4 4vbn, In(4.,) at n 11 p•Gwmmer•) (eNote aM t 01I) 4)1 done it nen nyr,< f71vNU�irt 00)d 104(4 I.uxmxktl le ETS COIIPONATION vM BANK Ne Y�r , n+tm ani An ..x, lmpkle Rdonn+Ke Of:. Of ', M 4f ilbt hknhwo 1kn.f1W abort nolo 110 hit Muse Ah OPO) titre, toclaW,0, o (41, hnn1tbAall winds. d rd.. of )tv Mand an a Wow. hwabk a de hfe41,011 Mat/ (01ch.H A1;nY+nmO, gra-hdiet, nmlbin hniolkrt etwtet. Imi 1•110:11/41n):46' -0[1R/ ogre/o1 [. .h at a[[ot[7'a frac and toxo meal1Nrrnramamong . mW[ things nn CIS CORPORATION to UMW ext 4atanl pdwei,vec•.aa (hoot'aO) Gonia.°. if Ito hltnlwa 1u1t b perform am ob(pdon of pg ult tat hIcrchatmot u� ww'11' Agreement Foch (4,o,o[w ogee• dm haft o, ►. hablh %edit Mit 1ean'nl nil! tut le limo. m ire, - arc; (1) Me Merlon Apncaem tnx.A W .done. aaliau IW hknhod fa.. n it•�41041 in4, unlanl hooDdm, b,WtteMt pmco[dinp. 171 ether TS BIORPORA'NIN w IIANK 344044 en dunes w a04an:W400 le 0.4,chaN 'Agecnoen, will. or x111101 mine to 0.anne%, (71 Ell CO TTION or, HANK tetwtet en) ally (:nnx.n4 et 11: hknhnil been m) eblj(0b. undo do Meehan .41,00001, (41 mry Wit rrgotelen. et male , mel .pn•Ik aldhom4 affnll R1 tghlt it x4400 .4,. PORMION. M.nhsR1 or HANK male* IIs hknluu ,111nman: and -01 (<4 Yb thing .4 lumen Ms ma) Who do Nphd of eilb o INS COAPIN)ATION w RAN - -' 4 IW 41knha4 a. an) 'alts a Patch 0.16x44*/' loather 'ago. dui• tat ):IS 1114D1N1AN11N and I4,0NK ea.h m dila) enoewp any of i[ dales wok% 1kt tummy w'euin hrthgi YOGA Ifyg4.c wd t0N44-aah'eu .< kabk it „ ' I. "Whew Ib/ ITS CORPORATION Hal RANK meth can .knud pn tela fent wall Cuumnb,' r4Rw Eno se.(Ir0 anent.. hum do Meolun et xn, 04011 Oras i e'w• term .n) 0044141, WY tq" to . ' • d k) Nott (Iwm0..0 nal pa,' eh caw Tetit, 01bi 7't nut. and ,alletmbto cant iernst4 b) 0x101 ITS CORPORATION as do RANK to concoct.. with i' enforcement hat %le Piech, u Afe <•m"e% oo,00; :'thee Mt it a lino*, aM tech' oddil4.A hot and tont at not he detected b, a mutt It d1 4.ktue n a commlbtler booed habilA) camp00 thit(«uam' mun he 0tn'me4 by o/pdniJo� enf&ler/Arnl. Pnaipl el. �+� P[innpd a7.. 01,10. hoc pole.Woe. x 18014 SW.ARI .66"" Dale: nils Nobe X One' APPIIOVED AS TO FORM ATTEST: Jeffrey R. Smith, Clerk of Court apfComptroll Depuji Clerk. AND LEGAL SUFFICIENCY YLAN REIN(? )LD COUNTY ATTORNEY BY: 85 IIANK DISCI,OSUILE Member Honk Information: Menick honk. 135 Crossways Pink I)r North. Sum A100 Woodhnp•. NY 11797 • MIMIC (800) ?67-2256 impen N•uk Is.pnadhIMk. 1 Mosul IIW Isle ...l. tottrapmned N eok out reeptanty Veu pU.lu.n&Stoll). l• a Mtfh.ol } hknkl n.Ni.regrowth* tot o.h••iry hhn tools m leebret V.0 n/erory teolsi m. nth uuheiMlnohW. mmI"tatty 1 l.le a11bN., IEIS. CORK INA ION nUHbdf.•6nnine. end "miei Nl tens had. dotted (gm 1IU,m,N Merchant Information: Refer to Merchant Application Important Alerchnnt Responsibilities: I l'umNlR .nt.eWuMn elos ref met eM.loere Intnemeel. } UweN•} lout ml eWg.luA.l•el.u.mNeded.Ie.ehddI }re rnpmebbmo hard Owe A. ad .up..."de in..,. olds I.knluf At.namu .AI .could due Mm Mel low .nr MAW,. 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MI ,KnJ In Inlnteas 0.n for Coals 1,)4,240,2, tf any. oh, dimity of I.d)n,24• I1,a¢41 an. corona, 3.40010,04nqoolknlandiaw huh* or 0)Mmtr. 04403 a 14024440. or weft N 110 124.1144 Ink loon of int Irld 0nW) Nded .Io,r I. ' renpinr gad arcuate. January 1.5, 2019) w°'mla: 0401 su �U ST3Tm APPROVED AS TO FORM AND LEGAL SUFFICIENCY DYLAN REINGOLD COUNTY ATTORNEY ATTEST: Jeffrey R. Smith, erk of Co .rt and Co'. roller. BY: P ty 0'',N ISS :o= if 87 PINEAPPLE TN E M Y A 7 PAYMENT S Merchant Processing Application and Agreement Please review the information below and sign if everything looks right. If you have any questions please contact your representative. Setup Information Sales Code ONGLF19 Business Details Application Platform North Contact Information First Name ( Bela Email bnagy@ircgov.com Last Name Nagy Phone Number (772) 770-5000 Business Information NOTE: Failure to provide accurate information may result in a withholding of merchant funding per IRS regulations. (See Part IV, Section A.4 of your Program Guide for further information.) Business Legal Name Indian River County DBA Name Sandridge Golf Club Tax Filing Method EIN X Type of Ownership X Government Non -Profit Org Public Corporation SSN Tax Filing Name Indian River County Tax ID (EIN) Individual / Sole Proprietor Partnership Tax Exempt Limited Liability Company Private Corporation Stock Exchange (Only applicable for Public Corporations) Stock Ticker Symbol (NYSE or NASDAQ) rNYSE or NASDAQ Industry (MCC) X Other/Not Applicable 9399 - Government Services (Not Elsewhere Classified) Industry Options Quasi Cash Website Business Description Municipally owned Golf Driving Range Business Start Date Business Phone (772) 770-5003 88 Street Address 2 City Business Legal Mailing Address Street Address 1 State United States of America Street Address 2 City ZIP Owner Information State Country United States of America Business Owner Information Please provide the following information for each individual who owns, directly or indirectly, 25% or more of the equity interest of your business. First Name Bela Title CEO Partner Ownership Percentage CFO President COO Last Name [ Nagy Secretary SSN Mobile Phone X LLC Member Treasurer Personal Guarantee Yes Date of Birth Owner Vice President. Email bnagy@ircgov.com Street Address 2 89 J ZIP Additional Business Owner (1) First Name Date of Birth Residence Address Street Address 1 Country United States of America Last Name Mobile Phone Street Address 2 City ZIP Additional Business Owner (2) First Name Ownership Percentage Date of Birth Residence Address Street Address 1 State Country Last Name SSN Mobile Phone Street Address 2 City ZIP State Country 90 Ownership Percentage Date of Birth SSN Mobile Phone Street Address 2 City ZIP Additional Business Owner (4) First Name Ownership Percentage Date of Birth Residence Address Street Address 1 State Country Last Name SSN Mobile Phone Street Address 2 City ZIP Banking and Processing State Country Deposit and Withdrawal Bank Account Bank Name Routing Number Account Type Business Checking Account Number Savings 91 $25000 / month Product / Service Delivery Windows On average, Products / Services are delivered in 0-7 Days 15-30 Days Equipment 8-14 Days 30+ Days $12 Mode of Transaction In Person Telephone Online 100 Ok OA Must total 100% New Orders PRODUCT NAME NETWORK QTY PRICE * FREQUENCY CardPointe Gateway (RapidConnect North) Cardnet 1 Menu build requested Menu build requested Menu build requested Menu build requested Price does not include tax and shipping & handling. Ship Equipment To Ship To Attention Street Address 1 Ship To Email Street Address 2 City ZIP State Country 92 Payments Accepted f American Express Opt Blue Discover Discover Program Discover Full ACQ Discover Full ACQ Enable Incremental Authorizations American Express Amex Program X Amex OptBlue IATA/ARC Number Mastercard Discover EASI Amex ESA EBT FNS# Pricing Information Visa Discover EASI SE Debt Repayment Program Amex ESA SE Pricing Discount Frequency X Monthly Funding Rollup Net Fees and Deposits Daily Separate Fees and Deposits Individual Batches Interchange Plus Pass Through Interchange — Includes Dues and Assessments. You will be charged the applicable interchange rate from MasterCard, Visa or Discover, plus a MasterCard Assessment Fee of 0.13%, a Visa Assessment Fee of 0.1 %, or a Discover Assessment Fee of 0.13%, plus any other fees indicated on this Service Fee Schedule. (MC Assessment Fee when transaction is equal to $1,000 or more will be assessed an additional 0.01% per transaction.) American Express Assessment Fee of 0.15% Passthrough Interchange Costs Gross Interchange n Net Interchange X DISCOUNT FEES CREDIT / NON -PIN DEBIT Visa Qualified MasterCard Qualified Discover Qualified Amex Qualified 0.2 Ok 0.2 0.2 °/U 0.3 Ok 93 DISCOUNT FEES CREDIT / NON -PIN DEBIT Visa Qualified Mastercard Qualified Discover Qualified Amex Qualified DISCOUNT FEES CREDIT NON -PIN DEBIT Visa Qualified Visa Mid -Qualified Visa Non -Qualified Mastercard Qualified Mastercard Mid -Qualified Mastercard Non -Qualified Discover Qualified Discover Mid -Qualified Discover Non -Qualified Amex Qualified Amex Mid -Qualified Amex Non -Qualified Bill Back Non -Qualified Surcharge Fee (excluding interchange pass- through fees, see Section 18.1) Applies to Non-qualified MC, Visa, Discover, American Express Credit and/or Non -PIN Debit. Transactions. DISCOUNT FEES OA %o. OA OA OA OA CREDIT NON -PIN DEBIT Visa Qualified Mastercard Qualified Discover Qualified % OA 94 (See Agreement for definitions, warranty requirements, and any additional fees.) All other card association fees are passed thru at cost - NABU, APF, connectivity, & usage. Dues & Assessments Yes No Authorization & Transaction Fees FEE AMOUNT Authorization Fees (All Card Types) ACH Batch Fee Voice Authorization Fee Address Verification Fee (AVS) Transaction Fees (All Card Types) PIN Debit FEE $0.10 / Each $0.05 / Each $0.00 / Each $0.05 / Each $0.00 / Each AMOUNT Discount Fee Transaction Fee EBT FEE / Each AMOUNT Transaction Fee Voyager FEE / Each AMOUNT Authorization Fee Sales Discount Wright Express FEE / Each AMOUNT Discount Fee Transaction Fee Chargeback Fee Retrieval Fee / Each / Each / Each 95 FEE AMOUNT Setup Fee CardPointe Monthly Platform Fee Gateway Transaction Fee Gateway Monthly Fee $0.00 (One Time) $20.00 / Monthly $0.00 / Each $0.00 / Monthly FEE AMOUNT Clover Security Fee TransArmor FEE / Monthly AMOUNT TransArmor Token and Encrypt Fee Clover Fees FEE $0.00 / Monthly AMOUNT Clover Go Service Fee, Per MID Monthly and Miscellaneous Fees FEE $0.00 / Monthly AMOUNT Application Fee Minimum Processing Fee DDA Rejects Statement. Fee Data Breach Fee Chargeback Fee Retrieval Fee Annual Membership Fee Regulatory Product Fee PCI Non -Compliance Fee Wireless Fee Wireless Activation Fee PCI Annual Fee $0.00 (One Time) $0.00 / Monthly $0.00 / Each $0.00 / Monthly $0.00 / Monthly $10.00 / Each $5.00 / Each $0.00 / Annual $0.00 / Monthly $29.95 / Monthly $0.00 / Monthly $0.00 (One Time) $0.00 / Annual Early Termination Fee The initial term of this Agreement is three years from the date of your approval by our Credit Department (the Initial Term). If you terminate this Agreement before the end of the then current term or otherwise stop processing your transactions with us, yo9iNill be By signing below, signer(s) unconditionally guarantee(s) to the Processor and its successors and assigns the full and prompt payment. when due of all its obligations of every kind andnature of Merchant arising directly or indirectly out of the Agreement and /or the TeleCheck / TRS Services Agreement or any document or agreement executed and delivered by Merchant in accordance with the terms of the Agreement. The undersigned further agrees to pay to the Processor all expenses including attorney fees and court costs) paid or incurred by the Processor in collecting such obligations and in enforcing this Guaranty. Signature Confirmation Date Agreement Approval Merchant Acceptance — Each person signing below agrees to the terms and conditions stated in the front and back of this agreement and certifies that all information provided in the application is true, correct and complete. Client acknowledges and agrees that we, our Affiliates and our third party subcontractors and/or agents may use automatic telephone dialing systems to contact Client at the telephone number(s) Client has provided in this Merchant Processing Application and Agreement and/or may leave a detailed voice message in the event that Client is unable to be reached, even if the number provided is a cellular or wireless number or if Client has previously registered on a Do Not Call list or requested not to be contacted by Client for solicitation purposes. Client hereby consents to receiving commercial electronic mail messages from us, our Affiliates and our third party subcontractors and/or agents from time to time. Each signer authorizes CardConnect LLC and/or the Member Bank or any agent of the Member Bank, to make whatever inquiries CardConnect LLC and/or the Member Bank deem appropriate to investigate, verify, or research references, statements or data, including personal credit reports for the purpose of this application. Merchant understands this agreement shall not take effect until Merchant has been approved by CardConnect LLC and/or the Member Bank and a merchant number is issued. You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq, as maybe amended from time to time, or processing and acceptance of transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq. and other laws enforced by the Office of Foreign Assets Control (OFAC). Client certifies, under penalties of perjury, that the federal taxpayer identification number and corresponding filing name provided herein are correct. Sign Your Agreement Signature CardConnect LLC Application Approved By: Signature Date Title Date Wells Fargo Bank N.A. (a member of Visa USA, Inc. and MasterCard International, Inc.) Application Approved By: Signature Processor Information Name CardConnect LLC Address 1000 Continental Drive, Suite 300, King of Prussia PA, 19406 URL www.cardconnect.com Customer Service (Phone) 1-877-828-0720 98 Merchant Services Program Terms and Conditions (Program Guide) PREFACE Thank you for selecting us for your payment processing needs. Accepting numerous payment options provides a convenience to your customers, increases your customers' ability to make purchases at your establishment, and helps speed payment to your account. Your Merchant Processing Application will indicate the types of payments and Services you have elected to accept. These Program Terms and Conditions ("the Program Guide") presents terms governing the acceptance of Visa®, Mastercard®, and Discover® Network Credit Card and Non -PIN Debit Card payments, PayPal® in-store Card payments, American Express® Card transactions and applicable Non -Bank Services. This Program Guide, your Merchant Processing Application and the schedules thereto (collectively, the "Agreement"), including, without limitation, the Interchange Qualification Matrix and American Express Program Pricing and one of the Interchange Schedules, as applicable to your pricing method as set forth in the Merchant Processing Application, contains the terms and conditions under which Processor and/or Bank and/or other third parties, will provide services . We will not accept any alterations or strike -outs to the Agreement and, if made, any such alterations or strike -outs shall not apply. Please read this Program Guide completely. You acknowledge that certain Services referenced in the Agreement may not be available to you. IMPORTANT INFORMATION ABOUT BANK'S RESPONSIBILITIES; Discover Network Card Transactions, PayPal in-store Card Transactions, American Express Card Transactions and other Non -Bank Services are not provided to you by Bank, but are provided by Processor and/or third parties. The provisions of this Agreement regarding Discover Network Card Transactions, PayPal in-store Card Transactions, American Express Card Transactions and other Non -Bank Services constitute an agreement solely between you and Processor and/or third parties. Bank is not a party to this Agreement insofar as it relates to Discover Network Card Transactions, PayPal in- store Card Transactions, American Express Card Transactions and other Non -Bank Services, and Bank is not responsible, and shall have no liability, to you in any way with respect to Discover Network Card Transactions, PayPal in-store Card Trans- actions, American Express Card Transactions and Non -Bank Services. OTHER IMPORTANT INFORMATION: Cards present risks of loss and non-payment that are different than those with other payment systems. In deciding to accept Cards, you should be aware that you are also accepting these risks. Visa U.S.A., Inc. ("Visa") Mastercard Worldwide ("Mastercard"), DFS Services LLC ("Discover Network"), PayPal, Inc. ("PayPal") and American Express Company, Inc. ("American Express") are payment card networks that electronically exchange Sales Drafts and Chargebacks for Card sales and Credits. Sales Drafts are electronically transferred from banks (in the case of Mastercard and Visa transactions) or network acquirers (in the case of Discover Network and PayPal in-store Card transactions) that acquire them from merchants such as yourself through the appropriate Card Organization, to the Issuers. These Issuers then bit their Cardholders for the transactions. The Card Organizations charge the Acquirers interchange fees, pricing and/or assessments for submitting transactions into their systems. A substantial portion of the Discount Rate or Transaction Fees that you pay will go toward these interchange fees, pricing and assessments. In order to speed up the payment process, the Issuer transfers the funds back through the Card Organization to the Acquirer at approximately the same time that the Issuer receives the electronic Sales Drafts. Even though the payments under this system are made simultaneously, all payments made through the Card Organizations are conditional and subject to reversals and adjustments. Each Card Organization has developed Card Organization Rules that govem their Acquirers and Issuers and the procedures, responsibilities and allocation of risk for this process. Merchants are also bound by Card Organization Rules and applicable laws and regulations. The Card Organization Rules and applicable laws and regulations give Cardholders and Issuers certain rights to dispute transactions, long after payment has been made to the merchant, including Chargeback rights. We do not decide what transactions are charged back and we do not control the ultimate resolution of the Chargeback. While we can attempt to reverse a Chargeback to the Issuer, we can only do so if the Issuer agrees to accept it or the Card Organization requires the Issuer to do so after a formal appeal process. Sometimes, your customer may be able to successfully charge back a Card transaction even though you have provided your goods or services and are otherwise legally entitled to payment from your customer. While you may still be able to pursue claims directly against that customer, neither we nor the Issuer will be responsible for such transactions. You will be responsible for all Chargebacks and adjustments associated with the transactions that you submit for processing. Please refer to the Glossary for certain capitalized terms used in the Agreement, including this Preface (if not defined above). Capitalized terms not otherwise defined in the Agreement may be found in the Card Organization Rules. 100 CardCo2305 CONFIRMATION PAGE PROCESSOR INFORMATION: Name: ( CardConnect LLC Address: 1000 Continental Drive, Suite 300, King of Prussia, PA 19406 URL: www.cardconnect.com Customer Service #: 1-877-828-0720 Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you. From time to time you may have questions regarding the contents of your Agreement with Bank and/or Processor or the contents of your Agreement with TeleCheck.The following information summarizes portions of your Agreement in order to assist you in answering some of the questions we are most commonly asked. 1. Your Discount Rates are assessed on transactions that qualify for certain reduced interchange rates imposed by Mastercard, Visa, Discover and PayPal. Any transactions that fail to qualify for these reduced rates will be charged an additional fee (see Section 25 of the Program Guide). 2. We may debit your bank account (also referred to as your Settlement Account) from time to time for amounts owed to us under the Agreement. 3. There are many reasons why a Chargeback may occur. When they occur we will debit your settlement funds or Settlement Account. For a more detailed discussion regarding Chargebacks see Section 14 of the Your Payments Acceptance Guide or see the applicable provisions of the TeleCheck Solutions Agreement. 4. If you dispute any charge or funding, you must notify us within 60 days of the date of the statement where the charge orfunding appears for Card Processing or within 30 days of the date of a TeleCheck transaction. 5. The Agreement limits our liability to you. For a detailed description of the limitation of liability see Section 27, 37.3, and 39.10 of the Card General Terms; or Section 17 of the TeleCheck Solutions Agreement. 6. We have assumed certain risks by agreeing to provide you with Card processing or check services. Accordingly, we may take certain actions to mitigate our risk, including termination of the Agreement, and/or hold monies otherwise payable to you (see Card Processing General Terms in Section 30, Term; Events of Default and Section 31, Reserve Account; Security Interest), (see TeleCheck Solutions Agreement in Section 7), under certain circumstances. 7. By executing this Agreement with us you are authorizing us and our Affiliates to obtain financial and credit information regarding your business and the signers and guarantors of the Agreement until all your obligations to us and our Affiliates are satisfied. 8. The Agreement contains a provision that in the event you terminate the Agreement prior to the expiration of your initial three (3) year term, you will be responsible for the payment of an early termination fee as set forth in Part IV, A. 3 under "Additional Fee Information" and Section 16.2 of the TeleCheck Solutions Agreement. 9. Card Organization Disclosure Visa and Mastercard Member Bank Information: Wells Fargo Bank, N.A. The Bank's mailing address is P.O. Box 6079, Concord, CA 94524, and its phone number is 1-844-284-6843. Important Member Bank Responsibilities: a. The Bank is the only entity approved to extend acceptance of Visa and Mastercard products directly to a merchant. b. The Bank must be a principal (signer) to the Agreement. c. The Bank is responsible for educating merchants on pertinent Visa and Mastercard rules with which merchants must comply; but this information may be provided to you by Processor. d. The Bank is responsible for and must provide settlement funds to the merchant. e. The Bank is responsible for all funds held in reserve that are derived from settlement. f. The Bank is the ultimate authority should a merchant have any problems with Visa or Mastercard products (however, Processor also will assist you with any such problems). Print Client's Business Legal Name: Important Merchant Responsibilities: a. b. c. d. e. h. Ensure compliance with Cardholder data security and storage requirements. Maintain fraud and Chargebacks below Card Organization thresholds. Review and understand the terms of the Merchant Agreement. Comply with Card Organization Rules and applicable law and regulations. Retain a signed copy of this Disclosure Page. You may download "Visa Regulations" from Visa's website at: https://usa.visa. com/damNCOM/download/about-visa/visa-rules-oublic.odf You may download "Mastercard Regulations" from Mastercard's website at: www.mastercard. us/content/dam/mccom/global/documents/mastercard-rules Rdf• You may download "American Express Merchant Operating Guide" from American Express' website at: www.americanexoress.com/us/merchant Indian River County By its signature below, Client acknowledges that it has received the Merchant Processing Application, Program Terms and Conditions [version CardCo2305] consisting of 46 pages [including this Confirmation Page and the applicable Third Party Agreement(s)]. Client further acknowledges reading and agreeing to all terms in the Program Terms and Conditions. Upon receipt of a signed facsimile or original of this Confirmation Page by us, Client's Application will be processed. NO ALTERATIONS OR STRIKE -OUTS TO THE PROGRAM TERMS AND CONDITIONS WILL BE ACCEPTED. Client's Business Principal: Signature (Please sign below): t Title Please Print Name of Signer Date 101 CardCo2305 DUPLICATE CONFIRMATION PAGE PROCESSOR INFORMATION: Name: CardConnect LLC Address: 1000 Continental Drive, Suite 300, King of Prussia, PA 19406 URL: ( www.cardconnect.com Customer Service #: l 1-877-828-0720 Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you. From time to time you may have questions regarding the contents of your Agreement with Bank and/or Processor or the contents of your Agreement with TeleCheck.The following information summarizes portions of your Agreement in order to assist you in answering some of the questions we are most commonly asked. 1. Your Discount Rates are assessed on transactions that qualify for certain reduced interchange rates imposed by Mastercard, Visa, Discover and PayPal. Any transactions that fail to qualify for these reduced rates will be charged an additional fee (see Section 25 of the Program Guide). 2. We may debit your bank account (also referred to as your Settlement Account) from time to time for amounts owed to us under the Agreement. 3. There are many reasons why a Chargeback may occur. When they occur we will debit your settlement funds or Settlement Account. For a more detailed discussion regarding Chargebacks see Section 14 of the Your Payments Acceptance Guide or see the applicable provisions of the TeleCheck Solutions Agreement. 4. If you dispute any charge or funding, you must notify us within 60 days of the date of the statement where the charge or funding appears for Card Processing or within 30 days of the date of a TeleCheck transaction. 5. The Agreement limits our liability to you. For a detailed description of the limitation of liability see Section 27, 37.3, and 39.10 of the Card General Terms; or Section 17 of the TeleCheck Solutions Agreement. 6. We have assumed certain risks by agreeing to provide you with Card processing or check services. Accordingly, we may take certain actions to mitigate our risk, including termination of the Agreement, and/or hold monies otherwise payable to you (see Card Processing General Terms in Section 30, Term; Events of Default and Section 31, Reserve Account; Security Interest), (see TeleCheck Solutions Agreement in Section 7), under certain circumstances. 7. By executing this Agreement with us you are authorizing us and our Affiliates to obtain financial and credit information regarding your business and the signers and guarantors of the Agreement until all your obligations to us and our Affiliates are satisfied. 8. The Agreement contains a provision that in the event you terminate the Agreement prior to the expiration of your initial three (3) year term, you will be responsible for the payment of an early termination fee as set forth in Part IV, A. 3 under "Additional Fee Information" and Section 16.2 of the TeleCheck Solutions Agreement. 9. Card Organization Disclosure Visa and Mastercard Member Bank Information: Wells Fargo Bank, N.A. The Bank's mailing address is P.O. Box 6079, Concord, CA 94524, and its phone number is 1-844-284-6843. Important Member Bank Responsibilities: a. The Bank is the only entity approved to extend acceptance of Visa and Mastercard products directly to a merchant. b. The Bank must be a principal (signer) to the Agreement. c. The Bank is responsible for educating merchants on pertinent Visa and Mastercard rules with which merchants must comply; but this information may be provided to you by Processor. d. The Bank is responsible for and must provide settlement funds to the merchant. e. The Bank is responsible for all funds held in reserve that are derived from settlement. f. The Bank is the ultimate authority should a merchant have any problems with Visa or Mastercard products (however, Processor also will assist you with any such problems). Print Client's Business Legal Name: Important Merchant Responsibilities: a. b. c. d. e. f. g• h. Ensure compliance with Cardholder data security and storage requirements. Maintain fraud and Chargebacks below Card Organization thresholds. Review and understand the terms of the Merchant Agreement. Comply with Card Organization Rules and applicable law and regulations. Retain a signed copy of this Disclosure Page. You may download "Visa Regulations" from Visa's website at: https.//usa.visa. com/damNCOM/download/about-visa/visa-rules-public.pdf You may download "Mastercard Regulations" from Mastercard's website at: www.mastercard. us/content/dam/mccom/global/documents/mastercard-rules RdI• You may download "American Express Merchant Operating Guide" from American Express' website at: www americanexpress.com/us/merchant. Indian River County By its signature below, Client acknowledges that it has received the Merchant Processing Application, Program Terms and Conditions [version CardCo2305] consisting of 46 pages [including this Confirmation Page and the applicable Third Party Agreement(s)]. Client further acknowledges reading and agreeing to all terms in the Program Terms and Conditions. Upon receipt of a signed facsimile or original of this Confirmation Page by us, Client's Application will be processed. NO ALTERATIONS OR STRIKE -OUTS TO THE PROGRAM TERMS AND CONDITIONS WILL BE ACCEPTED. Client's Business Principal: Signature (Please sign below): Title Please Print Name of Signer Date 103 TABLE OF CONTENTS Confirmation Page Duplicate Confirmation Page PART I: Card Services A. Your Payments Acceptance Guide Part I - Gives you information about preparing to accept transactions 1. Use of Payments Organizations' Brands 7 2. Point of Sale (POS) Reminders 7 3.•Validating the Cards 7 4. Transaction Guidelines 8 5. Security 8 6. TransArmor Services 8 7. Debit Cards..,_,. 8 8. Electronic Benefit Transfer (EBT) Transactions, 9 Part II - Gives you information about transaction types (including chargebacks and retrievals) 9. Authorizations _,.,_,,,: ..................................... ..... 10 10. Special Types of Transactions -.- 10 12. Refunds ,- 12 13. Exchanges....:: s .............. ....,........_._..._._._ 12 14. Chargebacks, Retrievals and Other Debits .,;.__:..._,_._ .,.._..,_.. 12 15. Suspect/Fraudulent Transactions _._._..__......_.. ,._. 14 Part III - Gives you helpful information, and guidelines for specific industries 16. Lost/Recovered Cards 15 17. Retention of Records 15 18. Return of Equipment 15 19. Timeframes 15 20. Additional Provisions for Specific Industries 15 Appendix 1 -Additional Provisions For Wex And Voyager ,, „ 16 Appendix 2 - Additional Provisions For American Express Transactions 17 Appendix 3 - Special Provisions For Discover Network 20 Appendix 4 - Special Provisions For PayPal 20 Appendix 5 - Special Provisions For Alipay 20 PART II: B. Card General Terms 21. Services 21 22. Your Payments Acceptance Guide; - : : 21 Card Organization Rules and Compliance 23. Settlement of Card Transactions .. 21 24. Exclusivity 21 25. Fees; Adjustments; Collection of Amounts Due 21 26. Chargebacks 22 27. Representations; Warranties; Covenants; Limitations on .._.,..,......__..,. = 22 Liability; Exclusion of Consequential Damages 28. Confidentiality.:._.,_.._,__... 23 29. Assignments 23 30. Term; Events of Default 23 31. Reserve Account; Security Interest 24 32. Financial and Other Information 24 33. Indemnification 34. Special Provisions Regarding Non -Bank Cards, 25 35. Special Provisions for Debit Card 36. Special Provisions Regarding EBT Transactions. 26 37. Special Provisions Regarding Wireless Service 27 38. Special Provisions Regarding Clover Security Plus 39. Special Provisions Regarding Payeezy Gateway Services. w, 30 40. Special Provisions Regarding Clover Insights Service, Terms and Conditions 41. Special Provisions Regarding Clover Service ..._. 35 42. Special Provisions Regarding Clover Go Service 37 (Mobile Payments) 43. Special Provisions Regarding Global ePricing Services 37 44. Choice of Law; Venue; Waiver of Jury Trial, •- „_. 38 45. Other Terms ... ,. . 38 46. Glossary �_. 40 PART III: Third Party Agreements Telecheck Solutions Agreement__.___._..................::....:..__...........,.,. ,.,,..:_:.:..::::........._. 42 PART IV: Additional Important Information For Cards A.1. Electronic Funding Authorization . 46 A.2. Funding Acknowledgement. . 46 A.3. Additional Fees and Early Termination. .. 46 A.4. 6050W of the Internal Revenue Code , 46 A.5. Addresses For Notices. , 46 104 PART I: CARD SERVICES A. YOUR PAYMENTS ACCEPTANCE GUIDE Payment acceptance solutions are an essential part of your business, and we want to make accepting payments as simple as possible for you. This part of the Program Guide (through Appendix 5), is the Your Payments Acceptance Guide. It's your quick reference to some guidelines for initiating transactions and accepting payments. You'll also find recommendations and tips to help you prevent fraud, reduce chargebacks, and properly handle payments, refunds, exchanges, and most other situations you'll encounter in your day -to day - business. To help you navigate more easily and find the information you need when you need it, we've organized this Section into three parts. At the end of the Section, you'll also find information specific to processing WEX®, USBank®, Voyager®, American Express®, Discover® and PayPal® cards payments. Keep in mind, though, these guidelines highlight only some of the Card Organization Rules that apply to your acceptance of payments. Please carefully read the Card Organization Rules for each Card brand you accept. If you have questions about initiating transactions, accepting payments or any of your other business services, please contact Customer Service at the number listed on your merchant services statement. Your Customer Service team is here to make things easier so let us know what we can do to help. American Express www.americanexpress.com/us /merchant Discover Financial Services Mastercard Worldwide Visa Inc. PayPalT" www.discovernetwork.com/merchants www.mastercard.us/content/dam /mccom/global/documents/mastercard- rules.pdf https://usa.visa.com/damNCOM /download/about-visa/visa-rules-public. pdf https:llwww.paypal.com/us/webapps /mpp/accept-payments-on I ine Part I The first step of a transaction actually begins before a customer even decides to make a purchase. This part of Your Payments Acceptance Guide reviews steps you' II need to take to ensure customers are informed of their payment options and understand the terms of sale. You'll also find tips and important reminders for validating cards in order to reduce the risk of fraud. Finally, specific procedures for accepting debit and EBT payments are outlined. If you have questions about anything discussed in this guide, please contact Customer Service at the number located on your merchant services statement. 1. Use of Payments Organizations' Brands DO'S • do prominently display relevant trademarks of the payments organizations at each of your locations, in catalogs, on websites and on other promotional material. • do only use the official trademarks of ours and of the payments organizations in the official format. DON'TS • don't indicate that we or any payments organization endorses your goods or services. • don't use the trademarks of any payments organization after: your right to accept the cards of that payment organization has ended; or that payment organization has notified you to stop using their trademarks. • don't use the trademarks of ours or of the payments organizations in any way that injures or diminishes the goodwill associated with the trademarks. • don't use our trademarks or the trademarks of the payments organizations in any manner, including in any advertisements, displays, or press releases, without our prior written consent. For special rules applying to the treatment of the American Express brand, please refer to Appendix 2. 2. Point of Sale (POS) Reminders Do clearly and conspicuously: • disclose all material terms of sale prior to obtaining an authorization; • at all points of interaction inform cardholders which entity is making the sales offer, so that the cardholders can clearly distinguish you from any other party involved in the interaction; and • disclose any discount/incentive for customers to pay with cash, check, credit card or debit card and so on. Any such discount/incentive must be offered to all customers with no special treatment for any card brand or card issuing bank. If you accept orders via the Internet, your website must include the following information in a prominent manner: • a complete description of the goods or services offered; • details of your (i) delivery policy; (ii) consumer data privacy policy; (iii) cancellation policy; and (iv) retums policy; • the transaction currency (US dollars, unless permission is otherwise received from Servicers); • the customer service contact, including email address and telephone number; • your address, including country; • the transaction security used on your website; • any applicable export or legal restrictions; • your identity at all points of interaction with the cardholder; and • the date on which any free trial period ends. If you limit refund/exchange terms or impose other specific conditions for card sales, you must clearly print (in 1/4" letters) the words "No Exchange, No Refund," etc. on the sales draft. During a liquidation or closure of any of your outlets, locations or businesses, you must post signs clearly visible to customers stating that "All Sales Are Final," and stamp the sales draft with a notice that "All Sales Are Final." 3. Validating the Cards Transactions where the cardholder is present - 'Card Present' transactions You must check the card if the cardholder is present at the point of sale; • verify that the card is legitimate and valid; • verify that the card is not visibly altered or mutilated; • capture card data using the POS device by inserting the card (chip card), swiping the card (magnetic stripe), or tapping/waving the card (contactless). • ensure that the cardholder enters their PIN using the keypad if prompted or provides their signature unless you are participating in the No Signature Required or PlNless programs; • verify the card's valid from date (if applicable) and the expiration date; • verify that the card number and expiration date on the card are the same as on the transaction receipt and the number displayed on the POS device; • verify that the name on the transaction receipt is the same as the name on the front of the card (if applicable); and • ensure that the cardholder appears to be the person shown in the photograph (for cards with a photograph of the cardholder). Transactions where the cardholder is not present - 'Card Not Present' transactions This section applies to any transaction where the cardholder is not present, such as mail, telephone, Internet and E-commerce. You may only conduct Internet transactions if you have notified us in advance and received approval. DO'S • do obtain the card account number, name as it appears date of the card, and the cardholder's statement address. • do use the Address Verification Service (AVS). If you do Customer Service immediately. • do clearly print the following on the sales draft, and cardholder at the time of delivery: — the last four digits of the cardholder's account number, —the date of transaction; — a description of the goods and services; — the amount of the transaction (including shipping, handling, insurance, etc.); — the cardholder's name, billing address and shipping address; — the authorization code; — your name and address (city and state required). • do obtain proof of delivery of the goods or services to the address designated by the cardholder or, if the cardholder collects the goods or services in person, obtain an imprint of the card. • do notify the cardholder of delivery time frames and special handling or cancellation policies. • do ship goods within 7 days from the date on which authorization was obtained. If delays are incurred (for example, out of stock) after the order has been taken, notify the cardholder and obtain fresh authorization of the transaction. on the card, expiration not have AVS, contact provide a copy to the 105 • do use any separate merchant identification numbers provided to you for Internet orders in all your requests for authorization and submission of charges. • do provide at least 1 month's prior written notice to your acquirer of any change in your Internet address. DON'TS • don't exceed the percentage of your total payment card volume for Card Not Present sales, as set out in your application. • don't submit a transaction for processing until after the goods have been shipped or the service has been provided to the cardholder - the only exception to this is where the goods have been manufactured to the cardholder's specifications and the cardholder has been advised of the billing details. • don't accept card account numbers by electronic mail. • don't require a cardholder to complete a postcard or other document that displays the cardholder's account number in clear view when mailed or send any mailing to a cardholder that displays personal information in clear view. It is also recommended that, if feasible, you obtain and keep a copy on file of the cardholder's signature authorizing you to submit telephone and mail order transactions. Address Verification Service (AVS) (and other fraud mitigation tools such as Verified by Visa®, Mastercard@ Secure Code, Discover Protect Buy®, American Express® SafeKey, Card Validation Codes and Card Identification) does not guarantee against chargebacks; but, if used properly, they assist you in reducing the risk of fraud by confirming whether certain elements of the billing address provided by your customer match the billing address maintained by the card issuing bank. AVS also may help you avoid incurring_ additional interchange expenses. AVS is a separate process from obtaining an authorization and will provide a separate response. A transaction may be authorized regardless of the AVS response. It is your responsibility to monitor the AVS responses and use the information provided to avoid accepting high-risk transactions. If a disputed charge arises for a transaction conducted over the Internet or electronically, a chargeback may be exercised for the full amount. For Discover Network transactions, please refer to Appendix 3 for the Discover Network protocol for Internet transactions. Customer - activated terminals and self-service terminals Transactions processed at customer -activated terminals and self-service terminals have specific requirements for processing. You must contact Customer Service for approval and further instructions before conducting customer- activated terminal transactions or self- service terminal transactions. 4. Transaction Guidelines DO'S • do only present for payment valid charges that arise from a transaction with a bona fide cardholder. DON'TS • don't set a minimum transaction amount of more than $10 for any credit cards or of any amount for debit cards or Alipay transactions. • don't set a maximum transaction amount for any credit cards. • don't establish any special conditions for accepting a card. • don't make any cash disbursements or cash advances to a cardholder as part of a transaction with the exception of the Discover Network Cash Over service. • don't accept any direct payments from cardholders for goods or services which have been included on a sales draft; • don't require a cardholder to supply any personal information for a transaction (for example, phone number, address, driver's license number) unless (i) instructed by the Voice Authorization Center; (ii) presented an unsigned card; or (iii) processing a Card Not Present transaction don't submit any transaction representing the refinance or transfer of an existing cardholder obligation which is deemed uncollectible, for example, a transaction that has been previously charged back, or to cover a dishonored check. • don't submit sales drafts or credit drafts transacted on the personal card of an owner, partner, officer or employee of your business establishment or of a guarantor who signed your application form, unless such transaction arises from a bona fide purchase of goods or services in the ordinary course of your business. • don't carry out factoring, that is, the submission of authorization requests or sales drafts for card transactions transacted by another business. 5. Security You are responsible for maintaining the security of your POS devices andfor instituting appropriate controls to prevent employees or others from submitting credits that do not reflect bona fide returns or reimbursements of earlier transactions. Please comply with the data security requirements shown below: DO'S • do install and maintain a secure firewall configuration to protect data. • do protect stored data, and do encrypt transmissions of data sent across open /public networks, using methods indicated in the Payment Card Industry Data Security Standard (PCI DSS) which is available at: www.pcisecuritystandards.org. • do use and regularly update anti-virus software and keep security patches up-to- date. • do restrict access to data by business "need to know". Assign a unique ID to each person with computer access to data and track access to data by unique ID. • do regularly test security systems and processes. • do maintain a policy that addresses information security for employees and contractors. • do restrict physical access to cardholder information. • do destroy or purge all media containing obsolete transaction data with cardholder information. • do keep all systems and media containing card account, cardholder, or transaction information (whether physical or electronic) in a secure manner so as to prevent access by, or disclosure to any unauthorized party. • do use only those services and devices that have been certified as PCI -DSS compliant by the payment organizations. DON'TS • don't use vendor -supplied defaults for system passwords and other security parameters. • don't transmit cardholder account numbers to cardholders for Internet transactions. • don't store or retain card verification codes (a three digit code printed on the back of most cards and a four digit code printed on the front of an American Express card) after final transaction authorization. • don't store or retain magnetic stripe data, PIN data, chip data or AVS data - only cardholder account number, cardholder name and cardholder expiration date may be retained subsequent to transaction authorization. For Internet transactions, copies of the transaction records may be delivered to cardholders in either electronic or paper format. 6. TransArmor Services If you are receiving TransArmor services from us, the important DOs and DON'Ts listed below apply to you: DO'S • do comply with the payments organization rules, including PCI DSS. • do demonstrate and maintain your current PCI DSS compliance certification. Compliance must be validated either by a Qualified Security Assessor (QSA) with corresponding Report on Compliance (ROC) or by successful completion of the applicable PCI DSS Self -Assessment Questionnaire (SAQ) or Report on Compliance (ROC), as applicable, and if applicable to your business, passing quarterly network scans performed by an Approved Scan Vendor, all in accordance with payments organization rules and PCI DSS • do ensure that all third parties and softwae that you use for payment processing comply with the PCI DSS. • do deploy the data protection solution (including implementing any upgrades to such service within a commercially reasonable period of time after receipt of such upgrades) throughout your systems including replacing existing card numbers on your systems with tokens. • do use the token instead of card numbers for ALL activities after you receive the authorization response, including settlement processing, retrieval processing, chargeback and adjustment processing, and transaction reviews. • do ensure that any POS device, gateway or VAR is certified by us for use with the data protection solution. If you are uncertain whether your equipment is compliant, contact a customer service representative at 866-359-0978. • if you send or receive batch files containing completed card transaction information to/ from us, do use the service we provide to enable the files to contain only tokens or truncated information. • do use truncated report viewing and data extract creation within reporting tools provided by us. • do follow rules or procedures we give you periodically regarding your use of the data protection solution. • do promptly notify us of a breach of any these terms. DON'TS • don't retain full card numbers, whether in electronic form or hard copy. • don't use altered version(s) of the data protection solution. • don't use, operate or combine the data protection solution or any related software, materials or documentation, or any derivative works thereof with other products, materials or services in a manner inconsistent with the uses contemplated in this section. 7. Debit Cards When accepting debit cards, you'll need to follow the specific requirements for each debit network, as well as, the general requirements set out in this section. DO'S • do read the account number electronically from the magnetic stripe/chip for transactions authenticated with a PIN. If the magnetic stripe/chip is unreadable, you must request another form of payment from the cardholder. 106 DON'TS • don't process a credit card transaction in order to provide a refund on a debit card transaction. • don't complete a debit card transaction without: —entry of the PIN by the cardholder (and no one else); or —signature by the cardholder (and no one else) Unless the transaction is a "no -signature" debit transaction or a "PINIess" PIN debit transaction specifically supported by the debit network. • don't accept the PIN from the cardholder verbally or in written form. • don't manually enter the account number for PIN debit transactions. Signature debit transactions may be key entered if you are unable to swipe the card. The debit network used to process your debit transaction will depend upon, among other things, our own business considerations, the availability of the debit network at the time of the transaction, and whether a particular debit card is enabled for a particular debit network. The debit network used to route your transaction may or may not be the lowest cost network available. We may in our sole discretion: • use any debit network available to us for a given transaction (including any of our affiliated PIN debit networks); and • add or remove debit networks available to you based on a variety of factors including availability, features, functionality and our own business considerations. YOU ARE RESPONSIBLE FOR SECURING YOUR POS DEVICES AND FOR IMPLE -MENTING APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM SUBMITTING CREDITS AND VOIDS THAT DO NOT REFLECT BONA FIDE RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS. You may offer cash back to your customers when they make a PIN debit card purchase. You may set a minimum and maximum amount of cash back that you will allow. If you are not currently offering this service, your POS device may require additional programming to begin offering cash back as long as it is supported by the debit network. You must reconcile your accounts for each location daily and notify us within 24 hours of any issues. An adjustment is a transaction that is initiated to correct a debit card transaction that has been processed in error. For signature debit transactions (including "no - signature" debit transactions), both the cardholder and the card issuing bank have the right to question or dispute a transaction. If these questions or disputes are not resolved,a chargeback may occur. You are responsible for all adjustment and chargeback fees that may be charged by a debit network. An adjustment may be initiated for many reasons, including: • the cardholder was charged an incorrect amount, whether too little or too much; • the cardholder was charged more than once for the same transaction; • a processing error may have occurred that caused the cardholder to be charged even though the transaction did not complete normally at the point of sale; or • a cardholder is disputing the goods or services provided. All parties involved in processing adjustments and chargebacks are regulated by timeframes that are specified in the operating rules of the applicable debit network, the Electronic Funds Transfer Act, Regulation E, and other applicable law. 8. Electronic Benefit Transfer (EBT) Transactions We offer electronic interfaces to Electronic Benefit Transfer (EBT) networks for the processing, settlement and switching of EBT transactions initiated through the use of a state -issued EBT card at your point of sale terminal(s) so that EBT recipients may receive EBT benefits. EBT benefits may comprise: • United States Department of Agriculture, Food and Nutrition Service (FNS), • Supplemental Nutrition Assistance Program (SNAP), • Women, Infants and Children Benefits (WIC Benefits), or • Govemment delivered cash If you accept EBT transactions or provide EBT benefits: DO'S • do provide EBT benefits to EBT recipients in accordance with applicable law and the procedures set out in the Quest rules, in the amount authorized through your terminal, upon presentation by an EBT recipient of an EBT card and such EBT recipient's entry of a valid PIN. • do use POS Terminals, PIN pad and printer or other equipment that meet required standards (including those set out in the Quest rules) during your normal business hours and in a manner consistent with your normal business practices. • do comply with the procedures set out in the Quest rules for authorization of EBT benefits if your terminal fails to print EBT benefit issuance information as approved and validated as a legitimate transaction. • do provide a receipt for each EBT transaction to the applicable EBT recipient. • do provide EBT benefits for EBT recipients from all states. • do notify us promptly if you plan to stop accepting EBT cards and providing EBT benefits or if you are unable to comply with this section or the Quest rules. • do adequately display any applicable state's service marks or other licensed marks, including the Quest marks, and other materials supplied by us in accordance with the standards set by the applicable state. • do use any marks only to indicate that EBT benefits are issued at your location(s). • do maintain adequate cash on hand to issue EBT service provider authorized cash benefits. • do issue cash benefits to EBT recipients in the same manner and to the same extent cash is provided to your other customers. DON'TS • don't accept EBT cards or provide EBT benefits at any time other than in compliance with this section or the Quest rules. • don't designate and direct EBT recipients to special checkout lanes restricted to use by EBT recipients unless you also designate and direct other customers to special checkout lanes for debit cards, credit cards or other payment methods such as checks other than cash. • don't resubmit any EBT card transaction except as specifically permitted by the applicable Quest rules and procedures. • don't accept any EBT card for any purpose other than providing EBT benefits, including accepting an EBT card as security for repayment of any EBT recipient obligation to you. If you violate this requirement, you will be obligated to reimburse the state or us for any EBT benefits unlawfully received by either you or an EBT recipient to the extent permitted by law. • don't dispense cash for FNS, SNAP and WIC Benefits. • don't disclose individually identifiable information relating to an EBT recipient or applicant for EBT benefits without prior written approval of the applicable state. • don't use the marks of any EBT service provider without prior written approval from such EBT service provider. • don't indicate that we, any state, or its EBT service provider endorse your goods or services. • don't require, or in your advertising suggest, that any EBT recipient must purchase goods or services from you as a condition to receiving cash benefits, unless such condition applies to other customers as well. You must take sole responsibility for the provision of any EBT benefits other than in accordance with authorizations received from the EBT service provider. If an authorized terminal is not working or the EBT system is not available: DO'S • do manually accept EBT cards and manually provide EBT benefits in the amount authorized through the applicable EBT service provider to the EBT recipients at no cost to the EBT recipients upon presentation by an EBT recipient of their EBT card. • do obtain an authorization number for the amount of the purchase from the applicable EBT service provider while the respective EBT recipient is present and before you provide the EBT recipient with any FNS, SNAP and WIC benefits, or cash benefits, as applicable. • do properly and legibly enter the specified EBT recipient, clerk and sales information, including the telephone authorization number, on the manual sales draft. • do clear all manual vouchers authorizations on your point of sale terminal within 14 days after the date of applicable voice authorization. If a voucher expires before it has been cleared by your terminal for payment, no further action can be taken to obtain payment for the voucher. DON'TS • don't attempt to voice authorize a manual EBT transaction if the EBT recipient is not present to sign the voucher. The EBT recipient must sign the voucher. You must give a copy of the voucher to the EBT recipient at the time of authorization and retain one copy for your records. • don't re -submit a manual sales draft for payment for a transaction if you have not received an authorization number. • don't mail vouchers requesting payment. You must take sole responsibility for (and you will not be reimbursed in respect of) a manual transaction if you fail to obtain an authorization number from the applicable EBT service provider in accordance with this section or otherwise fail to process the manual transaction in accordance with the Quest rules, except as specifically provided in the Quest rules. 107 Part II This part of Your Payments Acceptance Guide reviews essential elements of a transaction, including authorizations, issuing refunds and exchanges, and handling special transactions like recurring payments. You'll also find information about chargebacks and processes to put in place to avoid chargebacks. Feel free to contact Customer Service with any questions that arise as you review this information. 9. Authorizations General • You must obtain an authorization approval code from us for all transactions. • A positive authorization response remains valid for the timeframe set out in section 19. • An authorization approval code only indicates the availability of funds on an account at the time the authorization is requested. It does not indicate that the person presenting the card is the rightful cardholder, nor is it a promise or guarantee that you will not be subject to a chargeback or adjustment. • You must not attempt to obtain an authorization approval code from anyone other than us, unless we have authorized you to use a third party authorization system as set out in section 9. An authorization approval code fromany other source may not be valid. • If you use Address Verification Services (AVS), you must review the AVS response separately from the authorization response and make your own decision about whether to accept the transaction. A transaction may receive an authorization approval code from the card issuing bank even if AVS is unavailable or reflects that the address provided to you does not match the billing address on' file at the card issuing bank. • If you receive a referral response to an attempted authorization, for American Express transactions you must not: — submit the transaction without calling for and receiving a voice authorization; and — attempt another authorization on the same card through your POS device. • You must not attempt to obtain multiple authorizations for a single transaction. If a sale is declined, do not take alternative measures with the same card to obtain an approval of the sale from other authorization sources. Instead, request another form of payment. • If you fail to obtain an authorization approval code or if you submit a card transaction after receiving a decline (even if a subsequent authorization attempt results in an authorization approval code), your transaction may result in a chargeback and it may be assessed fines or fees by the payments organizations for which you will be responsible. Fees currently range from $25 to $150 per transaction. • You will be charged for a request for an authorization approval code (where applicable), whether or not the transaction is approved. • For card present transactions, it is highly recommended that you use your electronic authorization device to swipe (magnetic stripe), tap/wave (contactless) or insert (chip) cards. Card Not Present transactions It is highly recommended that you obtain the three digit card verification code on the back of the card (or the four digit verification code on the front of American Express cards) and that you include this code with each card not present authorization request unless the transaction is a recurring transaction. For recurring transactions, submit the card verification code only with the first authorization request and not with subsequent authorization requests. For American Express Card Not Present transactions, please also refer to Appendix 2. For Discover Network Card Not Present transactions, please also refer to Appendix 3. PayPal and Alipay do not allow Card Not Present transactions. Authorization via telephone (other than terminal/electronic device users) • You must call your designated Voice Authorization Toll Free Number and enter the authorization information into the VRU using a touch tone phone or hold for an authorization representative. • If the Voice Authorization Center asks you to obtain identification from the cardholder before issuing an approval code, you must clearly write the appropriate identification source and numbers in the space provided on the sales draft. • If the Voice Authorization Center asks you to confiscate a card, do not take any action that will alarm or embarrass the card presenter, and send the card to Rewards Department, P.O. Box 5019, Hagerstown, MD 21740. You may be paid a reward for the return of the card • If the salereturn of the card. is declined, please remember that our operators are only relaying a message from the card issuing bank. The fact that a sale has been declined must not be interpreted as a reflection of the cardholder's creditworthiness. You must instruct the cardholder to call the card issuing bank. Authorization via electronic devices • If you use an electronic terminal to obtain authorization approval codes, you must obtain the authorization approval codes for all sales through this equipment. • If your terminal malfunctions, please refer to your Quick Reference Guide or call the POS Help Desk. Please remember to check your terminal periodically because most terminal problems are temporary in nature and are quickly corrected. • If a terminal is moved or if wires are disconnected, causing malfunction, call the POS Help Desk immediately and follow their instructions. You may be responsible for any service charges incurred for reactivation of the terminal. • Until the terminal becomes operable, you must call your designated Voice Authorization Toll Free Number and enter authorization information into the VRU using a touchtone phone. During this time, each transaction must be imprinted using a manual Imprinter machine. Third party authorization systems If you have contracted to use one of our authorization services, you must not use another third party authorization system without notifying Customer Service. Otherwise, we will be unable to successfully research and defend any authorization related chargebacks on your behalf. This delay will significantly decrease your time to research and provide proof of authorization, thus reducing your opportunity to reverse a chargeback. If you use another authorization network: • you will be responsible for the downgrade of any transactions to a higher cost interchange that result from any mismatch of information to our systems and those of third party authorization networks. • liability resulting from discrepancies with that network must be resolved between you and that network. We will not research chargebacks resulting from authorization approval codes obtained from another authorization service organization. Such chargebacks will be passed throughto you for resolution. If an authorization provided by a third party authorization system is challenged in a chargeback, you must obtain proof. (for example, third party authorization logs) from the authorization source and submit it to us within the time frame specified on the chargeback documentation. Call the following for other card types, each of which is available 24 hours/day; 7 days/week: American Express Direct JCB, International (For YEN and CAD currency only) TeleCheck Voyager WEX 1-800-528-2121 1-800-522-9345 1-800-366-5010 1-800-987-6589 1-800-842-0071 You must enter manually all approved sales that have been authorized in this manner as "post authorization" transactions into the terminal, once the terminal becomes operational. You must enter all credit transactions into the terminal for data capture. If you receive a referral and subsequently receive an approval, you may be subject to a chargeback. You must imprint the card using a manual imprinter machine to reduce the risk of such a chargeback. For specific procedures on electronic data capture, refer to the Terminal Operating Instructions/Users Guide. If the terminal malfunctions for more than 24 hours, contact Customer Service for further instructions on processing your transactions. Automated dispensing machines You must produce records for all transactions originating with automated dispensing machines or limited amount terminals. Such records must include the last four digits of the cardholder account number, merchant's name, terminal location, transaction date, identification of transaction currency, transaction type (purchase), authorization code, and amount. For Discover Network transactions, please refer to Appendix 3 for instructions on how tocancel an authorization. For PayPal transactions, please refer to Appendix 4 instructions on how to cancel an authorization. Partial authorization and authorization reversal Partial authorization provides an alternative to a declined transaction by permitting a card issuing bank to return an authorization approval for a partial amount. This amount is less than the transaction amount requested because the available card balance is not sufficient to approve the transaction in full. The cardholder is able to use the funds remaining on the card to pay for a portion of the purchase and select another form of payment (in other words, another payment card, cash, check) for the remaining balance of the transaction. • for Mastercard transactions, partial authorization is optional for batch authorized e- commerce transactions, mail order, telephone order transactions and recurring payment transactions. • for Discover transactions, partial authorization support is optional for Card Not Present transactions. If you support partial authorizations, a partial authorization indicator must be included in each authorization request. You must submit an authorization reversal if the authorization is no longer needed, a partial amount of the total authorized is submitted for the settled transaction, or the cardholder elects not to complete the purchase. The transaction sent for settlement must be no more than the amount approved in the partial authorization response. If you wish to support partial authorization functionality, you must contact Customer Service for additional rules and requirements. 10. Special Types of Transactions Payment by installments If a cardholder makes a deposit toward the full amount of the sale price and pays the balance on delivery, please follow the procedures set out in this section. 108 DO'S • do execute two separate sales drafts and obtain an authorization for each sales draft on each transaction date; • do indicate on each sales draft: – whether it is for the deposit or the balance of payment; and - the authorization date and approval code. • do submit and seek authorization of each delayed delivery transaction under the same merchant identification number and treat deposits on the card no differently than you treat deposits on all other payment products. • do complete Address Verification for each "balance" authorization. • do obtain proof of delivery upon delivery of the services/merchandise purchased. DON'TS • don't submit sales data to us relating to the "balance" until the goods have been completely delivered or the services fully provided. If delivery occurs after the timeframes set out in section 19, you must obtain a new authorization for the unprocessed portion of the transaction prior to delivery. If the transaction is declined, contact the cardholder and request another form of payment. For example: On January 1, a cardholder orders $2,200 worth of furniture and you receive an authorization for the full amount; however, only a $200 deposit is processed leaving a $2,000 balance remaining on the furniture. An authorization reversal must be processed for$2,000. When the goods are available to ship, the $2,000 transaction balance must be reauthorized. Advance payment charges If you permit or require cardholders to make advance payment charges for the following types of goods or services, please follow the procedures set out in this section: • custom orders (for example, orders for goods to be manufactured to a customer's specifications); • ticketing for events or entertainment (for example, sporting events, or concerts);. • tuition, room, board, and other mandatory fees (for example, library or other students services fees at universities); • tickets for airlines, rail lines, cruise lines, lodging, and other travel -related services (for example, tours or guided expeditions); and • vehicle rentals; or • in store merchandise not immediately available (for example, merchandise pre - purchased for an upcoming sale event or merchandise on layaway) For all advance payment transactions: • do state your full cancellation and refund policies; • do clearly disclose your intention to receive advance payment; • before you request an authorization, do obtain written consent from the cardholder to bill the card for an advance payment charge; The cardholder's consent must include (1) a detailed description of the goods or services to be provided, and (2) his or her agreement to all of the terms of the sale (including price, any cancellation or refund policies), and the expected delivery date of the goods or services; • do obtain an authorization approval; • do complete a sales draft: and • if you cannot deliver the goods or services (for example, because custom -ordered merchandise cannot be fulfilled) and cannot make other arrangements, do immediately issue a credit for the full amount of the advance payment charge. For Card Not Present transactions involving an advance payment: • do ensure that the sales draft contains the words "Advance Payment,"; and • within 24 hours of the advance charge being authorized, do provide the cardholder with written confirmation (for example, by email or facsimile) that advance payment charge has been made, the written confirmation must include (1) a detailed description of the goods or services to be provided; (2) the amount of the charge; (3) the confirmation number (if applicable); (4) the details of any cancellation or refund policies; and (5) the expected delivery date of the goods or services. Recurring transactions If you process recurring transactions and charge a cardholder's account periodically for recurring goods or services (for example, yearly subscriptions and annual membership fees, etc.), please follow the procedures set out in this section. DO'S • do obtain cardholder approval for such goods or services to be charged on an ongoing basis to the cardholder's account. Approval must at least specify: – the cardholder's name, address, account number and expiration date, – the transaction amounts, – the timing or frequency of recurring charges, – the duration of time for which the cardholder's approval is granted, and for Discover Network and PayPal transactions, the total amount of recurring charges to be billed to the cardholder's account, (including taxes and tips) and your merchant identification number, • do obtain an authorization for each transaction. • do include the recurring payment indicator in each authorization request, and as applicable, each batch submission entry. • do indicate on the sales draft "Recurring Transaction" (or "P.O." for Mastercard transactions) • for Discover Network and PayPal recurring transactions, do include a toll-free customer service number that the cardholder can call to cancel his/her approval for the recurring transaction or to obtain other assistance relating to the recurring transaction. • don't store a payment credential if either the first payment transaction or account verification is declined. DON'TS • don't include partial payments for goods or services purchased in a single transaction. • don't impose a finance charge in connection with the recurring transaction or preauthorized order. • don't complete a recurring transaction after receiving a cancellation notice from the cardholder or card issuing bank or after a request for authorization has been denied. It is highly recommended that you obtain the three digit card verification code on the back of the card (or the four digit verification code on the front of American Express cards), include the number with the first authorization request. This is not required for subsequent authorization requests. A positive authorization response for one recurring transaction is not a guarantee that any future recurring transaction authorization request will be approved or paid. If the recurring transaction is renewed, you must obtain from the cardholder a new written request for the continuation of such goods or services to be charged to the cardholder's account. If you or we have terminated your right to accept cards, you must not submit authorization requests or sales data for recurring transactions that are due after the date of such termination. For American Express transactions please also see Appendix 2. Stored payment credential transactions If you store information (including, but not limited to, an account number or payment token) to process future purchases on behalf of the cardholder, follow the procedures set out in this section. DO'S • do include the appropriate data values: – when a payment credential is being stored for the first time, – is used to initiate a stored credential transaction, – or is used to identify an unscheduled credentials on file transaction. • do submit a valid authorization if an amount is due at the time the payment credential is being stored. • do submit an authorization verification if no payment is due at the time the payment credential is being stored. DON'TS • don't store a payment credential if either the first payment transaction or account verification is declined. Card checks If you accept card checks, you must treat checks from all the payment organizations that you accept equally (for example, if you accept Mastercard and American Express, your check acceptance policy must treat checks for both of these payment organizations equally). You should handle these card checks like any other personal check drawn upon a bank in the United States. 11. Sales Drafts DO'S • do prepare a sales draft for each transaction and provide a copy of the sales draft or transaction receipt to the cardholder at the time the card transaction is completed. An exception is eligible transactions participating in any of the 'No Signature Required' programs. • do only collect transaction data provided directly to you by the cardholder. • do include all of the following information on a single page document constituting the sales draft: – the cardholder's account number; – cardholder's signature, unless you participate in any of the 'No Signature Required' programs. Note: For the No Signature Required Programs, Visa, Mastercard, Discover, and American Express do not require you to obtain signatures at the point-of-sale for credit and/or debit transactions unless required by local and/or state law; – date of the transaction; – the total amount of the transaction, including any taxes to be collected, in the approved currency of the sale; – description of the goods or services involved in the transaction—if there are too many items, combine them into one description; (for example, "clothing") to ensure that all information is contained on a single page; 109 — description of your merchandise return and credit/refund policy; — a valid authorization code; — Merchant's Doing Business As ("D/B/A") name and location (city and state required) and merchant identification number. The merchant identification number is optional but if provided for Discover, include only the last four digits; and • if the card has a magnetic stripe and the POS device fails to read the magnetic stripe, if oryou are required to obtain a voice authorization, you must also use a manual imprinting machine to make a clear impression of the card on the same side of the signed sales draft. If you work in the face-to-face sales environment, you may include the card verification code in the authorization request for US domestic key -entered transactions in lieu of taking a manual card imprint, except for Discover. DON'TS • • don't include the card expiration date or any more than the last four digits of the card number in the copy of the sales draft which you provide to the cardholder. • when imprinting sales drafts, you must not alter the cardholder account number, circle or underline any information on the sales draft or alter a sales draft in any way after the transaction has been completed and signed. Stray marks and other alterations on a sales draft may result in it becoming unreadable or illegible. If you are EMV enabled you may elect to participate in the No Signature Required programs. For the No Signature Required Programs, you are not required to: • provide a transaction receipt, unless requested by the cardholder; or • obtain the cardholder's signature provided that you transmit the full track data/full chip card data in the authorization request regardless of the sale amount. 12. Refunds DO'S • do provide clear instructions to your customers regarding returns, including the following: — customer service telephone number; — reference number for the return; — expected processing time for the credit; — return address, preferably on a pre -formatted shipping label (if applicable). • do document your cancellation policy and terms and conditions on the contract the cardholder signs, or on your website, as applicable. • do create a credit draft containing the following information for every refund: — the account number; — the cardholder's name; — your name, city, state and merchant identification number. Merchant identification number is optional but if provided for Discover only include the last 4 digits —transaction type; —a description of the goods or services; —the transaction date of the credit; the total amount of the credit; and — for Discover Network transactions, the approved currency used and the signature of your authorized representative or employee. — for PayPal transactions, the approved currency used and the signature of your authorized representative or employee. • do submit all credit drafts to us within the timeframes set out in section 19; • do submit each credit under the establishment where the credit originated; • do provide full refunds for the exact dollar amount of the original transaction including tax, handling charges, etc., and in no circumstances provide a refund amount for more than the original card sale amount; • do write clearly all amounts and other handwritten information - stray marks on the credit draft will render it illegible. • if the card cannot be swiped for any reason, do imprint the credit draft with the same card used by the cardholder to make the original purchase when applicable. • do ensure that the cardholder signs the credit draft, give the cardholder the appropriate copy, and deposit the credit draft immediately. • do include the last 4 digits of the merchant identification number for Discover transactions. DON'TS • don't circle or underline any information on the credit draft. • don't credit an account that differs from the account used for the original transaction. • don't include the card expiration date or any more than the last four digits of the card number in the copy of the credit draft which you provide to the cardholder. • don't give cash, check credit refunds orother consideration for card sales, with the exception of the following type of Visa transactions only: — Visa Easy Payment Service Transaction or if EMV enabled and participating in Visa's' No Signature Required' program); — the recipient of the gift is not the cardholder; or — Visa prepaid card transaction if the cardholder states that the Visa prepaid card has been discarded. • don't intentionally submit a sale and an offsetting credit at a later date solely for the purpose of debiting and crediting your own or a customer's account; • don't process a credit transaction after a chargeback has been received. Authorization is not required for credits. Your website must communicate your refund policy to your customers and require your customers to select a "click -to -accept" or other affirmative button to acknowledge the policy. The terms and conditions of the purchase must be displayed on the same screen view as the checkout screen that presents the total purchase amount, or within the sequence of website pages the cardholder accesses during the checkout process. For American Express transactions, please also refer to Appendix 2. 13. Exchanges For an even exchange, no additional paperwork is necessary and you may simply follow your standard company policy. For an uneven exchange, you must complete a credit draft, and follow the procedures outlined in section 11 for the total amount of the goods returned. The cardholder's account will be credited for that amount. Then, complete a new sales draft for the total amount of any new goods purchased. 14. Chargebacks, Retrievals and Other Debits Chargebacks Both the cardholder and the card issuing bank have the right to question or dispute a transaction. If such questions or disputes are not resolved, a chargeback may occur. You are responsible for all chargebacks, our chargeback fees and related costs arising from your transactions. As a result, we will debit your settlement account or settlement funds for the amount of each chargeback. Due to the short time frames and the supporting documentation necessary to successfully (and permanently) reverse a chargeback in your favor, we strongly recommend that: • you adhere to the guidelines and procedures outlined in this guide; • if you do receive a chargeback, investigate, and if you dispute the chargeback, submit the appropriate documentation within the required time frame; • whenever possible, contact the cardholder directly to resolve the dispute (except with respect to a Discover Network cardholder with whom direct contact regarding the dispute is prohibited by Discover Network Card Organization Rules); and • if you have any questions, call Customer Service. You must not process a credit transaction once a chargeback is received, even with cardholder authorization, as the credits may not be recoverable and you may be financially responsible for the credit as well as the chargeback. Instead, the card issuing bank will credit the cardholder's account. Chargeback process If the card issuing bank submits a chargeback, we will send you a chargeback notification, which may also include a request for transaction documentation. Due to the short time requirements imposed by the payments organizations, it is important that you respond to a chargeback notification and transaction documentation request within the time frame set out in the notification. Upon receipt of a transaction documentation request, you must immediately retrieve the requested sales draft(s) using the following guidelines: • make a legible copy, centered on 8-1/2 x 11 -inch paper (only 1 sales draft per page); • write the 'case number' from the request for transaction documentation on each copy/page; • if applicable, make copies of a hotel folio, car rental agreement, mail/phone /Internet order form, or other form of receipt; • if a credit transaction has been processed, make a copy of the credit draft; • letters are not acceptable substitutes for sales drafts; • fax or mail legible copies of the sales draft(s) and credit drafts, if applicable, to the fax number or mail address provided on the request form; • if you fax your response, please (i) set your fax machine to print your fax number and name on the documents that you send, and (ii) set the scan resolution on your fax machine to the highest setting. We can use this information to help determine where the documentation received originated from if additional research is required, and the higher resolution setting improves the clarity of characters and graphics on the documentation transmitted and helps reduce the number of illegible fulfillments and chargebacks. We strongly recommend that you also include a detailed rebuttal letter along with all pertinent documents when responding to a transaction request or a chargeback notification (for example, rental agreement, imprinted portion of the invoice or sales draft; 110 the portion signed by the cardholder; and the area where the authorization codes, with amounts and dates, are located). If the information you provide is both timely and, in our sole discretion, sufficient to warrant a re -presentment of the transaction or reversal of the chargeback, we will do so on your behalf. However, a re -presentment or reversal is ultimately contingent upon the card issuing bank and /or cardholder accepting the transaction under applicable payment organization guidelines. Re -presentment or reversal is not a guarantee that the chargeback has been resolved in your favor. If we do not receive a clear, legible and complete copy of the transaction documentation within the timeframe specified on the request, you may be subject to a chargeback for "non -receipt" for which there is no recourse. If you do not dispute the chargeback within the time limits set by the payments organization rules and regulations, you will forfeit your reversal rights. Our only alternative, which is available for Visa and Mastercard transactions only, is to attempt a "good faith collection" to the card issuing bank on your behalf for non - fraud chargeback reason codes. This process can take up to 6 months and must meet the card issuing bank's criteria (for example, at or above a set dollar amount). Good faith collection attempts are not a guarantee that any funds will be collected on your behalf. Card issuing banks normally charge good faith collection fees, which are deducted from the transaction amount if accepted in addition to any processing fees that are charged by us. The card issuing bank may charge a handling fee which will be debited from your settlement account or settlement funds if a transaction documentation request results from a discrepancy between the sales draft and the transmitted record regarding any of the following: • the name of your business; • the city, state, or country listed for your business; • the transaction date. Visa: If we reverse the chargeback and re -present the transaction to the card issuing bank, the card issuing bank, at its sole discretion, may elect to submit the matter for arbitration before Visa. Visa currently charges a $250 filing fee and a $250 review fee. Whether or not a decision is made in your favor, you will be responsible for all such fees and charges and any other applicable fees and charges imposed by Visa. Such fees and charges will be debited from your settlement account or settlement funds, in addition to the chargeback. STAR®: If we reverse the chargeback and re -present the transaction to the card issuing bank, the card issuing bank, at its sole discretion, may elect to submit the matter for arbitration before STAR. Whether or not a decision is made in your favor, you will be responsible for all fees and charges relating to that arbitration and any other applicable fees and charges imposed by STAR. Such fees and charges will be debited from your settlement account or settlement funds, in addition to the chargeback. Mastercard: If we reverse the chargeback and re -present the transaction to the card issuing bank, the card issuing bank, at its sole discretion, may elect to resubmit the chargeback. In such event, at our discretion, we will debit your settlement account or settlement funds for the chargeback. However, if you feel strongly that it is an invalid chargeback, we may, on your behalf and at your request, submit the matter for arbitration before Mastercard. Mastercard currently charges a $150 filing fee and a $250 review fee. Whether or not a decision is made in your favor, you will be responsible for all such fees and charges, and any other charges imposed by Mastercard. Such fees and charges will be debited from your settlement account or settlement funds, in addition to the chargeback. Discover Network: If Discover Network rejects our re -presentment request and you feel strongly that the chargeback is invalid, we may, at our discretion and on your behalf and at your request, submit the matter for dispute arbitration before Discover Network. Discover Network charges Acquirers fees for re -presentment requests and matters submitted to Discover Network for arbitration We, In turn, may charge you fees for these items. PayPal: If PayPal rejects our re -presentment request and you feel strongly that the chargeback is invalid, we may, at our discretion and on your behalf and at your request, submit the matterfor dispute arbitration before PayPal. PayPal charges Acquirers fees for re -presentment requests and matters submitted to PayPal for arbitration. We, in turn may charge you fees for these items. American Express: You may request a chargeback reversal if the chargeback was applied in error, provided that (i) you have responded to the original inquiry within the specified timeframe set out in your dispute notification, and (ii) you have provided all supporting documentation to substantiate the error. Alipay: Refer to appendix 5. Chargeback reasons The following section outlines the most common types of chargebacks. This list is not exhaustive. Within each group, we have included recommendations on how to reduce the risk of chargebacks. These are recommendations only, and do not guarantee that you will eliminate chargebacks. Chargebacks due to authorization Description Proper authorization procedures were not followed and valid authorization was not obtained. Likely scenario • authorization not obtained. • authorization was declined. • transaction processed with an expired card and authorization was not obtained. • transaction processed with an invalid account number and authorization was not obtained. • Card Recovery Bulletin (CRB) or Exception File was not checked (transactions below floor limit). Recommendations to reduce risk of chargeback • obtain valid authorization on the day of the transaction. • if you receive the following responses: — decline - request another form of payment from the cardholder; — referral - follow the voice procedures to obtain a valid authorization and obtain an imprint of the card; —"Pick-up" - this means that the card issuing bank is asking for the card to be retumed — you must not accept the card for payment and, in addition, you may retain the card and send it to us so that we can arrange for its return to the card issuing bank. • you must not exceed any predetermined thresholds for specific POS device types as specified by each payments organization. • you must ship goods within the timeframe set out in section 19, after you have obtained authorization. Chargebacks due to cancellation and returns Description Credit was not processed properly or the cardholder has canceled or retumed items. Likely scenario • Cardholder received damaged or defective merchandise. • Cardholder continued to be billed for canceled recurring transaction. • Credit transaction was not processed. Recommendations to reduce risk of chargeback • issue credit to the cardholder on the same account as the purchase in a timely manner. • do not issue credit to the cardholder in the form of cash, check or in-store /merchandise credit as we may not be able to recoup your funds if the transaction is charged back. • for recurring transactions ensure customers are fully aware of the conditions: — cancel recurring transactions as soon as notification is received from the cardholder or as a chargeback, and issue the appropriate credit as needed to the cardholder in a timely manner; and — notify the cardholder within 10 days (domestic) and 15 days (intemational) in advance of each billing, to allow the cardholder time to cancel the transaction. • provide proper disclosure of your refund policy for retumed/canceled merchandise, or services to the cardholder at the time of transaction. Card present, cardholder signed the sales draft containing disclosure. • if applicable, the words "NO EXCHANGE, NO REFUND," etc. must be clearly printed in 1/4 -inch lettering on the sales draft: — Ecommerce, provide disclosure on your website on the same page as check out. Require the cardholder to click to accept prior to completion. — Card Not Present, provide the cancellation policy at the time of the transaction. • for any Travel & Entertainment (T&E) transaction, provide cancellation numbers to cardholders when the services are canceled. • ensure delivery of the merchandise or services ordered to the cardholder. • participate in recommended fraud mitigation tools. Chargebacks due to fraud Description Transactions that the cardholder claims are unauthorized; the account number is no longer in use or is fictitious, or the merchant was identified as "high risk." NOTE: For Visa transactions, to ensure that you preserve your chargeback rights, you must: • complete a retrieval request and provide a sales slip that contains all required data elements; and • respond to all retrieval requests with a clear legible copy of the transaction document that contains all required data elements within the specified timeframe. Likely scenario • multiple transactions were completed with a single card without the cardholder's permission. • a counterfeit card was used and proper acceptance procedures were not followed. • authorization was obtained; however, full track data was not transmitted. • the cardholder states that they did not authorize or participate in the transaction. Recommendations to reduce the risk of chargeback Card Present Transactions: • obtain an authorization for all transactions. • for recurring transactions ensure customers are fully aware of the conditions: 111 —cancel recurring transactions as soon as notification is received from the cardholder or as a chargeback, and issue the appropriate credit as needed to the cardholder in a timely manner; and —notify the cardholder within 10 days (domestic) and 15 days (intemational) in advance of each billing, allowing the cardholder time to cancel the transaction. — American Express customers have the option to receive written notification of the recurring transaction at least (10) days prior to submitting, or any time the charge amount exceeds a maximum amount that has been set by the cardholder. • if you are utilizing an electronic device to capture card data, swipe, dip or wave all card transactions through your electronic authorization device to capture cardholder information. When applicable, ensure the displayed cardholder number matches the number on the card. • You should avoid keying the card data into your electronic authorization device unless you are unable to capture the card data through one of the above methods. If you do key the card data into your electronic authorization device, it is highly recommended that you also key in the three or four digit verification code. Otherwise, you should, imprint the card using a valid imprinting device that will capture the embossed card and merchant information. You must write on the manually imprinted draft all pertinent information relating to the transaction (transaction date, dollar amount, authorization code and merchandise description) and obtain the cardholder signature if you are not participating in the No Signaure program. Do not alter the imprint on the draft in any way. You are not protected from this type of chargeback by manually entering the information into the POS device. NOTE: Do not imprint on the back of a signed sales draft. The imprint must be on the transaction document that contains all transaction elements to prove the card was present at the time of the transaction. If you are not participating in the No Signature program: • Obtain the cardholder signature for all transactions; ensure the signature on the sales draft matches the signature on the back of the card. • Process all transactions one time and do not batch out transactions multiple times. • Educate staff on procedures to eliminate point of sale (POS) fraud. Card Not Present Transactions: • Ensure delivery of the merchandise or services ordered to the cardholder. • Participate in recommended fraud mitigation tools: —Verified by Visa Program — Mastercard SecureCode — Address Verification Services (AVS) —Use of card verification code NOTE: While transactions utilizing these tools may still be disputed, the service may assist you with your decision to accept certain cards for payment. • ensure you ship to the AVS confirmed address (bill to and ship to must match). • obtain authorization for all transactions. • ensure merchant descriptor matches the name of the business and is displayed correctly on the cardholder statement. • ensure descriptor includes correct business address and a valid customer service number. • please refer to Appendix 2 for American Express fraud mitigation tools. Chargebacks due to cardholder disputes Description Goods or services not received by the cardholder, Merchandise defective or not as described. Likely scenario • Services were not provided or merchandise was not received by the cardholder. • Cardholder was charged prior to merchandise being shipped or merchandise was not received by agreed upon delivery date or location. • Cardholder received merchandise that was defective, damaged, or unsuited for the purpose sold, or did not match the description on the transaction documentation/verbal description presented at the time of purchase. • Cardholder paid with an alternate means and their card was also billed for the same transaction. • Cardholder canceled service or merchandise and their card was billed. • Cardholder billed for a transaction that was not part of the original transaction document. • Cardholder claims to have been sold counterfeit goods. • Cardholder claims the merchant misrepresented the terms of sale. Recommendations to reduce such risk of chargeback • provide Services or Merchandise as agreed upon and described to the cardholder; clearly indicate the expected delivery date on the sales receipt or invoice. • contact the cardholder in writing if the merchandise or service cannot be provided or is delayed, and offer the cardholder the option to cancel if your internal policies allow. • if the cardholder received defective merchandise or the merchandise received was not as described; resolve the issue with the cardholder at first contact. • if the merchandise is being picked up by the cardholder, have them sign for the merchandise after inspecting that it was received in good condition. • do not charge the cardholder until the merchandise has been shipped, according to the agreed upon terms, and a signed Proof of Delivery from the cardholder is obtained. • if unable to provide services or merchandise, issue a credit to the cardholder in a timely manner. • accept only one form of payment per transaction. Ensure the cardholder is only billed once per transaction. • do not bill cardholder for loss, theft or damages unless authorized by the cardholder. • ensure that a description of the service or merchandise provided is clearly defined. Chargebacks due to processing errors Description Error was made when transaction was processed or it was billed incorrectly. Likely scenario • the transaction was not deposited within the payments organization specified timeframe. • the cardholder was issued a credit draft. However, the transaction was processed as a sale. • the transaction was to be processed in a currency other than the currency used to settle the transaction. • the account number or transaction amount used in the transaction was incorrectly entered. • a single transaction was processed more than once to the cardholder's account. • the cardholder initially presented the card as payment for the transaction. However, the cardholder decided to use an altemate form of payment. • a limited amount or self-service terminal transaction was processed for an amount over the pre -determined limit. Recommendations to reduce risk of chargeback • process all transactions within the payments organization specified timeframes. • ensure all transactions are processed accurately and only one time . • if a transaction was processed more than once, immediately issue voids, transaction reversals or credits. • ensure that credit transaction receipts are processed as credits and sale transaction receipts are processed as sales. . ensure all transactions received a valid authorization approval code prior to processing the transaction. Also obtain a legible magnetic swipe or imprinted sales draft that is signed. • do not alter transaction documentation or make any adjustments unless the cardholder has been contacted and agrees to modifications of the transaction amount. • ensure limited amount, self-service and automated fuel dispenser terminals are set properly to conform to the predetermined limits. Chargebacks due to non -receipt of information Description Failure to respond to a retrieval request or the cardholder does not recognize the transaction. Likely scenario • the transaction documentation was not provided to fulfill the retrieval request. • the retrieval request was fulfilled with an illegible sales draft or was an invalid fulfillment (incorrect sales draft or the sales draft did not contain required information that may include signature if you are not participating in the No Signature Required program). • the cardholder does not recognize or is unfamiliar with the transaction due to the merchant name or location not matching the name or location where the transaction took place. Recommendations to reduce such risk of chargeback • provide a clear and legible copy of the sales draft that contains all required data elements within the required timeframe that is specified on the retrieval request. • ensure that the most recognizable merchant name, location and customer service phone number is provided on all transactions. • retain copies of all transaction documentation for the required timeframe that is specified by each payments organization. • develop efficient methods to retrieve transaction documentation to maximize ability to fulfill requests. 15. Suspect/Fraudulent Transactions If the card being presented or the behavior of the person presenting the card appears to be suspicious or you otherwise suspect fraud, you must immediately call the Voice Authorization Center and ask to speak to a Code 10 operator. Answer all their questions and follow their instructions. While not proof that a transaction is fraudulent, the following are some suggestions to assist you in preventing fraudulent transactions that could result in a chargeback: Does the cardholder: • appear nervous/agitated/hurried? • appear to be making indiscriminate purchases (for example, does not care how much an item costs, the size, etc.)? 112 • make purchases substantially greater than your usual customer (for example, your average transaction is $60, but this transaction is for $360)? • insist on taking the merchandise immediately (for example, no matter how difficult it is to handle, is not interested in free delivery, alterations, etc.)? • appear to be purchasing an unusual amount of expensive items or the same items? • take an unusual amount of time to sign the sales draft, or look at the back of the card as he signs? • take the card from a pocket instead of a wallet? • repeatedly come back, in a short amount of time or right before closing time, to make additional purchases? • cause an unusual, sudden increase in the number and average sales transactions over a one -to three-day period? • tell you he has been having some problems with his card issuing bank and request that you call a number (that he provides) for a "special" handling or authorization? • have a previous history of disputed charges? • place orders to be shipped to an address other than the billing address, or use anonymous/free email domains? • place orders sent to zip codes or countries where you show a history of fraudulent claims? Does the card: • have characters the same size, height, style and all within alignment? • appear to be re -embossed (the original numbers or letters may be detected on the back of the card)? • have a damaged hologram? • have a Magnetic Stripe on the back on the card? • have "valid from" (effective) and "valid thru" (expiration) dates consistent with the sale date? We also recommend that you are vigilant for any cardholder who behaves as follows, specifically in relation to prepaid cards: • frequently makes purchases and then returns the goods for cash; • uses prepaid cards to purchase other prepaid cards; • uses large numbers of prepaid cards to make purchases. Gift Cards, jewelry, video, stereo, computer and camera equipment, shoes and men' s clothing are typically fraud -prone because they can easily be resold. Also be suspicious of high dollar amounts and transactions with more than one fraudprone item, (for example, two laptops, three gold chains, etc). Part 111 In this part of the guide you'll find helpful information about what to do if a card is left at your business, how long you must retain copies of records, how to return equipment and important transaction timeframes. This is also where you'll find additional guidelines for specific industries including: • Lodging • Vending machines • Travel & Entertainment • Telecommunications • Restaurants • Petroleum If you'd like additional information about anything you've read in Your Payments Acceptance Guide, please contact Customer Service. 16. Lost/Recovered Cards If a card is left behind and remains unclaimed, you should call the appropriate payment organization's Customer Service team via the number below and they will instruct you on how to handle it: Visa Mastercard Discover AMEX PayPal 1-800-336-8472 1-800-826-2181 1 -800 -DISCOVER (1-800-347-2683) 1-800-992-3404 1-877-569-1113 17. Retention of Records You must securely retain legible copies of all sales drafts and credit drafts or any other transaction records for the following periods: Mastercard,Visa, and STAR: 13 months from the transaction date. 5 years for healthcare sales drafts and credit drafts. Discover Network: the longer of (i) 365 days or (ii) the resolution of any pending or threatened disputes, claims, disagreements or litigation involving the card transaction. You must also keep images or other copies of sales drafts for no less than 3 years from the date of the Discover Network transaction. PayPal: the longer of (i) (A) 1 year from the transaction date, or (B) if the transaction date was subject to dispute, 2 years from the transaction date or (ii) the time period required by applicable law. American Express: 24 months from the date on which you submitted the sales draft or credit draft to us. You must provide all sales drafts and credit drafts or other transaction records requested by us within the shortest time limits established by payment organization rules. 18. Return of Equipment To return point of sale (POS) equipment that you do not own, you must call Customer Service for the address of the location to send the device. You must include the following information in the shipping box: • your name, address and phone number; • the name of the person to contact if there are any questions; • your merchant identification number; and • the serial number of the POS device (found on the underside of the POS device). You must return the POS device in a manner that can be tracked. 19. Timeframes 'Authorizations A positive (approved) authorization response remains valid for: • seven (7) days for Mastercard electronic processed transactions; • ten (10) days for Visa, Discover, and STAR electronic processed transactions subject to the following exception: — thirty (30) days for Visa, Discover and PayPal, twenty (20) days for STAR for the following Industries: — car rental; — airline and passenger railway; — lodging; — other Travel & Entertainment (T&E) categories. • seven (7) days for American Express electronic processed transaction subject to the following exception: — thirty (30) days for the Travel & Entertainment (T&E) industries. Delayed deliveries If delivery is more than: • 7 days (Mastercard, Visa, American Express, and STAR transactions); or • 10 days (Discover Network and PayPal transactions); • After the initial authorization request, you must reverse the authorization for the unprocessed portion and obtain a new authorization for the remaining amount before delivery. Refunds You must submit all credit transactions to us within 5 days of determining that a credit is due. 20. Additional Provisions for Specific Industries Merchants in the lodging industry There are additional rules and requirements that apply to merchants in the lodging industry for practices including guaranteed reservations and charges for no shows, advance deposits, overbookings, and priority checkout. If you are a lodging merchant and wish to participate in the payment organization lodging services programs, please contact your sales representative or relationship manager for details and the appropriate payments organization requirements. You must provide the cardholder with written confirmation of a guaranteed reservation. The confirmation must contain: • cardholder's name as it appears on the card, if present; • card number, truncated where required by applicable law to you or us and card expiration date if present, unless prohibited by applicable law to you or us; • reservation confirmation number; • anticipated arrival date and length of stay; • the cancellation policy in its entirety, inclusive of the date and time the cancellation privileges expire; and • any other pertinent details related to the reserved accommodations. If a cardholder requests a cancellation in accordance with your cancellation policy and specified time frames, you must provide the cardholder with a cancellation number and instructions to retain a record of it. If a cardholder requests a written confirmation of the cancellation, you must provide this confirmation to the cardholder within 3 business days of such request. For the purposes of this section, a "business day" means Monday through Friday, excluding Bank holidays. The cancellation confirmation must contain: 113 • the cardholder's reference that charges were placed on the card, if applicable, or a guarantee that a "no-show" charge will not be placed on the card; • the cardholder's name as it appears on the card, if present; • the card number, truncated as required by applicable law to you or us; • the card expiration date, if present, unless prohibited by applicable law to you or us; • the reservation cancellation number; • the date of cancellation; • the name of your employee that processed the cancellation; and • any other pertinent information related to the reserved accommodations. Pre -authorization for Travel & Entertainment (T&E) and restaurant merchants If you are a business engaged in providing travel and entertainment services (for example, car rentals, hotels, motels, etc.) or a restaurant business, and engage in the practice of "pre -authorization" you must comply with the following general procedures: • a hotel, motel, or car rental merchant may obtain an estimated authorization at the time of check-in. • restaurants must not add an estimated tip amount to the authorization request beyond the value of the goods provided, or services rendered, plus any applicable tax. • you must notify the cardholder of the dollar amount you intend to "Pre -Authorize". • if the customer decides to use another form of payment (for example, cash, check, etc.) you must promptly call the Voice authorization Response Unit to delete the authorization hold. Provide the cardholder's account number, original dollar amount and date of the transaction, and the authorization code. If a new transaction takes place, a new imprinted and signed sales draft for the exact amount and a new authorization code for that amount must be obtained. • VEHICLE RENTAL PROVIDERS MAY NOT INCLUDE POTENTIAL VEHICLE DAMAGE OR INSURANCE DEDUCTIBLES IN ANY PREAUTHORIZATIONS. • if you receive a decline on a transaction, you must wait 24 hours before attempting to reauthorize. If you reauthorize prior to this time frame and receive an approval, you may be subject to a chargeback and a fine imposed by the payments organizations. • hotels, motels, and car rental merchants are allowed up to a 15% variance above the amount authorized. If the final amount charged to the cardholder exceeds the original estimate by more than 15% above the preauthorization, you must authorize any additional amounts, and all incremental authorization codes must be written in the authorization area along with the date of authorization and the amount authorized. • pre -authorization for certain establishments services, are allowed up to a 20% (instead of 15%) variance above the amount authorized. If the final amount exceeds the amount "preauthorized" by more than 20%, you must authorize the additional amount. Estimating the authorization amount to include a tip is prohibited. The authorization request must include only the amount associated with the bill presented to your customer. • you must obtain an authorization for the initial estimated charges and then monitor the charges to ensure that the actual charges made do not exceed the estimated charges. If the actual charges exceed the amount of the initial estimated authorization (and any subsequent estimated authorizations), then you must secure a positive authorization for the additional amount. Subsequent authorizations must only be for the additional amount of total charges, and must not include any amounts already authorized. • the estimated amount of any pre -authorization for lodging accommodations must be based on (i) the intended length of stay; (ii) the room rate; (iii) applicable taxes and service charges; and (iv) other miscellaneous charges as dictated by experience. • if an authorization request is declined, no charges occurring after that date will be accepted for that cardholder. • you do not need to obtain a final authorization if the total sum of charges (the final amount) does not exceed 20% of the previously authorized charges. You must record the dates, authorized amounts, and their respective authorization approval codes on the sales draft(s). Merchants operating vending machines For Mastercard, if you are operating vending machines under MCC 5499 (Miscellaneous Food Stores -Convenience Stores, Markets, Specialty Stores), you need not provide a receipt at the time a transaction is conducted. However, if a vending machine cannot provide a printed receipt, you must disclose and post instructions advising cardholders how a receipt may be obtained. Telecommunication service providers You must contact Customer Service for approval and further instructions, rules and requirements before conducting telecommunication transactions. Telecommunication card sales occur when a telephone service provider is paid directly using a card for individual local or long-distance telephone calls, with the exception that prepaid telephone service cards are not and do not give rise to telecommunication card sales. The petroleum industry For Visa, Mastercard, STAR, American Express, Discover, and PayPal transactions, merchants operating in the petroleum industry that conduct card sales at Automated Fuel Dispensers (AFDs), may submit an authorization request for $1 to verify the validity of the card presented. Under such circumstances, you must submit an authorization advice message for the actual amount of the card sale within 60 minutes of completion of fuel delivery regardless of whether you previously received a partial authorization response or a positive authorization response for any other amount. If you do not complete the card sale following receipt of an approved authorization response for any amount, a request to cancel the authorization request must be submitted within 60 minutes of the completion of fuel delivery. APPENDICES APPENDIX 1 ADDITIONAL PROVISIONS FOR WEX AND VOYAGER WEX cards If you participate in the WEX Full Service program, the following terms and conditions will apply: DO'S • do provide, at your own expense, all equipment necessary to permit the electronic acceptance of the WEX cards, including the operation and maintenance of the equipment, telecommunication link, and provision of all networking services. • do include in any request for authorization the following information: — WEX cardholder account number, —vehicle number, —card expiration date, —driver identification number, — the amount of the transaction, — the date and time of the transaction, — the quantity of goods sold, unit price, and product code (the "authorization Request Data"), — an authorization number or other approval code from WEX for all manual WEX card sales (in other words, sales facilitated by a card imprinter). • do ensure that the product detail of each transaction is accurate including: — the type of goods sold, —quantity of goods sold, —unit price/price per gallon (if applicable), —taxes, and — any coupons presented. • do ensure that the product detail outlined equals the total amount of the sale when calculated (in other words, product quantity x unit price must equal the product amount. The sum of all product amounts including taxes minus any coupons must equal the total transaction amount). • do complete a WEX card sale only upon the receipt of an authorization approval message. • do provide a copy of the receipt for a WEX card sales, upon the request of the cardholder, to the extent permitted by applicable law. The receipt must not include the full account number or driver identification number. • do require the cardholder to sign a receipt when a WEX card sale is not completed by an island card reader. • do take all commercially reasonable efforts to protect manual WEX card sales data from fraud or misuse. • do securely maintain a record of all WEX card sales (including the authorization request data) for a period of one year. You must produce such records upon the reasonable request of WEX. • do notify us of any errors contained in a settlement report within 45 days of receipt of such report. We will not accept reprocessing requests for WEX transactions older than 90 days. • do allow WEX to audit records, upon reasonable advance notice, related to the WEX Full Service. • do retransmit WEX card sales data when reasonably requested to do so. DON'TS • Don't submit a WEX card sale for processing unless a WEX card is presented at the time of the sale. • Don't accept a WEX card if an expired card / decline message is received. • Don't submit a WEX card sale for processing until the goods have been delivered or services performed. • Don't accept a WEX card if it appears to be invalid or expired or there is reasonable belief that the WEX card is counterfeit or stolen. • Don't divide the price of goods and services purchased in a single WEX card sale among two or more sales receipts. • Don't permit a WEX card sale when only partial payment is made by use of the WEX card and the balance is paid with another bank card. • Don't remove fuel tax at the point of sale is not permitted. For all payment system product codes that are taxable, the transaction dollar amount and price per gallon (PPG) must 114 • contain the sum of the fuel cost and PPG inclusive of all applicable Federal, State, County, Local and other fuel taxes. You acknowledge and agree that your sole remedies with respect to the WEX Full Acquiring services will be against us and not WEX, except to the extent that WEX knows of any fraud related to the WEX cards and fails to provide notice of such fraud or WEX commits fraud in respect to the WEX Full Acquiring Services. Voyager cards • You must check Fleet Cards for any printed restrictions at the point of sale. • You must establish a fair policy for the exchange and return of merchandise. • You must promptly submit credits to us for any returns that are to be credited to a Voyager cardholder's account. • You must not give any cash refunds to any Voyager card holder in connection with a sale, unless required by law. In addition to the information set out in Section 11 (Sales Drafts), you must include the following information on a single page document constituting the sales draft for Voyager transactions: • all authorization request data for Voyager card sales must include the following: — Voyager cardholder account number, — card expiration date, — driver identification number; and — the amount of the transaction, date and time of the transaction, — quantity of goods sold, unit price, and product code (the "Authorization Request Data"). • all manual Voyager card sales (in other words, sales facilitated by a card imprinter) must include: — the Authorization Request Data, — an authorization number or other approval code from Voyager, — the type of goods sold, quantity of goods sold, unit price/price per gallon (if applicable), taxes, and — any coupons presented within the product. • the product detail outlined must equal the total amount of the sale when calculated, in other words: — product quantity x unit price must equal product amount. — the sum of all product amounts including taxes minus any coupons must equal the total transaction amount. You must not remove fuel tax at the point of sale. For all payment system product codes that are taxable, transaction dollar amount and price per gallon (PPG) must contain the sum of the fuel cost and PPG inclusive of all applicable Federal, State, County, Local and other fuel taxes. If there is an increase of 15% or more compared to the previous month in the number of Voyager transaction authorization calls that are not due to our or Voyager system outages, we may, at our discretion, deduct telephone charges from the settlement of your Voyager transactions. Fees will not exceed $0.25 per call. Settlement of Voyager transactions will generally occur by the fourth banking day after we process the applicable card transactions. We will reimburse you for the dollar amount of sales you submit for a given day, reduced by the amount of chargebacks, tax exemptions, discounts, credits, and the fees set out in the Agreement You must notify us of any errors contained with the settlement reports within 30 calendar days of receipt of such report. Neither we nor Voyager will be required to reimburse you for sales submitted more than 60 calendar days from the date of purchase. For daily transmission of sales data, you must securely maintain true and complete records for a period of not less than 36 months from the date of the generation of the data. You may store records on electronic media, if secure. You are responsible for the expense of retaining sales data records and sales drafts. APPENDIX 2 ADDITIONAL PROVISIONS FOR AMERICAN EXPRESS TRANSACTIONS For merchants participating in the American Express OptBlue® Program, you should review the operating guide made available to you at www.americanexpress com/merchantopguide. Treatment of the American Express marks Whenever payment methods are communicated to customers, or when customers ask what payments are accepted, you must indicate your acceptance of the American Express card and display the American Express marks (including any card application forms provided to you) as prominently and in the same manner as any other payment products. You must not use the American Express marks in any way that injures or diminishes the goodwill associated with the mark, nor (without our prior written consent) indicate that American Express endorses your goods or services. You must only use the American Express marks as permitted. You must cease using the American Express marks upon termination of your acceptance of American Express cards. For additional guidelines on the use of the American Express marks, please contact Customer Service. Treatment of American Express cardholder Information Any and all cardholder information is confidential and the sole property of the card issuing bank, American Express or its affiliates. Except as otherwise specified, you must not disclose cardholder Information, nor use nor store it, other than to facilitate transactions at your establishments in accordance with the terms on which you are authorized to accept American Express cards. Authorization for Card Not Present transactions If you process a Card Not Present transaction you must obtain the following information: • the card number; • the card expiration date; • the cardholder's name as it appears on the card; • the cardholder's billing address; and • the delivery address if different from the billing address. In addition, for Internet transactions you must: • use any separate merchant identification numbers (Seller ID) established for your Internet orders in all of your requests for authorization and Submission of charges; • provide us with at least one (1) month's prior written notice of any change in your Internet address; and • comply with any additional requirements that American Express provides from time to time. American Express has the right to chargeback for any Card Not Present transaction that the cardholder denies making or authorizing. However, American Express will not chargeback for any Card Not Present transaction based solely upon a claim by a cardholder that he or she did not receive the disputed goods if you have: • verified the address to which the goods were shipped was the cardholder's full billing address; and • provided proof of delivery signed by the cardholder or an authorized signer of the card indicating the delivery of the goods or services to the cardholder's full billing address. American Express will not be liable for actual or alleged fraudulent transactions over the Internet and will have the right to chargeback for those charges. If a disputed transaction arises involving a card not present transaction that is an Internet electronic delivery transaction, American Express may exercise a chargeback for the full amount of the transaction and place you in any of its chargeback programs. Charge records (also known as 'sales drafts') For each transaction submitted: • electronically - you must create an electronically reproducible charge record; and • on paper - you must create a charge record containing all of the following required data: — full card number and expiration date, and if available, cardholder name; — the date the transaction was incurred; — the amount of the transaction, which must be the total price for the purchase of goods and services (plus applicable taxes and gratuities) purchased on the card; — the authorization approval; — a clear description of the goods and services purchased by the cardholder; — an imprint or other descriptor of your name, address, merchant identification number and, if applicable, store number; — the words "No Refunds" if you have a no refund policy, and your return and cancellation policies; and —the cardholder's signature (if a Card Present transaction and you are not participating in the No Signature Program), or the words "telephone order," "mail order," "Internet Order," or "signature on file," as applicable (if a Card Not Present transaction). In the charge record (and a copy of the customer's receipt) you must: • include your return and cancellation policies; and • mask truncated card number digits with replacement characters such as "x," "*" or "#," and not blank spaces or numbers. If the cardholder wants to use more than one card for payment of a purchase, you may create a separate charge record for each card used. However, if the cardholder is using a single card for payment of a purchase, you must not divide the purchase into more than one transaction, and you must not create more than one charge record. Refunds To issue a refund you must: • compare the last four digits on the charge record against the card presented (when applicable); • issue the credit in the currency in which the original transaction was submitted to us; and • issue the credit to the card used to make the original purchase. If the credit is for the return of a gift by someone other than the cardholder who made the original purchase, you must apply your usual refund policy. If the cardholder indicates that the card on which the purchase was originally made is no longer active or available: 115 • for all cards except prepaid cards - advise the cardholder that you must issue the credit to that card; and if the cardholder has questions, advise him or her to call the customer service number on the back of the card in question; and • for prepaid cards, do apply your usual refund policy for returns. In the credit draft delivered to the cardholder you must mask truncated card number digits with replacement characters such as "x," "'" or "#," and not blank spaces or numbers. Your refund policy for card transactions must be at least as favorable as your refund policy for purchases made with other payment products or other payment methods. If you issue a credit, American Express will not refund the discount or any other fees or assessments previously applied on the corresponding transaction. The discount on chargebacks will not be refunded. Fraud mitigation tools American Express offers fraud mitigation tools for both Card Present and Card Not Present transactions to help verify that a transaction is valid. These tools help you mitigate the risk of fraud at the point of sale, but are not a guarantee that a transaction is in fact valid or bona fide, or that you will not be subject to a chargeback. For optimal use of the tools, please visit American Express' Fraud Prevention Information at: www americanexpress.com/fraudinfo. Recurring transactions For recurring transactions you must offer the cardholder the option to receive written notification for the recurring transaction(s) at least (10) ten days prior to submitting, or any time the transaction amount exceeds a maximum amount that has been set by the cardholder. You must clearly and conspicuously disclose all material terms of the option, including, if applicable, the fact that recurring billing will continue until the option is canceled by the cardholder. If the material terms of the option change after submission of the first recurring transaction, you must promptly notify the cardholder in writing of such change and obtain the cardholder's express written consent to the new terms prior to submitting another recurring transaction. For recurring transactions you must: • periodically verify with cardholders that their information (for example, card number, expiration date, billing address) is still accurate. This will improve the likelihood of obtaining an approval to an authorization request; • retain evidence of consent to receive updated card account information from the card issuing bank for 24 months from the date you submit the last recurring transaction. • ensure that your process for cancellation of recurring transactions is simple and expeditious; and • within 24 hours of incurring the first recurring billing transaction, provide the cardholder written confirmation (for example, email or facsimile) of such transaction, including all material terms of the option and details of your cancellation/refund policy. If your recurring transaction amounts vary, you must offer the cardholder the right to receive written notification of the amount and date of each recurring transaction: • at least ten (10) days before submitting each transaction; or • whenever the amount of the transaction exceeds a maximum recurring transaction amount specified by the cardholder. For more information about processing prepaid cards: • call the customer service number on the back of the card in question; or • see American Express Card Organization Rules regarding "additional authorization requirements." No Signature Required program You may participate in the No Signature Required program under which you are not required to request a signature from cardholders on the transaction record provided that: • your business is classified in an industry that accepts in-person charges, with the exception of the following categories: — Merchants who do not conduct in-person charges (in other words, Internet, mail order or telephone order). — prohibited merchants or prohibited transactions (or both) as defined in American Express Card Organization Rules regarding "risk evaluation." high-risk Merchants (for example, Internet electronic services or nightclubs /lounges) as defined in American Express Card Organization Rules regarding "high risk merchants. — Merchants placed in our Fraud Full Recourse program. See American Express Card Organization Rules regarding "chargeback programs". • in relation to the transaction: —the transaction amount must meet the threshold established in American Express' country specific policy. — the transaction must include the appropriate indicator to reflect that the card and the Cardholder were present at the point of sale. —the transaction must include a valid approval. Under the American Express No Signature Required program, chargebacks will not be exercised for such charges based solely on your failure to obtain the cardholder's signature at the point of sale. If a disproportionate number of disputed charges under the No Signature Required Program occur, you must cooperate to reduce the number of disputed charges. If such efforts fail, you may be placed in American Express chargeback programs, or your participation in the No Signature Required Program may be modified or terminated. Travelers cheques Travelers cheques are available in various denominations and currencies. The denom- inations in US dollars range from $20 to $1000. You must exercise caution when presented with a travelers cheque in a denomination of $500 or greater. The higher denominated travelers cheques are rarely sold, and so more likely to be counterfeit. To accept a travelers cheque, watch your customer countersign in the lower left comer of the travelers cheque, and compare the countersignature to the signature in the upper left comer of the travelers cheque. • if the signature and countersignature are a reasonable match (they look alike, but may not be identical), you may accept the cheque and there is no need to obtain any identification. • if you suspect that the countersignature may be false, or you did not watch the customer countersign, ask your customer to tum the cheque over and sign again across the left-hand side (in the same manner one typically endorses a check); then take the cheque and fold up the bottom right-hand corner so that you can compare the original signature with the new one. • if the signatures are not the same, or you have any questions regarding the validity of the cheque, call Customer Service. • if you suspect that the travelers cheque may be fraudulent, verify that the cheque is authentic by: — performing the smudge test. Turn the cheque over (non -signature side). Wipe a moistened finger across the denomination. — on the right side of the cheque, the ink should not smudge. — on the left side of the cheque, the ink should smudge. —obtaining online Authorization at www.americanexpress.com/verifyamextc. You are not required to obtain authorization before accepting a travelers cheque. High CV Merchants You acknowledge that you will be converted from the American Express US Enhanced Acquisition Program to a direct card acceptance relationship with American Express if and when you become a 'High CV Merchant' in accordance with the American Express Card Organization Rules. As part of this acknowledgment you agree that upon conversion: (i) you will be bound by American Express' then -current agreement for card acceptance; and (ii) American Express will set pricing and other fees payable by you for card acceptance. A "High CV Merchant" is a Program Merchant with Estimated Annual Charge Volume (ECV) of greater than (i) United States currency (USD) $1,000,000 in the United States excluding Puerto Rico and the U.S. Virgin Islands or (ii) USD $1,000,000 in Puerto Rico and the U.S. Virgin Islands. Where a Program Merchant Prospect has more than one Establishment, then the ECV of (i) all Establishments operated under the same tax identification number (TIN) in a region shall be aggregated or (ii) all Establishments operated under different TINS but as a unified business enterprise in a region shall be aggregated. For clarification purposes, a 'unified business enterprise' shall include Establishments that are owned, operated, or affiliated to a single business entity. Marketing opt -outs You agree that when providing your contact information to us that you may receive messages from American Express, including important information about American Express products, services, and resources available to your business. These messages may be sent to the mailing address, phone numbers, email addresses or fax numbers that you provide. If you provide a wireless phone number, you agree that you may be contacted at that number and the communications sent may include autodialed short message service (SMS or "text") messages or automated or pre-recorded calls. If you provide a fax number, you agree that you may be sent fax communications. American Express may otherwise use and share your information for business purposes and as permitted by applicable law. American Express uses reasonable administrative, technical and physical security measures to protect your information consistent with the sensitivity of the information. You may opt out of newsletters or messages about products, services and resources for different forms of communications by contacting us, via inbound telephone, email, facsimile, website and any other means identified by us, or by exercising the opt -out options that may be described or offered in emails, SMS messages, faxes or other communications. If you opt out, you may still receive messages from American Express regarding services and programs designed to enhance the value of the American Express Network. Protecting American Express Card Member Information These merchant data security requirements apply to all of your equipment, systems, and networks on which encryption keys, cardholder data and/or sensitive authentication data are stored, processed, or transmitted. Standards for protection of cardholder data and sensitive authentication data You must, and you must ensure that all of your employees, agents, representatives, subcontractors, processors, service providers, providers of point-of-sale equipment or systems or payment processing solutions, and any other party to whom you may provide card member information access, will: 116 • store American Express cardholder data only to facilitate transactions for your acceptance of American Express cards; • comply with the current version of the PCI DSS, no later than the effective date for implementing that version; and • use, when deploying new or replacement PIN entry devices or payment applications (or both), only those that are PCI -approved. You must protect all charge records and credit records retained in accordance with these data security provisions. You must use these records only for purposes of your acceptance of American Express cards and you must safeguard the records accordingly. Data incidents If you discover a data incident, you must: • notify us immediately and in no case later than 24 hours after such discovery; • conduct a thorough forensic investigation of each data incident; this must be conducted by a PCI forensic investigator (PFI) if the data incident involves 10,000 or more unique card numbers (or otherwise at our request); • promptly provide to us all compromised card numbers and the forensic investigation report of the data incident; • work with us to rectify any issues arising from the data incident, including consulting with us about your communications to card members affected by the data incident and providing (and obtaining any waivers necessary to provide) to us all relevant information to verify your ability to prevent future data incidents; and • at our request, provide validation by a qualified security assessor (QSA) that the deficiencies have been remediated. Forensic investigation reports must: • include forensic reviews, reports on compliance, and all other information related to the data incident; • identify the cause of the data incident; • confirm whether or not you were in compliance with the PCI DSS at the time of the data incident: and • verify your ability to prevent future data incidents by providing a plan for remediating all PCI DSS deficiencies. American Express has the right to disclose information about any data incident to card members, issuers, other participants on the American Express network, and the general public as required by applicable law, by judicial, administrative, or regulatory order, decree, subpoena, request, or other process; in order to mitigate the risk of fraud or other harm; or otherwise to the extent appropriate to operate the American Express network. Periodic validation of your systems You must take steps to validate under PCI DSS annually and quarterly the status of your equipment, systems and networks (and their components) on which cardholder data and sensitive authentication data are stored, processed or transmitted. Step 1 - Enroll in a compliance program You must submit applicable periodic validation documentation to us. Please contact us for more information regarding data security compliance requirements. Step 2 - Determine merchant level and validation requirements Most merchant levels are based on the volume of transactions submitted by establishments. You will fall into one of the merchant levels specified in the following table: Merchant Definition Validation Level documentation Requirement 1 2.5 million transactions or more per year, or any merchant that American Express otherwise deems a level 1 merchant Annual on-site security assessment report and quarterly network scan Mandatory 2 50,000 to 2.5 million transactions per year Annual self-assessment questionnaire (SAQ) and quarterly network scan Mandatory 3 Less than 50,000 transactions per year Annual SAQ and quarterly network scan Strongly recommended 3- Less than 50,000 . transactions per year and designated a level 3 merchant by American Express Annual SAQ and quarterly network scan Mandatory - As designated by American Express. American Express may require certain level 3 merchants to enroll in American Express' compliance program. Such merchants must enroll no later than ninety (90) days following receipt of such notice from us. All other level 3 merchants need not submit validation documentation, but must comply with all other provisions of these data security provisions. The validation documentation which you must send to us is as follows: Annual onsite security Annual self-assessment Quarterly network scans This is a detailed onsite examination of your equipment, systems, and networks (and their components) where cardholder data or sensitive authentication data (or both) are stored, processed, or transmitted. YOU MUST: — ensure that the annual onsite security assessment is performed by (i) a QSA, or (ii) you and certified by your chief executive officer, chief financial officer, chief information security officer or principal; — submit the AOC section of the SAQ annually to us, and include copies of the full SAQ upon request; and — ensure that the AOC certifies compliance with all requirements of the PCI DSS. This is a process using the PCI DSS self- assessment questionnaire (SAQ) that allows self-examination of your equipment, systems, and networks (and their components) where cardholder data or sensitive authentication data (or both) are stored, processed, or transmitted. YOU MUST: —ensure that the SAQ is performed by you and certified by your chief executive officer, chief financial officer, chief information security officer or principal; — submit the AOC section of the SAQ annually to us, and include copies of the full SAQ upon request; and — ensure that the AOC of the SAQ certifies compliance with all requirements of the PCI DSS. The quarterly network scan is a process that remotely tests your internet-connected computer networks and web servers for potential weaknesses and vulnerabilities. YOU MUST: — ensure that the quarterly network scan is performed by an approved scanning vendor (ASV); — complete and submit the ASV scan report attestation of scan compliance (AOSC) or executive summary of findings of the scan (and copies of the full scan, on request) quarterly to us; — ensure that the AOSC or executive summary certifies that (i) the results satisfy the PCI DSS scanning procedures, (ii) no high risk issues are identified, and (iii) the scan is passing or compliant. Step 3 - Send the validation documentation to Participant Compliance and validation are completed at your expense. By submitting validation documentation to us, you represent and warrant to us that you are authorized to disclose the information contained in it and are providing the validation documentation without violating any other party's rights. Merchants not compliant with PCI DSS If you are not compliant with the PCI DSS, then you must: • complete and submit an AOC including "Part 4. Action Plan for Non -Compliant Status" to us; • designate a remediation date, not to exceed twelve (12) months following the date of the AOC, for achieving compliance; and • provide us with periodic updates of your progress toward remediation under the "Action Plan for Non -Compliant Status." Non -validation fees and termination of right to accept cards We have the right to impose non -validation fees on you and terminate your right to accept cards if you do not fulfill these requirements or fails to provide the mandatory validation documentation to us by the applicable deadline. We will notify you separately of the applicable deadline for each annual and quarterly reporting period. If we do not receive your mandatory validation documentation, then we have the right to terminate your right to accept cards and to impose non -validation fees on you. Periodic validation of level EMV merchants Your merchant level may be classified as EMV if you submit 50,000 (or more) American Express card transactions per year, of which at least 75% are made by the card member with the physical card present at a point of sale system compliant with EMV specifications and capable of processing contact and contactless transactions on a chip -enabled device. If you are classified as merchant level EMV, you may submit the annual EMV attestation (AEA) instead of other validation documentation, in which case you must submit the AEA annually to us. Even if you fall into merchant level 1 or 2, if you are classified as merchant level EMV, you only need to submit the AEA, and not the other merchant level 1 and 2 validation documentation. The AEA involves a process using PCI DSS requirements that allows self- examination of your equipment, systems, and networks (and their components) where cardholder data or sensitive authentication data (or both) are stored, processed or transmitted. The AEA must: • be performed by you; • be certified by your chief executive officer, chief financial officer, chief information security officer, or principal; and • certify that you meet the requirements for merchant level EMV. 117 APPENDIX 3 SPECIAL PROVISIONS FOR DISCOVER NETWORK DISCOVER NETWORK PROTOCOL FOR INTERNET TRANSACTIONS Each Internet Discover Network card transaction accepted by you and submitted to us shall comply with Discover Network standards, including Discover Network standards governing the formatting, transmission and encryption of data, referred to as the "designated protocol". You shall accept only those Internet Discover Network card transactions that are encrypted in accordance with the designated protocol. As of the date of these procedures, the designated protocol for the encryption of data is Secure Socket Layer (SSL). We may, at our discretion, withhold Settlement until security standards can be verified. However, the designated protocol, including any specifications with respect to data encryption, may change at any time upon 30 days advance written notice. You shall not accept any Internet Discover Network card transaction unless the transaction is sent by means of a browser that supports the designated protocol. AUTHORIZATIONS Card Not Present Transactions For Discover Network Card Not Present transactions, you must also verify the name and billing address of the Discover Network cardholder using the Address Verification System (AVS). Discover Network procedure for requestfor cancellation of authorization If a Discover Network or PayPal card sale is canceled or the amount of the transaction changes following your receipt of authorization for the sale, you must process an authorization reversal via your POS Device or, for voice -approved authorizations, call your Authorization Center directly and request a cancellation of the authorization. An authorization may be canceled at any time within 10 days of your receipt of the authorization, but must be canceled before the sales data relating to the transaction is submitted to us, after which the authorization cannot be changed. For an authorization cancellation, you must provide us with the following information, in this order: • the Discover Network Merchant Number used in the authorization; • the card number; • the original amount of the authorization being canceled; • the new amount of the total transaction (if any); • the original authorization code for the authorization being canceled; • the expiration date of the card; and • a brief reason for the authorization cancellation. Discover Network Cash Over Transactions Cash over transactions are only available for Discover Network. You may issue cash over in connection with a Discover Network card sale, provided that you comply with the terms on which you are authorized to accept cards, including the following requirements: • you must deliver to us a single authorization request for the aggregate total of the goods/services purchase amount and the cash over amount of the card sale. You may not submit separate authorization requests for the purchase amount and the cash over amount; • the sales draft must include both the purchase amount and the cash over amount, and you may not use separate sales drafts for the purchase amount and cash over amount; • cash over may only be offered with a Card Present card sale that includes a purchase of goods or services by the cardholder. You must not issue cash over as a stand-alone transaction. If you offer cash over, you may require the total amount of a card sale with a credit product, including cash over, to meet a minimum transaction amount of up to $10. You must not assess or charge fees of any type or amount, including any surcharges, on cash over transactions. You must not include in cash over transactions any of the fees or charges applicable to cash advances; • cash over may not be dispensed in connection with credits, cash advances, or any card sale for which you are unable to electronically capture Track Data using the POS device; and • the maximum amount of cash that you may issue as cash over is $100. Cash over may not be available in certain markets. Contact us for further information. APPENDIX 4 SPECIAL PROVISIONS FOR PAYPAL PAYPAL DOES NOT PERMIT THE FOLLOWING TRANSACTION TYPES: PayPal does not permit intemet (ecommerce), mail order, manually key -entered, cash type transactions (including, cash over, cash advance or quasi cash transactions), or international/non-U.S. currency transactions. Contact us for further information related to these transaction types. AUTHORIZATIONS PayPal procedure for request for cancellation of authorization If a PayPal card sale is canceled or the amount of the transaction changes following your receipt of authorization for the sale, you must process an authorization reversal via your POS Device. PayPal Sublicense to Use PayPal Marks. You are prohibited from using the PayPal Marks, as defined below, other than as expressly authorized in writing by us. "PayPal Marks" means the brands, emblems, trademarks, or logos that identify PayPal acceptance. You may use the PayPal Marks only to promote PayPal products, offers, services, processing and /acceptance. Your use of the PayPal Marks is restricted to the display of decals, signage, advertising, and marketing materials provided or approved by PayPal in writing pursuant to the process set forth in the PayPal Card Organization Rules. You are not permitted to use the PayPal Marks in such a way that PayPal Account Holders could believe that the products or services offered by you are sponsored or guaranteed by the owners of the PayPal Marks. You recognize that you have no ownership rights in the PayPal Marks. You are not permitted to assign to any third party any of the rights to use the PayPal Marks. You are prohibited from using the PayPal Marks, not permitted above, unlessexpressly authorized in writing by PayPal. APPENDIX 5 SPECIAL PROVISIONS FOR ALIPAY What is Alipay Alipay is a payment processing platform offering a variety of services to Chinese National consumers. Alipay offers consumers the ability to make payments using prepaid funds stored in a digital wallet account established between Alipay and the Alipay consumer. Alipay Services We will process payment transactions you submit under this Agreement that are initiated by consumers presenting their Alipay-branded electronic payment credentials as issued by the Alipay Payment Organization at your locations that accept Alipay. State Restrictions If you elect to accept Alipay services Processor may provide them to you in the States where legally permitted. Alipay Funding Schedule Alipay transactions are settled and funded in China Standard Time. Alipay recognizes certain days as Chinese National holidays which can cause funding delays. The holidays can be as long as 5 consecutive days. Authorizations are not impacted during these holidays. Refunds and Transaction Adjustments Alipay consumers have 90 days from the transaction date to request a refund. After 90 days, all refund requests will be declined. Merchants will receive notification and will have the authority to determine if they wish to process the refund or reject the request (in accordance with your stated policy(ies) and any applicable laws). 118 PART 11 B. CARD GENERAL TERMS In addition to the preceding Your Payments Acceptance Guide, our Agreement with you includes the following General Terms. If you fail to follow any of the provisions of the Your Payments Acceptance Guide Procedures or General Terms, you may incur certain liabilities and we may terminate our Agreement. 21. Services Subject to Card Organization Rules, Services may be performed by us, our Affiliates, our agents, or other third parties we may designate from time to time in connection with this Agreement. 22. Your Payments Acceptance Guide; Card Organization Rules and Compliance You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Card Organization Rules, including without limitation, the data security requirements described in Part I, Section 5. From time to time, we may amend the General Terms, by providing you with at least 20 days' prior written notice, and those provisions will be deemed incorporated into this Agreement. However, for changes in the Card Organization Rules or for security reasons, certain changes in Card procedures may become effective on shorter notice. If there are any inconsistencies between the General Terms and Your Payments Acceptance Guide, the General Terms will govem. You are responsible for staying apprised of all applicable changes to the Card Organization Rules and maintaining compliance with the Card Organization Rules. Card Organization Rules may be available on web sites such as hitp'//usa visa com/merchants/merchant- support/international-operating-regulationsjsp and http://www.mastercard.com/us /merchant/support/rules.html. These links may change from time to time. 23. Settlement of Card Transactions 23.1. We will only be required to settle Card transactions for Card types specified in your Application. Promptly after presentment of Sales Drafts pursuant to Your Payments Acceptance Guide, we will initiate a transfer of the applicable settlement funds to you. 23.2. Unless otherwise agreed to in writing to the contrary, all discount fees are deducted daily. All settlements for Visa, Mastercard, Discover Network, PayPal and American Express Card transactions will be net of Credits, Summary Adjustments, applicable discount fees when due, Chargebacks and any other amounts then due from you. We may also set off from any payments otherwise due, any amounts owed to any of our respective Affiliates, whether or not arising out of or related to this Agreement. 23.3. All credits to your Settlement Account or other payments to you are provisional and are subject to, among other things, our right to deduct our fees, our final audit, Chargebacks (including our related losses), and fees, fines and any other charge imposed on us by the Card Organizations as a result of your acts or omissions. You agree that we may debit or credit your Settlement Account for any deficiencies, overages, fees, pending Chargebacks and any other amounts owed to us or any of our respective Affiliates, or we may deduct such amounts from settlement funds or other amounts due to you from us, or our respective Affiliates. You further agree we can offset any amounts owed to us or our Affiliates related to activity in other accounts maintained in the name of or guaranteed by you, any of your principals, guarantors or authorized signors. Alternatively, we may elect to invoice you for any such amounts, net due 30 days after the invoice date or on such earlier date as may be specified. 23.4. We will not be liable for any delays in receipt of funds or errors in debit and credit entries caused by you or any Person. 23.5. In addition to any other remedies available to us under this Agreement, you agree that should any Event of Default (see Section 30.4) occur, we may, with or without notice, change processing or payment terms and/or suspend credits or other payments of any and all funds, money and amounts now due or hereafter to become due to you pursuant to the terms of this Agreement, until we have had reasonable opportunity to investigate such event. 23.6. You acknowledge and agree that transfers to and from the Settlement Account shall be based on the account number and routing number supplied by you. We are not responsible for detecting errors in any Settlement Account information you provide, including the account numbers and routing numbers, even if any of those numbers do not correspond to the actual account or financial institution identified by name. 23.7. This Agreement is a contract whereby we are extending financial accommodations to you within the meaning of Section 365(c) of the U.S. bankruptcy code. Your right to receive any amounts due or to become due from us is expressly subject and subordinate to Chargeback, setoff, lien, security interest and our rights to withhold settlement funds under this Agreement, without regard to whether such Chargeback, setoff, lien, security interest and the withholding of settlement funds rights are being applied to claims that are liquidated, unliquidated, fixed, contingent, matured or unmatured. 23.8. Agent Appointment. If applicable, by accepting Alipay, you non -exclusively appoint First Data Merchant Services, LLC ("FDMS") as your agent solely for the limited purpose of receiving settlement funds from Alipay on your behalf for the transactions submitted from your participating locations. You acknowledge that payment of settlement funds to FDMS by Alipay constitutes full and final settlement of such amounts payable to you by Alipay. 23.9. Alipay services are provided solely by Processor, and the Bank has no performance obligations or liabilities of any nature in connection with Alipay. 24. Exclusivity During the term of this Agreement, you shall use us as your exclusive provider of all Services. 25. Fees; Adjustments; Collection of Amounts Due 25.1. In consideration of the Services provided by us, you shall be charged, and hereby agree to pay us any and all fees set forth in this Agreement (for the purposes of clarity, this includes the Application and any additional pricing supplements or subsequent communications), all of which shall be calculated and payable pursuant to the terms of this Agreement and any additional pricing supplements or subsequent communications. If a transaction fails to qualify for your anticipated interchange levels or you inadvertently or intentionally accept a transaction other than the type anticipated for your account (including a different Card type), then, as applicable to your pricing method, you will be charged a higher interchange, Discount Rate or Non -Qualified Interchange Fee, as well any applicable surcharge for that transaction, all as further described in Section A.3 of Part IV of this Agreement and in the Application. With respect to inadvertent or intentional acceptance of a transaction other than the type anticipated for your account (including a different Card type), you will also be subject to payment to us of our then -current transaction fee(s) with respect to such Card and /or transaction and be liable, obligated and responsible under this Agreement for any such transaction to the same extent as you would be if it was of a Card type elected and approved. For more information on Visa's and Mastercard's interchange rates, please go to www.visa.com and www.mastercard corn. 25.2. All authorization fees will be charged for each transaction that you attempt to authorize. All capture fees will be charged for each transaction that you transmit to us for settlement. If you are being billed a combined fee for both the authorization and capture of a transaction, the authorization and capture must be submitted as a single transaction, otherwise the authorization and the capture will each be charged separately. You are responsible for utilizing software or services that will correctly submit these transactions to achieve the combined billing. 25.3. The fees for Services set forth in this Agreement are based upon assumptions associated with the anticipated annual volume and average transaction size for all Services as set forth in this Agreement and your method of doing business. If the actual volume or average transaction size are not as expected or if you significantly alter your method of doing business, we may adjust your discount fee and transaction fees without prior notice. 25.4. The fees for Services set forth in this Agreement may be adjusted to reflect increases, or new fees imposed by Card Organizations, including without limitation, interchange, assessments and other Card Organization fees, or to pass through increases or new fees charged to us by other Persons related to the Services. All such adjustments shall be your responsibility to pay and shall become effective upon the date any such change or addition is implemented by the applicable Card Organization or other Person as specified in our notice to you. 25.5. Subject to Section 30.3, we may also increase our fees or add new fees for Services for any reason at any time, by notifying you thirty (30) days' prior to the effective date of any such change or addition. 25.6. If you receive settlement funds by wire transfer, we may charge a wire transfer fee per wire. 25.7. To the extent the Automated Clearing House ("ACH") settlement process is used to effect debits or credits to your Settlement Account, you agree to be bound by the terms of the operating rules of the National Automated Clearing House Association, as in effect from time to time. You hereby authorize us to initiate credit and debit entries and adjustments to your account through the ACH network and /or through direct instructions to the financial institution where your Settlement Account is maintained for amounts due under this Agreement and under any agreements with us or our respective Affiliates for any products or services, as well as for any credit entries in error. You hereby authorize the financial institution where your Settlement Account is maintained to effect all such debits and credits to your account. This authority will remain in full force and effect until we have given written notice to the financial institution where your Settlement Account is maintained that all monies due under this Agreement and under any other agreements with us or our respective Affiliates for any products or services have been paid in full. You are solely responsible to inform us in writing if you want any fees or other adjustments to be debited from an account other than your Settlement Account. 25.8. You agree to pay any fines imposed on us by any Card Organization resulting from Chargebacks and all fees, fines and other charges imposed on us by a Card Organization with respect to your acts or omissions. You are also responsible for all fees, fines, and other charges imposed on us as a result of acts or omissions by your agents or third parties. 25.9.1f your Chargeback percentage for any line of business exceeds the estimated industry Chargeback percentage, you shall, in addition to the Chargeback fees and any applicable Chargeback handling fees or fines, pay us an excessive Chargeback fee for all Chargebacks occurring in such month in such line(s) of business. Each estimated industry Chargeback percentage is subject to change from time to time by us in order to reflect changes in the industry Chargeback percentages reported by Visa, Mastercard, American Express, Discover Network, or PayPal. Your Chargeback Percentage will be calculated as the larger of (a) the total Visa, Mastercard, American Express, Discover Network and 119 PayPal Chargeback items in any line of business in any calendar month divided by the number of Visa, Mastercard, American Express, Discover Network and PayPal transactions in that line of business submitted that month, or (b) the total dollar amount of Visa, Mastercard, AmericanExpress, Discover Network and PayPal Chargebacks in any line of business received in any calendar month divided by the total dollar amount of your Visa, Mastercard, American Express, Discover Network and PayPal transactions in that line of business submitted in that month. 25.10. You agree to promptly and carefully review your merchants statements or other documents provided or made available to you (physically, electronically or otherwise provided by Us or others) reflecting Card transaction activity, including, activity in your Settlement Account. If you believe any adjustments should be made with respect to your Settlement Account, you must notify us in writing within sixty (60) days after any debit or credit is or should have been effected or such shorter period as provided in the terms and conditions that govern such account. If you notify us after sixty (60) days, we shall have no obligation to investigate or effect any adjustments. Any voluntary efforts by us to assist you in investigating such matters shall not create any obligation to continue such investigation or any future investigation. 25.11. If you do not pay us all fees and any other amounts due under this Agreement within thirty (30) days of the date of our merchant statement or other statement setting forth the amount due, then we may, in our sole discretion, charge you interest, for such time that the amount and all accrued interest remain outstanding at the lesser of (i) 12% APR, or (ii) the maximum rate permitted by applicable law. 25.12. Other Debits. We may also debit your Settlement Account or your settlement funds in the event we are required to pay Card Organization fees, charges, fines, penalties or other assessments as a consequence of your sales activities. Such debits shall not be subject to any limitations of time specified elsewhere in the Agreement, including, without limitation the following, which we may add to or delete from this list as changes occur in the Card Organization Rules or our Your Payments Acceptance Guide pursuant to Section 22: • Card Organization fees, charges, fines, penalties, registration fees, or other assessments including any fees levied against us or any amount for which you are obligated to indemnify us. • Currency conversion was incorrectly calculated. NOTE: For Discover Network transactions, you are not permitted to convert from your local Discover Network approved currency into another currency, nor may you quote the price of a transaction in U.S. Dollars if completed in another approved currency. • Discount Rate not previously charged. • Reversal of deposit posted to your account in error. • Debit for Summary Adjustment not previously posted. • Reversal of Credit for deposit previously posted. • Debit for Chargeback never posted to your account. • Debit for EDC Batch error fee. • Card Organization Merchant Chargeback/fraud monitoring fees — excessive Chargeback handling fees. • Failure of transaction to meet Member Controller Authorization Service ("MCAS") — Cardholder account number on exception file. • Original transaction currency (foreign) not provided. • Travel Voucher exceeds maximum value. • Debit and/or fee for investigation and/or Chargeback costs related to this Agreement, or for costs related to our collection activities in an amount no less than $100.00. • Costs arising from replacement or damage to equipment rented. • Payment of current or past due amounts for any equipment purchase or rental. • Incorrect merchant descriptor (name and/or city, state) submitted. • Incorrect transaction date submitted. • Shipping and handling fees. • Costs or expenses associated with responding to any subpoena, garnishment, levy or other legal process associated with your account in an amount no less than $150.00. 26. Chargebacks 26.1. You shall be responsible for reimbursing us for all transactions you submit that are charged back. See Your Payments Acceptance Guide for additional information regarding Chargebacks and Chargeback procedures. 26.2. You shall reimburse us for any Chargebacks, return items, or other losses resulting from your failure to produce a Card transaction record requested by us within the applicable time limits. 27. Representations; Warranties; Covenants; Limitations on Liability; Exclusion of Consequential Damages 27.1. Without limiting any other warranties hereunder, you represent, warrant to and covenant with, us, and with the submission of each Sales Draft reaffirm, the following representations, warranties and/or covenants: 27.1.1. each Card transaction is genuine and arises from a bona fide transaction permissible under the Card Organization Rules by the Cardholder directly with you, represents a valid obligation for the amount shown on the Sales Draft, preauthorized order, or Credit Draft, and does not involve the use of a Card for any other purpose; 27.1.2. each Card transaction represents an obligation of the related Cardholder for the amount of the Card transaction; 27.1.3. the amount charged for each Card transaction is not subject to any dispute, setoff or counterclaim; 27.1.4. each Card transaction amount is only for respective merchandise or services (including taxes, but without any surcharge) sold, leased or rented by you pursuant to your business as indicated on the application and, except for any delayed delivery or advance deposit Card transactions expressly authorized by this Agreement, that merchandise or service was actually delivered to or performed for the Cardholder entering into that Card transaction simultaneously upon your accepting and submitting that Card transaction for processing; 27.1.5. with respect to each Card transaction, you have no knowledge or notice of any fact, circumstance or defense which would indicate that such Card transaction is fraudulent or not authorized by the related Cardholder or which would otherwise impair the validity or collectability of that Cardholder's obligation arising from that Card transaction or relieve that Cardholder from liability with respect thereto; 27.1.6. each Card transaction is made in accordance with these General Terms, Card Organization Rules and Your Payments Acceptance Guide; 27.1.7. each Sales Draft is free of any alternation not authorized by the related Cardholder; 27.1.8. you have completed one Card transaction per sale; or one Card transaction per shipment of goods for which the Cardholder has agreed to partial shipments; 27.1.9. you are validly existing, in good standing and free to enter into this Agreement; 27.1.10. each statement made on the Application or other information provided to us in support of this Agreement is true and correct; 27.1.11. you are not doing business under a name or style not previously disclosed to us; 27.1.12. you have not changed the nature of your business, Card acceptance practices, delivery methods, retum policies, or types of products or services sold requiring a different MCC under Card Organization Rules, in a way not previously disclosed to us; 27.1.13. you will use the Services only for your own proper business purposes and will not resell, directly or indirectly, any part of the Services to any Person; (NOTE: Factoring is prohibited.) 27.1.14. you have not filed a bankruptcy petition not previously disclosed to us; 27.1.15. you own and control the Settlement Account, and no third party security interest or lien of any type exists regarding the Settlement Account or any Card transaction. 27.1.16. you will not at any time during the term of this Agreement, or until all amounts due under this Agreement have been paid in full, grant or pledge any security interest or lien in the Reserve Account, Settlement Account or transaction proceeds to any Person without our consent; 27.2. THIS AGREEMENT IS A SERVICE AGREEMENT. WE DISCLAIM ALL REPRE -SENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUAL -ITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT OR OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY SERVICES OR ANY GOODS PROVIDED BY A THIRD PARTY. 27.3. IN NO EVENT SHALL WE OR OUR AFFILIATES OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES AND AGREES THAT PAYMENT OF ANY EARLY TERMINATION FEE OR LIQUIDATED DAMAGES AS PROVIDED ELSEWHERE IN THIS AGREEMENT SHALL NOT BE PROHIBITED BY THIS PARAGRAPH. 27.4. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTIONS 33 or 28.5), OUR CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT), REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL NOT EXCEED, (I) $50,000; OR (II) THE AMOUNT OF FEES RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR SERVICES PERFORMED IN THE IMMEDIATELY PRECEDING 12 MONTHS, WHICHEVER IS LESS. 27.5. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTION 30), OUR LIABILITY FOR ANY DELAY IN FUNDING TRANSACTIONS TO YOU FOR ANY REASON, OTHER THAN FOR ANY REASON DESCRIBED IN SECTIONS 23.4 AND 23.6, WILL BE LIMITED TO INTEREST COMPUTED FROM THE DATE THAT YOU SUBMIT THE TRANSACTION TO THE DATE THAT WE FUND THE TRANSACTION AT THE RATE OF THE FEDERAL FUNDS AS SET BY THE FEDERAL RESERVE BANK OF NEW YORK, NEW YORK, FROM TIME TO TIME, LESS ONE PERCENT (1%). 120 27.6. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BANK IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY, TO YOU IN ANY WAY WITH RESPECT TO NON-BANK SERVICES. 28. Confidentiality 28.1. Unless you obtain written consents from us and each applicable Card Organization, Issuer and Cardholder, you must not use, disclose, store, sell or disseminate any Cardholder information obtained in connection with a Card transaction (including the names, addresses and Card account numbers of Cardholders) except for purposes of authorizing, completing and settling Card transactions and resolving any Chargebacks, Retrieval Requests or similar issues involving Card transactions, other than pursuant to a court or governmental agency request, subpoena or order. You shall use proper controls for and limit access to, and render unreadable prior to discarding, all records containing Cardholder account numbers and Card imprints. You may not retain or store Magnetic Stripe data or Card Validation Codes after a transaction has been authorized. If you store any electronically captured signature of a Cardholder, you may not reproduce such signature except upon our specific request. 28.2. You acknowledge that you will not obtain ownership rights in any information relating to and derived from Card transactions. Cardholder account numbers, personal information and other Card transaction information, including any databases containing such information, may not be sold or disclosed to a Person as an asset upon a bankruptcy, insolvency or failure of Client's business. Upon a bankruptcy, insolvency or failure of Client's business, all Card transaction information must be returned to Servicers or acceptable proof of the destruction of all Card transaction information must be provided to Servicers. 28.3. You will treat this Agreement, the Card Organization Rules and any information supplied or otherwise made accessible by us or our agents as confidential, including without limitation, (i) information about the products, services, operations, procedures, customers, suppliers, sales, pricing, business plans and marketing strategies of Servicers, their respective Affiliates and the customers, clients and suppliers of any of them; (ii) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords Servicers a competitive advantage over its competitors; and (iii) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, show -how and trade secrets, whether or not patentable or copyrightable and will not disclose the same to any third parties, provided, however, that these restrictions do not apply to information: (a) rightfully obtained on a non -confidential basis from a Person and your agents and representatives, which Person was not subject to a duty of confidentiality, (b) rightfully and independently known by you on a non -confidential basis prior to its disclosure or (c) generally available to the public other than through any disclosure by or fault of you, your agents or representatives. 28.3.1. Our confidential information shall be used by you only to exercise your rights and to perform your obligations hereunder. Client shall receive our confidential information in confidence and not disclose the confidential information to any third party, except as may be agreed upon in writing by us. Client shall safeguard all of our confidential information using a reasonable degree of care, but not less than that degree of care used by it in safeguarding its own similar information or material. Upon request by us or upon termination of this Agreement, Client shall return to us or destroy all of our confidential information in its possession or control. 28.3.2. The obligations of confidentiality and restrictions on use in this Section shall not apply to any confidential information that: (i) was in the public domain prior to the date of the Agreement or subsequently came into the public domain through no fault of Client;(ii) was received from a third party free of any obligation of confidence of Client to the third party and which third party, to Client's knowledge, was not under an obligation to keep the information confidential; (iii) was already in Client's possession prior to receipt from us; (iv) is required to be disclosed by law, regulation or court order after giving us as much advance notice as practical of the possibility of disclosure; or (v) is subsequently and independently developed by Client's employees, consultants or agents without use of or reference to our confidential information. 28.3.3. Except as specifically provided for herein, this Section does not confer any right, license, interest or title in, to or under our confidential information to Client. Except as specifically provided for herein, no license is hereby granted to Client under any patent, trademark, copyright, trade secret or other proprietary rights of ours. 28.3.4. Client acknowledges that breach of the restrictions on use or disclosure of any our confidential information would result in immediate and irreparable harm to us, and money damages would be inadequate to compensate for that harm. We shall be entitled to equitable relief, in addition to all other available remedies, to redress any breach. 28.4. We may use data collected as part of performing payment processing or other transaction -related services for you ("Transaction Data") for the purpose of providing additional products and services to you, other merchants, or third parties. This includes collecting, using, and de -identifying cardholder information, dates, amounts, and other Transaction Data to provide you with analytic products and services as well as collecting and using Transaction Data anonymized and aggregated with other merchants' transaction data to provide you, other merchants, and third parties with analytic products and services. 28.5. You shall not assign to any Person, the rights to use the Marks of Servicers, our agents or the Card Organizations. 28.6. All rights, title, and interest in and to all intellectual property related to the Services (including without limitation, the content of any materials, web screens, layouts, processing techniques, procedures, algorithms, and methods), owned, developed or licensed by us prior to, during the term of, or after the Agreement, or employed by us in connection with the Services and any updates, changes, alterations, or modifications to or derivative works from such intellectual property, shall be and remain, as among the Parties, our exclusive property. 28.7. Client agrees that we may obtain relevant information from any applicable telecommunications provider utilized by Client, as necessary to investigate any allegation of fraud, suspected fraud or other actual or alleged wrongful act by Client in connection with the Services. 29. Assignments 29.1. Any transfer or assignment of this Agreement by you, without our prior written consent, by operation of law or otherwise, is voidable by us. Any transfer of voting control of you or your parent shall be considered an assignment or transfer of this Agreement. Furthermore, you shall indemnify and hold us harmless from all liabilities, Chargebacks, expenses, costs, fees and fines arising from such transferee's or assignee's Submission of Card transactions to us for processing. For purposes of this Section 29, any transfer of voting control shall be considered an assignment or transfer of this Agreement. 29.2. The payment Services provided by us require access to a single bank account in which we may initiate both credits and debits. You may not enter into any agreement that would require, in any circumstance or event, the transfer of any payments or proceeds from Card transactions covered by this Agreement to the custody or control of any Person. You may not assign any rights, including the right of payment under this Agreement, to any other person. In the event that you make an assignment (or provide a security interest) of receivables covered by this Agreement, then we may, at our option, elect to (a) refuse to acknowledge such assignment unless accompanied by an Authorization to both initiate debits or credits to the bank account of the assignee, (b) terminate this Agreement immediately, or (c) charge for any transfers that we are called upon to make manually to fulfill such an assignment at the rate of $100 per transfer. 29.3. Another Visa and Mastercard member may be substituted for Bank under whose sponsorship this Agreement is performed with respect to Visa and Mastercard transactions. Upon substitution, such other Visa and Mastercard member shall be responsible for all obligations required of Bank for Visa and Mastercard transactions, including without limitation, full responsibility for its Card program and such other obligations as may be expressly required by applicable Card Organization Rules. Subject to Card Organization Rules, we may assign or transfer this Agreement and our rights, duties and obligations hereunder and/or may delegate or subcontract our rights, duties and obligations hereunder, in whole or in part, to any Person, whether in connection with a change in sponsorship, as set forth in the preceding paragraph, or otherwise, without notice to you or your consent. 29.4. Except as set forth elsewhere in this Section and as provided in the following sentence, this Agreement shall be binding upon successors and assigns and shall inure to the benefit of the parties and their respective permitted successors and assigns. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, or other person charged with taking custody of a party's assets or business, shall have any right to continue, assume or assign this Agreement. 30. Term; Events of Default 30.1'. This Agreement shall become effective upon the date this Agreement is approved by our Credit Department. You acknowledge that our Credit Department maintains a list of business types that are unqualified for our Services. We reserve the right to immediately terminate your account if it has been inadvertently boarded notwithstanding such Credit policies. 30.2. The initial term of this Agreement shall commence and shall continue in force for three years after it becomes effective. Thereafter, it shall continue until we or you terminate this Agreement upon written notice to the other, or as otherwise authorized by this Agreement. Should you fail to notify us in writing of your request to terminate you acknowledge and agree you will continue to be charged fees pursuant to this Agreement notwithstanding non- use of your account. 30.3. Notwithstanding the above or any other provisions of this Agreement, we may terminate this Agreement at any time and for any reason by providing 30 days' advance notice to you. We may terminate this Agreement immediately or with shorter notice upon an Event of Default as provided under Section 30.4 of this Agreement. In the event we provide notice to you of any new fees or increases in existing fees for Services, pursuant to Section 25.5, you may terminate this Agreement without further cause or penalty by notifying us that you are terminating this Agreement prior to the effective date of such new fees or increases. However, maintaining your merchant account, or your continued use of the Services after the effective date of any such fee changes shall be deemed your acceptance of such fee changes for the Services, throughout the term of this Agreement. 30.4. If any of the following events shall occur (each an "Event of Default"): 30.4.1. a material adverse change in your business, financial condition, or business prospects; or 121 30.4.2. any assignment or transfer of voting control of you or your parent; or 30.4.3. a sale of all or a substantial portion of your assets; or 30.4.4. irregular Card sales by you, excessive Chargebacks, noncompliance with any applicable data security standards, as determined by Servicers, or any Card Organization, or any other Person, or an actual or suspected data security breach, or any other circumstances which, in our sole discretion, may increase our exposure for your Chargebacks or otherwise present a financial or security risk to us; or 30.4.5. any of your representations, warranties or covenants in this Agreement are breached in any respect; or 30.4.6. you default in any material respect in the performance or observance of any term, condition or agreement contained in this Agreement, including, without limitation, the establishment or maintenance of funds in a Reserve Account, as detailed in Section 25; or 30.4.7. you default in any material respect in the performance or observance of any term, covenant or condition contained in any agreement with any of our respective Affiliates; or 30.4.8. you default in the payment when due, of any material indebtedness for borrowed money; or 30.4.9. you file a petition or have a petition filed by another party under the U.S. bankruptcy code or any other laws relating to bankruptcy, insolvency or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against you in an involuntary case under such laws; 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 receiver, custodian, trustee or liquidator of you or of a substantial part of your property; or make a general assignment for the benefit of creditors; or take any action for the purpose of authorizing any of the foregoing; or 30.4.10. your independent certified accountants shall refuse to deliver an unqualified opinion with respect to your annual financial statements and your consolidated subsidiaries; or 30.4.11. a violation by you of any applicable law or Card Organization Rule or our reasonable belief that termination of this Agreement or suspension of Services is necessary to comply with any law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury or your breach, as determined by Servicers, of Section 39.2 ("Compliance with Laws"), then, upon the occurrence of (1) an Event of Default specified in subsections 30.4.4, 30.4.9 or 30.4.11, we may consider this Agreement to be terminated immediately, without notice, and all amounts payable hereunder shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by you, and (2) any other Event of Default, this Agreement may be terminated by us giving not less than 10 days' notice to you, and upon such notice all amounts payable hereunder shall be due and payable on demand. 30.5. Neither the expiration nor termination of this Agreement shall terminate the obligations and rights of the parties pursuant to provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Agreement. All obligations by you to pay or reimburse us for any obligations associated with transactions you have submitted to us will survive termination of this Agreement until finally and irrevocably paid in full and settled. 30.6. If any Event of Default occurs, regardless of whether such Event of Default has been cured, we may, in our sole discretion, exercise all of our rights and remedies under applicable law, and this Agreement including, without limitation, exercising our rights under Section 31. 30.7. In the event you file for protection under the U.S. bankruptcy code or any other laws relating to bankruptcy, insolvency, assignment for the benefit of creditors or similar laws, and you continue to use our Services, it is your responsibility to open new accounts to distinguish pre and post filing obligations. You acknowledge that as long as you utilize the accounts you established prior to such filing, we will not be able to systematically segregate your post -filing transactions or prevent set-off of the pre-existing obligations. In that event, you will be responsible for submitting an accounting supporting any adjustments that you may claim. 30.8. The Card Organizations often maintain merchant lists such as the Member Alert To Control High-risk (Merchants) ("MATCH") who have had their merchant agreements or Card Acceptance rights terminated for cause. If this Agreement is terminated for cause, you acknowledge that we may be required to report your business name and the names and other information regarding its principals to the Card Organizations for inclusion on such list(s). You expressly agree and consent to such reporting if you are terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by Visa, Mastercard, Discover Network, PayPal or American Express. Furthermore, you agree to waive and hold us harmless from and against any and all claims which you may have as a result of such reporting. 30.9. After termination of this Agreement for any reason whatsoever, you shall continue to bear total responsibility for all Chargebacks, fees, Card Organization fines imposed on us as a result of your acts or omissions, Credits and adjustments resulting from Card transactions processed pursuant to this Agreement and all other amounts then due or which thereafter may become due under this Agreement. 31. Reserve Account; Security Interest 31.1. You expressly authorize us to establish a Reserve Account pursuant to the terms and conditions set forth in this Section 31. The amount of such Reserve Account shall be set by us, in our sole discretion, based upon your processing history and the potential risk of loss to us as we may determine from time to time. 31.2. The Reserve Account shall be fully funded upon three (3) days' notice to you, or in instances of fraud or suspected fraud or an Event of Default, Reserve Account funding may be immediate. Such Reserve Account may be funded by all or any combination of the following: (i) one or more debits to your Settlement Account or any other accounts held by Bank or any of its Affiliates, at any financial institution maintained in the name of Client, any of its principals, or any of its guarantors, or if any of same are authorized signers on such account; (ii) any payments otherwise due to you, including any amount due from TeleCheck; (iii) your delivery to us of a letter of credit; or (iv) if we so agree, your pledge to us of a freely transferable and negotiable certificate of deposit. Any such letter of credit or certificate of deposit shall be issued or established by a financial institution acceptable to us and shall be in a form satisfactory to us. In the event of termination of this Agreement by any party, an immediate Reserve Account may be established without notice in the manner provided above. Any Reserve Account will be held by us for the greater of ten (10) months after termination of this Agreement or for such longer period of time as is consistent with our liability for your Card transactions and Chargebacks in accordance with Card Organization Rules. We will hold funds pursuant to this Section 31 in master account(s) with your funds allocated to separate sub accounts. Unless specifically required by law, you shall not be entitled to interest on any funds held by us in a Reserve Account. 31.3. If your funds in the Reserve Account are not sufficient to cover the Chargebacks, adjustments, fees and other charges and amounts due from you, or if the funds in the Reserve Account have been released, you agree to promptly pay us such sums upon request. 31.4.1. To secure your obligations to us and our respective Affiliates under this Agreement and any other agreement for the provision of equipment, products or services (including any obligations for which payments on account of such obligations are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause), you grant to us a first priority lien and security interest in and to (i) the Reserve Account and (ii) any of your funds pertaining to the Card transactions contemplated by this Agreement now or hereafter in our possession, whether now or hereafter due or to become due to you from us. Any such funds, money or amounts now or hereafter in our possession may be commingled with other funds of ours, or, in the case of any funds held pursuant to the foregoing paragraphs, with any other funds of other customers of ours. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, we are hereby authorized by you at any time and from time to time, without notice or demand to you or to any other Person (any such notice and demand being hereby expressly waived), to set off, recoup and to appropriate and to apply any and all such funds against and on account of your obligations to us and our respective Affiliates under this Agreement and any other agreement with us our respective Affiliates for any related equipment or related services (including any check services), whether such obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured. You agree to duly execute and deliver to us such instruments and documents as we may reasonably request to perfect and confirm the lien, security interest, right of set off, recoupment and subordination set forth in this Agreement. 31.4.2. For sake of clarification and notwithstanding anything in the Agreement to the contrary, in the event Servicers deduct, holdback, suspend, off set or set off any settlement monies or amounts otherwise due you pursuant to the terms of this Agreement (collectively "Set Off Funds"), you acknowledge that such Set Off Funds will be held in a commingled Reserve Account(s) of Servicers. 31.4.3. If in replacement of or in addition to the first priority lien and security interest in the Reserve Account, you grant to Servicers a first priority lien and security interest in and to one or more certificates of deposit, the certificates of deposit shall be uncertificated and shall be subject to an Acknowledgement of Pledge of Certificate of Deposit and Control Agreement (the "Certificate of Deposit Control Agreement") by, between and among Customers, Servicers and the financial institution that has established and issued the certificate of deposit. The form of the Certificate of Deposit Control Agreement and the financial institution that will establish and issue the certificate of deposit shall be satisfactory and acceptable to Servicers. 32.Financial and Other Information 32.1. Upon request, you will provide us and our Affiliates, quarterly financial statements within 45 days after the end of each fiscal quarter and annual audited financial statements within 90 days after the end of each fiscal year. Such financial statements shall be prepared in accordance with generally accepted accounting principles. You will also provide such other financial statements and other information concerning your business and your compliance with the terms and provisions of this Agreement as we may reasonably request. You authorize us and our Affiliates to obtain from third parties financial and credit information relating to you in connection with our determination whether to accept this Agreement and our continuing evaluation of your financial and credit status. We may also access and use information which you have provided to Bank for any other reason. Upon request, you shall provide, and/or cause to be provided, to us and our Affiliates, or our representatives or regulators (as well as those of the Card Organizations) reasonable access 122 to your or your providers' facilities and records for the purpose of performing any inspection and/or copying of books and/or records deemed appropriate. In such event, you shall pay the costs incurred by us or our Affiliates for such inspection, including, but not limited to, costs incurred for airfare and hotel accommodations. 32.2. You will provide us with written notice of any judgment, writ, warrant of attachment, execution or levy against any substantial part (25% or more in value) of your total assets not later than three (3) days after you become aware of same. 33. Indemnification 33.1. You agree to indemnify and hold us and the Card Organizations harmless from and against all losses, liabilities, damages and expenses: (a) resulting from the inaccuracy or untruthfulness of any representation or warranty, breach of any covenant or agreement or any misrepresentation by you under this Agreement; (b) arising out of your or your employees' or your agents' negligence or willful misconduct, in connection with Card transactions or otherwise arising from your provision of goods and services to Cardholders;(c) arising out of your use of the Services; or (d) arising out of any third party indemnifications we are obligated to make as a result of your actions (including indemnification of any Card Organization or Issuer). 33.2. Subject to the limitations set forth in Section 27.4, we agree to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses resulting from any breach of any warranty, covenant or agreement or any misrepresentation by us under this Agreement or arising out of our or our employees' gross negligence or willful misconduct in connection with this Agreement; provided that this indemnity obligation shall not apply to Bank with respect to Non -Bank Services. 34. Special Provisions Regarding Non -Bank Cards 34.1. Non -Bank Card transactions are provided to you by Processor and not by Bank and include transactions made using Discover Network, PayPal, American Express, Voyager and WEX Card types. The Services provided, transactions processed and other matters contemplated under this Section 34 are subject to the rest of this Agreement, as applicable, except to the extent the terms of this Section 34 directly conflict with another provision of this Agreement, in which case the terms of this Section 34 will control; provided, however, that (i) Bank is not a party to this Agreement insofar as it relates to Non -Bank Card services, and Bank is not liable to you in any way with respect to such Services and (ii) you agree to pay Processor any per item processing, authorization and other fees described in the Application for any non -acquired transaction services you receive from Processor. For the purposes of this section, the words "we," "our" and "us" refer only to the Processor and not to the Bank. You authorize us to share information from your Application with American Express, Discover Network, PayPal and any other Non -Bank Card Organization. 34.2. If you accept American Express, you understand that if, based upon your anticipated Card transaction volume you do not qualify for our full service program but have otherwise been approved for accepting American Express transactions, your authorizations will be obtained from and funded by American Express. American Express will provide you with its own agreement that governs those transactions. You understand and agree that we are not responsible and assume absolutely no liability with regard to any such transactions, including but not limited to the funding and settlement of American Express transactions, and that American Express will charge additional fees for the services they provide. 34.3. If you accept Discover but do not qualify for our Discover full service program, Discover will provide you with its own agreement that governs those transactions. You understand and agree that we are not responsible and assume absolutely no liability with regard to any such transactions, including but not limited to the authorization, funding, and settlement of Discover transactions, and that Discover may charge additional fees for the services they provide. 34.4. If you accept PayPal Cards you understand that the following requirements apply to PayPal Card transactions in addition to the information required in this Agreement: • Only in-store, Card present transactions are eligible for processing under this Agreement. Card not present/online, cash over, cash advance, quasi • cash transactions, international transactions or manually entered transactions are not eligible for processing. You must contact us or PayPal for information related to services that are not covered in this Agreement. • You will provide us with information about the Card transactions you conduct; including, data related to your Authorization requests, Card transactions, and transaction dispute responses. • You will provide us with aggregate and individual information about the Card transactions you accept; including, the number, type and kind of transactions you conduct, your disputes, your business operations, your merchant category code information, and any other information you are required to provide under this Agreement. • You will not use, store, retain or otherwise disclose any of PayPal's confidential information, Cardholder data, magnetic stripe track data, or PayPal Card transaction data (other than as necessary to complete a transaction). • You will not use PayPal Cardholder's personal information for marketing and/or other purposes without explicit consent from the Cardholder. 34.5. If you accept JCB, Diners Club International, UnionPay, BCcard, and Dinacard, you agree to be bound by the Discover Network provisions of this Agreement. You also acknowledge and agree that JCB, Diners Club International, UnionPay, BCcard, and Dinacard transactions will be processed under and subject to Discover Network Card Organization Rules. 34.6. If you accept Voyager and/or WEX Cards, you agree to be bound by the WEX and/or Voyager rules. You also agree to be bound by all other provisions of this Agreement which are applicable to WEX and/or Voyager. 34.7. If you execute a separate WEX Merchant Agreement (WEX Non Full Service Program), you understand that we will provide such agreement to WEX, but that neither we nor WEX shall have any obligation whatsoever to you with respect to processing WEX Cards unless and until WEX executes your WEX Merchant Agreement. If WEX executes your WEX Merchant Agreement and you accept WEX Cards, you understand that WEX transactions are processed, authorized and funded by WEX. You understand that WEX is solely responsible for all agreements that govern WEX transactions and that we are not responsible and assume absolutely no liability with regard to any such agreements or WEX transactions, including but not limited to the funding and settlement of WEX transactions. You understand that WEX will charge additional fees for the services that it provides. 34.8. In addition to the information stated in Part I, Appendix 1 of the Your Payments Acceptance Guide regarding Voyager Cards, the following terms apply • Under Section 27 (Representations; Warranties; Covenants; Limitations of Liability; Exclusion of Consequential Damages) of the General Terms, in no event shall our cumulative liability to you for losses, claims, suits, controversies, breaches or damages for any cause whatsoever in connection with Voyager transactions exceed the lesser of $10,000.00 or the Voyager transaction fees paid by you to us for the two months prior to the action giving arise to the claim. • Notwithstanding anything in this Agreement to the contrary, our obligation to provide services to you relating to any Fleet Card will terminate automatically without penalty to us or the related Card Organization upon the earlier of (i) the termination or expiration of our agreement with such Card Organization, (ii) at least twenty (20) days prior written notice by us to you; (iii) your failure to comply with material terms relating to such Fleet Card transactions, or (iv) written notice, if a Card Organization discontinues its Card 35. Special Provisions for Debit Card The special provisions outlined in this Section 35 apply only to those Debit Card transactions that are processed by a Cardholder entering a PIN unless the transaction is a network supported PINIess transaction. A PINIess transaction is a Debit card transaction that a merchant submits to us for settlement/funding transactions with neither a PIN nor Signature. The Services provided, transactions processed and other matters contemplated under this Section 35 are subject to the rest of this Agreement, as applicable, except to the extent the terms of this Section 35 directly conflict with another provision of this Agreement, in which case the terms of this Section 35 will control. 35.1. Debit Card Acceptance. Most, but not all, ATM Cards (Debit Cards) can be accepted at the point of sale at participating locations. Examine the back of the Debit Card to determine if the Card participates in a PIN Debit network that you are authorized to accept. PIN Debit network Mark(s) are usually printed on the back of the Card. If the Debit Card is valid and issued by a financial institution Issuer participating in a PIN Debit network, you must comply with the following general requirements for all participating PIN Debit networks, in addition to the specific requirements of that PIN Debit network: • You must honor all valid Debit Cards when presented that bear authorized PIN Debit network Marks. • You must treat transactions by Cardholders from all Issuers in the same manner. • You may not establish a minimum or maximum transaction amount for Debit Card acceptance. • You may not require additional information, besides the PIN, for the completion of the transaction unless the circumstances appear suspicious. A signature is not required for Debit Card transactions. • You shall not disclose transaction related information to any party other than your agent, a PIN Debit network, or Issuer and then only for the purpose of settlement or error resolution. 35.2. Transaction Processing. The following general requirements apply to all Debit Card transactions: • All Debit Card transactions must be authorized and processed electronically. There is no Voice Authorization or Imprinter procedure for Debit Card transactions. • You may not complete a Debit Card transaction that has not been authorized. If you cannot obtain an Authorization at the time of sale, you should request another form of payment from the Cardholder or process the transaction as a Store and Forward or Resubmission, in which case you assume the risk that the transaction fails to authorize or otherwise declines. The Cardholder should be instructed to contact the Issuer to find out why a transaction has been declined. • The Debit network used to process your debit transaction will depend upon, among other things, our own business considerations, the availability of the Debit network at the time of the transaction and whether a particular Debit Card is enabled for a particular Debit network. The Debit network used to route your transaction may or may not be the lowest cost network available. We may, in our sole discretion (i) use any Debit network available to us for a given transaction (including any of our affiliated PIN Debit networks) and (ii) add and/or remove Debit networks available to you based on a variety of factors including availability, features, functionality and our own business considerations. 123 • You must issue a receipt to the Cardholder upon successful completion of a transaction and effect PAN Truncation on it. • You may not manually enter the account number for PIN Debit transactions. Signature Debit transaction may be key entered if you are unable to swipe the Card. The account number must be read electronically from the Magnetic Stripe /chip for transactions authenticated with a PIN. If the Magnetic Stripe/chip is unreadable, you must request another form of payment from the Cardholder. Do obtain a signature if PIN authentication is not supported or available. • Any applicable tax must be included in the total transaction amount for which Authorization is requested. Tax may not be collected separately in cash. • YOU ARE RESPONSIBLE FOR SECURING YOUR POS DEVICES AND FOR IMPLEMENTING APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM SUBMITTING CREDITS AND VOIDS THAT DO NOT REFLECT BONA FIDE RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS. 35.3. Cash Back From Purchase. You may offer cash back to your customers when they make a PIN Debit Card purchase. You may set a minimum and maximum amount of cash back that you will allow. If you are not currently offering this service, your POS device may require additional programming to begin offering cash back as long as it is supported by the Debit Network. 35.4. Settlement. You must reconcile your accounts for each location daily and notify us within 24 hours of any issues. 35.5. Adjustments. An adjustment is a transaction that is initiated to correct a Debit Card transaction that has been processed in error. For signature debit transactions (including "no signature" signature debit transactions), both the Cardholder and the card issuing bank have the right to question or dispute a transaction. If these questions or disputes are not resolved, a chargeback may occur. You are responsible for all adjustment and Chargeback fees that may be charged by a Debit network. There are several reasons for adjust ments being initiated: • The Cardholder was charged an incorrect amount, whether too little or too much. • The Cardholder was charged more than once for the same transaction. • A processing error may have occurred that caused the Cardholder to be charged even though the transaction did not complete normally at the point of sale. • A Cardholder is disputing the goods or services provided. All parties involved in processing adjustments and Chargebacks are regulated by time frames that are specified in the operating rules of the applicable Debit network, The Electronic Funds Transfer Act, Regulation E, and other applicable law. 36. Special Provisions Regarding EBT Transactions If you elect to accept EBT Cards and engage in EBT transactions, the terms and conditions of this Section 36 shall apply. EBT transactions are provided to you by Processor and not by Bank. The Services provided, transactions processed and other matters contemplated under this Section 30 are subject to the rest of this Agreement, as applicable, except to the extent the terms of this Section 30 directly conflict with another section of this Agreement, in which case the terms of this Section 30 will control; provided, however, that Bank is not a party to this Agreement insofar as it relates to EBT transactions, and Bank is not liable to you in any way with respect to such Services. For the purposes of this section, the words "we," "our" and "us" refer only to the Processor and not to the Bank. We offer electronic interfaces to EBT networks for the processing, settlement and switching of EBT transactions initiated through the use of a state -issued EBT card ("EBT Card") at your POS Terminal(s) for the provision of United States Department of Agriculture, Food and Nutrition Service ("FNS"), Supplemental Nutrition Assistance Program ("SNAP") and Women, Infants and Children Benefits ("WIC Benefits") and/or government delivered Cash Benefits (Cash Benefits, together with FNS, SNAP and WIC Benefits, collectively are referred to as the "EBT benefits") to EBT benefit recipients ("EBT customers"), subject to the terms below. 36.1. Acceptance of EBT Benefits. You agree to accept EBT Cards and provide EBT benefits to EBT customers through the use of a POS Terminals, PIN pad and printer or other equipment that meet standards as set- forth in the EBT Rules ("Authorized Terminal") applicable to such EBT benefits during your normal business hours, in a manner consistent with your normal business practices and in accordance with the EBT Rules. You will provide EBT benefits to EBT customers, in accordance with the procedures set forth in the EBT Rules, in the amount authorized through your Authorized Terminal upon presentation by an EBT customer of an EBT Card and such EBT customer's entry of a valid PIN. The "EBT Rules" means (i) all procedures that we establish and provide to you from time -to -time regarding your acceptance of EBT Cards and provision of EBT benefits to EBT customers; (ii) the Quest Rules, as amended from time -to -time, issued by the National Automated Clearing House Association and as approved by the Financial Management Service of the U.S. Treasury Department, as necessary (and any rules that succeed or replace the Quest Rules); and (iii) other such laws, rules, regulations and procedures that are applicable to the acceptance of EBT Cards and the provision of EBT benefits by you under this Section 30, including without limitation, laws pertaining to delivery of services to EBT customers and EBT customer confidentiality, the federal Civil Rights Act of 1964, Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Clean Air Act, Clean Water Act, Energy Policy and Conservation Act, Immigration Reform and Control Act of 1986, regulations issued by the Department of Agriculture pertaining to Food Stamp Program, and, any additional procedures specified by the state regarding lost EBT Cards, forgotten PINs, discrepancies in benefits authorized and similar matters by providing EBT customers with information such as telephone numbers and addresses of the state or other appropriate agencies. The "Food Stamp Program" is the govemment benefits program operated under the authority of the Food Stamp Act of 1964. If the Authorized Terminal fails to print EBT benefit issuance information as approved and validated as a legitimate transaction, you will comply with the procedures set forth in the EBT Rules for authorization of EBT benefits in such instance. You are solely responsible for your provision of EBT benefits other than in accordance with authorizations timely received from EBT service provider. You will not resubmit any EBT Card transaction except as specifically permitted by the EBT Rules and procedures applicable to such EBT Card transaction. You must provide a receipt for each EBT transaction to the applicable EBT customer. You will not accept any EBT Card for any purpose other than providing EBT Benefits, including without limitation accepting an EBT Card as security for repayment of any EBT customer obligation to you. In the event of any violation of this provision, you will be obligated to reimburse the state or us for any EBT benefits unlawfully received by either you or an EBT customer to the extent permitted by law. Cash should never be dispensed for FNS, SNAP and WIC Benefits. 36.2. Manual EBT Vouchers. In accordance with the procedures set forth in this Section 30 and the EBT Rules, you will manually accept EBT Cards during periods of time when your Authorized Terminal is not working or the EBT system in not available; you will manually provide EBT benefits in the amount authorized through the applicable EBT service provider to the EBT customers at no cost to the EBT customers upon presentation by an EBT customer of his/ her EBT Card. All manual voucher authorizations must be cleared on your POS terminal for payment of voucher to be made to you. In addition to any procedures set forth in the EBT Rules, the following limitations will apply to manual issuance of FS Benefits by merchant: i. An authorization number for the amount of the purchase must be received by you from the applicable EBT service provider while the respective EBT customer is present and before you provide such EBT customer with any FNS, SNAP and WIC Benefits, or Cash Benefits, as applicable. You must not attempt to voice authorize a manual EBT transaction if the EBT customer is not present to sign the voucher. The EBT customer must sign the voucher. A copy of the voucher should be given to the EBT customer at the time of authorization and you should retain one copy for your records. ii. Specified EBT customer, clerk and sales information, including the telephone authorization number, must be entered properly and legibly on the manual sales draft. iii. All manual voucher authorizations must be cleared on your Authorized Terminal before payment of voucher will be made to you. Vouchers must be cleared within 10 Business Days after the date of applicable voice authorization. Vouchers cannot be cleared by any manner except by your Authorized Terminal therefore you should never mail vouchers requesting payment. If a voucher expires before it has been cleared by your Authorized Terminal for payment, no further action can be taken to obtain payment for the voucher. iv. In the event that, due to EBT host failure, EBT benefit availability for an EBT customer cannot be determined at the time you request authorization, the maximum authorized manual transaction and benefit encumbrance will be $40.00 or such other state specific floor limit as set forth in the most current version of the applicable EBT Rules. v. Except as specifically provided in the applicable EBT Rules, you will not be reimbursed and will be solely responsible for a manual transaction when you fail to obtain an authorization number from the applicable EBT service provider as set forth in this Section 36 or otherwise fail to process the manual transaction in accordance with the EBT Rules. vi. If you have not received an authorization number in accordance with paragraph 36.1 above, you may not "re -submit" a manual sales draft for payment for the same transaction. 36.3. Acceptance of Cash Benefits. If you agree to accept EBT Cards and to provide Cash Benefits, you agree to maintain adequate cash on hand to issue EBT service provider authorized Cash Benefits and will issue such Cash Benefits to EBT customers in the same manner and to the same extent cash is provided to your other customers. You may not require, and may not in your advertising suggest, that any EBT customers must purchase goods or services from you as a condition to receiving Cash Benefits, unless such condition applies to other customers as well. You may not designate and direct EBT customers to special checkout lanes restricted to use by EBT customers unless you also designate and direct other customers to special checkout lanes for Debit Cards or Credit Cards and/or other payment methods such as checks other than cash. 36.4. Interoperability. If you accept EBT Cards and provide EBT benefits (FNS, SNAP and WIC Benefits and/or Cash Benefits), you must do so for EBT customers from all states. 36.5. Required Licenses. If you provide FNS, SNAP and WIC Benefits under this Agreement, you represent and warrant to us that you are a FNS authorized merchant and are not currently disqualified or withdrawn from redeeming food stamp coupons or otherwise disqualified or withdrawn by FNS. You agree to secure and maintain at your own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect the issuance and distribution of EBT benefits under this Agreement, including without limitation, any applicable franchise tax certificate and non-governmental contractor's certificate, and covenant that you will not accept EBT Cards or provide EBT 124 benefits at any time during which you are not in compliance with the requirements of any EBT Rules. 36.6. Term and Termination. If you are disqualified or withdrawn from the Food Stamp Program, your authority to issue benefits will be terminated concurrently therewith. Such disqualification or withdrawal will be deemed a breach of this Agreement with respect to your authority to issue Cash Benefits and, in the event of such disqualification, we have the right to immediately terminate the provision of service under this Section 30 or the Agreement in its entirety. With respect to the issuance of Cash Benefits only, your authority to issue Cash Benefits may be suspended or terminated immediately at the sole discretion of us, the state or its EBT service provider, effective upon delivery of a notice of suspension or termination specifying the reasons for such suspension or termination if there will be (i) any suspension, injunction, cessation, or termination of the EBT service provider' s authority to provide EBT services to the state; (ii) failure by you, upon not less than thirty (30) days' prior written notice, to cure any breach by you of these terms and conditions, including without limitation, your failure to support the issuance of EBT benefits during your normal business hours consistent with your normal business practices, your failure to comply with EBT benefit issuance procedures, your impermissible acceptance of an EBT Card, or your disqualification or withdrawal from the Food Stamp Program; or (iii) based on a state's or its EBT service provider' s investigation of the relevant facts, evidence that you or any of your agents or employees are committing, participating in, or have knowledge of fraud or theft in connection with the dispensing of EBT benefits. If you fail to cure any breach as set forth above, you may appeal such suspension of termination to the applicable state for determination in its sole discretion. In the event that your authority to accept benefits is suspended or terminated by a state or its EBT service provider, and you successfully appeal such suspension or termination to the state or its EBT service provider, we shall be under no obligation to reinstate the services previously provided under this Section 30 or the Agreement, as applicable. The provision of services under this Section 30 shall terminate automatically if our agreement or our service provider's agreement with any applicable state's EBT service provider terminates for any reason. You will give prompt notice to us if you plan to stop accepting EBT Cards and providing EBT benefits or if you are unable to comply with the terms of this Section 36. 36.7. Confidentiality of EBT System Information. All information related to EBT customers and/or the issuance of EBT benefits shall be considered confidential information. Individually identifiable information relating to an EBT customer or applicant for EBT benefits will be held confidential and will not be disclosed by you or your directors, officers, employees or agents, without prior written approval of the applicable state. You will: (a) implement appropriate measures designed to: (1) ensure the security and confidentiality of all non-public personal information or materials regarding customers ("NPPI"); (2) protect against any anticipated threats or hazards to the security or integrity of NPPI; (3) protect against unauthorized access to or use of NPPI that could result in substantial harm or inconvenience to any customer and (4) ensure the proper disposal of NPPI; and (b) take appropriate actions to address incidents of unauthorized access to NPPI, including notification to us as soon as possible. The use of information obtained by you in the performance of your duties under this Section 36 will be limited to purposes directly connected with such duties. 36.8. EBT Service Marks. You will adequately display any applicable state's service Marks or other licensed marks, including the Quest Marks, and other materials supplied by us (collectively the "Protected Marks") in accordance with the standards set by the applicable state. You will use the Protected Marks only to indicate that EBT benefits are issued at your location(s) and will not indicate that we, any state or its EBT service provider endorse your goods or services. Your right to use such Protected Marks pursuant to this Agreement will continue only so long as this Section 36 remains in effect or until you are notified by us, any state or its EBT service provider to cease their use or display. You will not use the Marks of any EBT service provider without prior written approval from such EBT service provider. 36.9. Miscellaneous. 36.9.1. Errors. You will fully cooperate with us and any other participants in the EBT system in the resolution of errors and disputes regarding EBT transactions processed pursuant to this Section 36. You will promptly notify us of any such errors or disputes. 36.9.2. Issuance Records. i. You agree to make available such informational materials as may be required by the state, its EBT service provider or any applicable regulations pertaining to the issuance of Benefits. ii. You will retain all EBT -related records (including but not limited to manual sales drafts or vouchers) in the manner required by the EBT Rules or otherwise reasonably requested by us for three (3) years following the date of the applicable EBT transaction, or for such additional period as may be required by the EBT Rules. Records involving matters in litigation will be kept by you for a period of not less than three (3) years following the termination of the applicable litigation. Copies of any documents in media other than paper (e.g., microfilm, etc.) related to this Section 30 may be substituted for the originals to the extent permitted under applicable EBT Rules and provided that legible paper copies can be reproduced within a reasonable time after such records are requested. iii. You will make all EBT -related records available for audit upon request to representatives of the state or its EBT service provider, or other authorized state or federal government agency during normal business hours. iv. To assure compliance with this Agreement, including without limitation this Section 30, the state, its EBT service provider, or other authorized state or federal government agency, will at all times, upon advance notice except in the case of suspected fraud or other similar activity, have the right to enter, during normal business hours, your premises to inspect or evaluate any work performed under this Agreement, or to obtain any other information required to be provided by you or otherwise related to this Agreement. 36.9.3. Training. You will train and permit your employees to receive training regarding the issuance of EBT benefits. 36.9.4. Amendments. Notwithstanding anything to the contrary in this Agreement, if any of these terms and conditions are found to conflict with the EBT Rules or federal or state policy, these terms and conditions are subject to reasonable amendment by us, a state or its EBT service provider to address such conflict upon written notice to you and such amendment shall become effective upon such notice. 36.9.5. State Action. Nothing contained herein shall preclude a state from commencing appropriate administrative or legal action against you or for making any referral for such action to any appropriate federal, state, or local agency. 36.9.6. Reference to State. Any references to state herein will mean the state in which you accept EBT benefits pursuant to this Section 36. If you accept EBT benefit in more than one state pursuant this Section 36, then the reference will mean each such state severally, not jointly. 36.9.7. Third Party Beneficiaries. These terms and conditions, do not create, and will not be construed as creating, any rights enforceable by any person not having any rights directly under this Agreement, except that the state and its Issuer, as defined in the Quest Rules, will be deemed third party beneficiaries of the representations, warranties, covenants and agreements made by you under the Agreement, including without limitation this Section 36. 37. Special Provisions Regarding Wireless Service If you elect to purchase the Wireless Services from us as indicated on the Application, then the following terms and conditions of this Section 37, referred to as the "Wireless Services Terms," shall apply. THE WIRELESS SERVICES ARE BEING SOLD TO YOU FOR USE IN BUSINESS AND ARE NOT BEING SOLD TO YOU FOR HOUSEHOLD OR PERSONAL USE. Sale of Wireless Services is made by Processor and not the Bank. The Services provided, transactions processed and other matters contemplated under this Section 37 are subject to the rest of this Agreement, as applicable, except to the extent the terms of this Section 37 directly conflict with another section of this Agreement, in which case the terms of this Section 37 wit control; provided, however, that Bank is not a party to this Agreement insofar as it relates to Wireless Services, and Bank is not liable to you in any way with respect to such services. For the purposes of this section, the words "we," "our" and "us" refer only to the Processor and not to the Bank. Through one or more third party vendors ("Wireless Vendor(s)") selected by us in our sole discretion, we have acquired the right to resell certain wireless data communication services that use radio base stations and switching offered by certain cellular telephone and data networks throughout the country (the "Wireless Networks") in order to allow you to capture and transmit to Processor and Bank certain wireless Card Authorization transactions or to transmit other communications to our system ("Wireless Services"). If you elect to purchase voice and/or data services directly from a third party provider for use with the Wireless Equipment as permitted by Processor, you acknowledge and agree that this Agreement does not address or govem those voice and/or data services or your relationship with that third party provider, and Servicers are in no way responsible for providing, maintaining, servicing or supporting such third party voice and/or data services. 37.1. Purchase of Wireless Services. The prices that you will pay for the Wireless Services are set forth on the Application. In connection with your purchase of Wireless Services, you will receive access to a certain Wireless Network(s). • Licenses. You agree to obtain any and all licenses, permits or other authorizations required by the Federal Communications Commission ("FCC") or any other regulatory authority, if any, for the lawful operation of Wireless Equipment used by you in connection with your receipt of Wireless Services. You will promptly provide us with all such information as we may reasonably request with respect to matters relating to the rules and regulations of the FCC. • Wireless Equipment. You agree that in order to access the Wireless Services, you must use wireless POS Terminals and accessories approved for use with the Wireless Services by Processor from time to time in its sole discretion (the "Wireless Equipment"). If Wireless Equipment is purchased by you from us as indicated on the Application, then the terms of this Agreement apply to your use of such Wireless Equipment. • Improvements/General Administration. We and the Wireless Vendor(s) reserve the right to make changes, from time to time, in the configuration of the Wireless Services, Wireless Networks, Wireless Equipment, Wireless Software, rules of operation, accessibility periods, identification procedures, type and location of equipment, allocation and quantity of resources utilized, programming languages, administrative and operational algorithms and designation of the control center serving you at the particular address. 125 In addition, we reserve the right to schedule, from time to time, interruptions of service for maintenance activities. . Suspension of Wireless Services. We or a Wireless Network may suspend the Wireless Services to: (a) prevent damages to, or degradation of, our or a Wireless Network's network integrity that may be caused by a third party; (b) comply with any law, regulation, court order or other governmental request which requires immediate action; or (c) otherwise protect us or a Wireless Network from potential legal liability. To the extent commercially reasonable, we shall give notice to you before suspending the Wireless Services to you. If not commercially reasonable to give prior notice, we will give notice to you as soon as commercially practicable thereafter. Availability of the Wireless Services may vary due to events beyond the control of us or our Wireless Vendors. In the event of a suspension of the Wireless Services, we or the applicable Wireless Vendor will promptly restore the Wireless Services after the event giving rise to the suspension has been resolved. 37.2. Software Licenses. Processor hereby grants to you a non-exclusive, non- transferable, revocable limited sublicense to use any wireless software (including any documentation relating to or describing the wireless software) downloaded by you or your designee from Processor's systems onto the Wireless Equipment in connection with your purchase and use of the Wireless Services in accordance with the terms of this Agreement, including this Section 37. Anything in this Agreement to the contrary notwithstanding, we or certain third parties retain all ownership and copyright interest in and to all Wireless Software, related documentation, technology, know-how and processes embodied in or provided in connection with the Wireless Software, and you shall have only a nonexclusive, non -transferable license to use the Wireless Software in your operation of the Wireless Equipment for the purposes set forth in this Agreement. Nothing in this Agreement confers any title or ownership of any such Wireless Software to you or shall be construed as a sale of any rights in any such Wireless Software to you. You agree to accept, agree to and be bound by all applicable terms and conditions of use and other license terms applicable to such Wireless Software. You shall not reverse engineer, disassemble or decompile the Wireless Software. You shall not give any Person access to the Wireless Software without our prior written consent. Your obligations under this Section 37.2 shall survive the termination of this Agreement. You acknowledge that the only right you obtain to the Wireless Software is the right to use the Wireless Software in accordance with the terms in this Section. 37.3. Limitation on Liability. We shall have no liability for any warranties by any party with respect to uninterrupted Wireless Services, as set forth in Section 37.10, or for any Person's unauthorized access to Client's data transmitted through either the Wireless Equipment or Wireless Services (including the Wireless Software), or Wireless Networks, regardless of the form of action (whether in contract, tort (including negligence), strict liability or otherwise). The foregoing notwithstanding, for any other liability arising out of or in any way connected with these Wireless Services terms, including liability resulting solely from loss or damage caused by partial or total failure, delay or nonperformance of the Wireless Services or relating to or arising from your use of or inability to use the Wireless Services, Processor's, Bank's, and Wireless Vendor(s)' liability shall be limited to your direct damages, if any, and, in any event, shall not exceed the lesser of the amount paid by you for the particular Wireless Services during any period of failure, delay, or nonperformance of the Wireless Services or $50,000.00. In no event shall Servicers, Wireless Vendor (s) or our respective Affiliates be liable for any indirect incidental, special, consequential or punitive damages. The remedies available to you under these Wireless Services Terms will be your sole and exclusive remedies with respect to the Wireless Services. 37.4. Indemnification. In addition to any other indemnifications as set forth in this Agreement, you will indemnify and hold Servicers, Wireless Vendor(s) and our respective officers, directors, employees, and Affiliates harmless from and against any and all losses, claims, liabilities, damages, costs or expenses arising from or related to: (a) the purchase, delivery, acceptance, rejection, ownership, possession, use condition, liens against, or return of the Wireless Equipment or the Wireless Equipment (including the Wireless Software), as applicable; (b) your negligent acts or omissions; (c) any breach by you of any of your obligations under this Section 37; or (d) any Person's unauthorized access to Client's data and/or unauthorized financial activity occurring on your Merchant Identification Number hereunder, except to the extent any losses, liabilities, damages or expenses result from our gross negligence or willful misconduct. 37.5. Confidentiality. All information or materials which could reasonably be considered confidential or competitively sensitive that you access from or relate to either Wireless Vendor(s) or Servicers related to the subject matter of these Wireless Services Terms will be considered confidential information. You will safeguard our confidential information with at least the same degree of care and security that you use for your confidential information, but not less than reasonable care. 37.6. Termination. In addition to any other provision in this Agreement, the Wireless Services being provided under this Section 37 may terminate: a) Immediately upon termination of the agreement between us (or our Affiliates) and Wireless Vendor(s), provided that we will notify you promptly upon our notice or knowledge of termination of such agreement, provided further that if Wireless Vendor (s) loses its authority to operate less than all of the Wireless Services or if the suspension of any authority or non -renewal of any license relates to less than all of the Wireless Services, then these Wireless Services Terms will terminate only as to the portion of the Wireless Services affected by such loss of authority, suspension or non- renewal; or b) Immediately if either we or our Affiliates or Wireless Vendor(s) are prevented from providing the Wireless Services by any law, regulation, requirement, ruling or notice issued in any form whatsoever by judicial or governmental authority (including without limitation the FCC). 37.7. Effect of Termination. Upon termination of these Wireless Services Terms for any reason, you will immediately pay to us all fees due and owing to us hereunder. If these Wireless Services terms terminate due to a termination of the agreement between us or our Affiliates and Wireless Vendor(s), then we may, in our sole discretion, continue to provide the Wireless Services through Wireless Vendor(s) to you for a period of time to be determined as long as you continue to make timely payment of fees due under these Wireless Services Terms. 37.8. Third Party Beneficiaries. Wireless Vendor(s) are third party beneficiaries of these Wireless Services Terms and may enforce its provisions as if a party hereto. 37.9. Other Applicable Provisions. You also agree to be bound by all other terms and conditions of this Agreement. 37.10. Disclaimer. Wireless Services use radio transmissions, so Wireless Services can't be provided unless your Wireless Equipment is in the range of one of the available Wireless Networks' transmission sites and there is sufficient network capacity available at that moment. There are places, particularly in remote areas, with no service at all. Weather, topography, buildings, your Wireless Equipment, and other conditions we don't control may also cause failed transmissions or other problems. PROCESSOR, BANK, AND WIRELESS VENDOR(S) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES RELATING TO WIRELESS SERVICES. WE CANNOT PROMISE UNINTERRUPTED OR ERROR -FREE WIRELESS SERVICE AND DO NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES ON OUR BEHALF. 38. Special Provisions Regarding Clover Security Plus Clover Security Plus consists of a POS security monitor, the TransArmor Data Protection service, and tools that you can use to help you meet your PCI DSS compliance obligations. Each of these services is described in more detail below. Clover Security Plus is provided to you by Processor and not by Bank. Clover Security Plus is available only for Level 3 and Level 4 merchants, as defined by the Payments Organizations. Clover Security Plus is not available for Level 1 or Level 2 merchants. 38.1. The POS security monitor offers you monitoring, scanning, and anti-virus software -services for your point of sale computer systems. The TransArmor Data Protection service is described in Sections 38.14 and 38.15. 38.2. Scanning Authority; Scanning Obligations. You represent and warrant that you have full right, power, and authority to consent for Clover Security Plus to scan for vulnerabilities in the IP address and/or URL and/or domain names identified to us by you for scanning, whether electronically or by any other means, whether during initial enrollment or thereafter. If applicable, you shall obtain all consents and authorizations from any third parties necessary for us or our vendors to perform the Clover Security Plus services, including, without limitation, third party data centers, co -locations and hosts. We will not be required to execute agreements with any such third parties. You agree to defend, indemnify and hold us and our vendors harmless from any third party claim that such access was not authorized. You may use Clover Security Plus and portals only to scan IP addresses, URLs and domain names owned by and registered to you. You understand that your failure to provide a complete list of and complete access to your IP addresses will significantly impair the scanning services and may result in incomplete or inaccurate results. You agree that the Clover Security Plus services hereunder, including without limitation their functionality and contents, constitute confidential information, and your use and/or access to the Clover Security Plus is subject to the terms of confidentiality set forth in this Agreement. 38.3. Data Collection. In the course of providing the Clover Security Plus, we may collect information relating to activities on your network (the "Data") including, but not limited to: network configuration, TCP/IP packet headers and contents, log files, malicious codes, and Trojan horses. We retain the right to use the Data or aggregations thereof for any reasonable purpose. 38.4. Data Protection; Responsibilities of Client. Data Protection applies only to card transactions sent from you to us for authorization and settlement pursuant to the Agreement, and specifically excludes electronic check transactions. You are responsible to comply with the following regarding your use of Data Protection: a) Data Protection can only be used with an eligible POS device, gateway, interactive voice response system, or similar system or equipment sale device, gateway, that is certified by us for use with Data Protection. If you are uncertain whether your equipment is eligible or certified, please contact us. It is your responsibility to ensure that you have eligible equipment in order to use Data Protection. b) You must demonstrate and maintain your current PCI DSS compliance certification. Compliance must be validated either by a Qualified Security Assessor (QSA) with corresponding Report on Compliance (ROC) or by successful completion of the applicable PCI DSS Self -Assessment Questionnaire (SAQ) or Report on Compliance (ROC), as applicable, and if applicable to your business, passing quarterly network scans performed by an Approved Scan Vendor, all in accordance with card organization rules and PCI DSS. Use of the Data Protection will not, on its own, cause you to be compliant or eliminate your obligations to comply with PCI DSS or any other Card 126 Organization Rule. You must also ensure that all third parties and software that you use for payment processing comply with the PCI DSS. c) You must deploy Data Protection (including implementing any upgrades to such service within a commercially reasonable period of time after receipt of such upgrades) throughout your systems including replacing existing Card numbers on your systems with Tokens. Full Card numbers must never be retained, whether in electronic form or hard copy. d) You must use the Token in lieu of the Card number for ALL activities subsequent to receipt of the authorization response including, settlement processing, retrieval processing, chargeback and adjustment processing and transaction reviews. e) If you send or receive batch files containing completed Card transaction information to/from us, you must use the service provided by us to enable such files to contain only Tokens or truncated information. f) You must use truncated report viewing and data extract creation within reporting tools provided by us. g) You are required to follow rules or procedures we may provide to you from time to time regarding your use of Data Protection. We will provide you with advance written notice of any such rules or procedures or changes to such rules or procedures. h) You will use only unaltered version(s) of Data Protection and will not use, operate or combine Data Protection or any related software, materials or documentation, or any derivative works thereof with other products, materials or services in a manner inconsistent with the uses contemplated in this section. i) You will promptly notify us of a breach of any these terms. 38.5. Tokenization Limited Warranty. Subject to the terms of this Agreement, we (i) warrant that each token returned to you through Data Protection cannot be used to initiate a financial sale transaction by an unauthorized entity/person outside your point of sale systems and facilities where you process and /or store transaction data (the "Limited Warranty"); and (ii) agree to indemnify and hold you harmless from direct damages, including third party claims, resulting from our breach of the Limited Warranty. This express remedy for our breach of the Limited Warranty constitutes our entire liability and your sole and exclusive remedy for our breach of the Limited Warranty. The Limited Warranty is void if (a) you use Data Protection in a manner not contemplated by, or you are otherwise in violation of, this Agreement or any other agreement relating to Cards eligible for Data Protection; (b) you are grossly negligent or engage in intentional misconduct; or (c) you no longer have a processing relationship with us. 38.6. Disclaimer; Clover Security Plus Does Not Guarantee Compliance or Security. 38.6.1. USE OF CLOVER SECURITY PLUS, SOFTWARE OR ANY EQUIPMENT (INCLUDING ANY SERVICES, SOFTWARE OR EQUIPMENT PROVIDED BY OR THROUGH A THIRD PARTY) IS AT YOUR OWN RISK AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE CLOVER SECURITY PLUS, EQUIPMENT AND ANY SOFTWARE IS PROVIDED "AS IS" AND WE DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT THE CLOVER SECURITY PLUS, EQUIPMENT OR ANY SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE OR THAT THE CLOVER SECURITY PLUS, EQUIPMENT OR SOFTWARE ARE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR DO NOT INFRINGE THE RIGHTS OF ANY PERSON. 38.6.2. YOU MUST COMPLY WITH ALL RULES OR PROCEDURES RELATING TO CLOVER SECURITY PLUS (OR ANY COMPONENT OF CLOVER SECURITY PLUS) THAT WE GIVE YOU FROM TIME TO TIME. YOU MUST ALSO IMPLEMENT ALL UPDATES TO CLOVER SECURITY PLUS WITHIN A REASONABLE PERIOD OF TIME AFTER YOU RECEIVE THEM. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND/OR OTHERWISE PROTECTING YOUR DATA, SYSTEMS, AND SERVICE. 38.6.3. Use of Clover Security Plus does not (a) guarantee compliance with any laws, Rules, or applicable standards (including the PCI DSS), (b) affect your obligation to comply with laws, Rules, and applicable standards (including the PCI DSS), or (c) guarantee protection against a Data Incident. Your use of Clover Security Plus involves inherent risks, including system performance, availability, and data corruption. We make no promise, and disclaim all warranties of any kind, that the use of Clover Security Plus will detect all vulnerabilities on your system, or that our vulnerability assessments, suggested solutions, information, or advice is error - free or complete. 38.7. Intellectual Property Rights. 38.7.1. All right, title, and interest in and to all confidential information and intellectual property related to the Clover Security Plus (including the Marks, all Software , the content of any materials, web screens, layouts, processing techniques, procedures, algorithms, and methods and any updates, changes, alterations, or modifications to or derivative works from such intellectual property), owned, developed or licensed by us prior to, during the term of, or after this Agreement, or employed by us in connection with the Clover Security Plus, shall be and remain, as among the Parties or our Affiliates', our vendors' or our licensors' (as applicable) sole and exclusive property, and all right, title and interest associated with the Clover Security Plus, Equipment and Software not expressly granted by us in this Agreement are deemed withheld. You may not use our Marks in any manner, including in any advertisements, displays, or press releases, without our prior written consent. 38.7.2. You may not, nor may you permit any third party to do any of the following: (a) decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct or discover by any means any source code, underlying ideas or algorithms of the Clover Security Plus, Software or Equipment (or any part), except to the extent that such restriction is expressly prohibited by law; (b) modify, translate, or alter in any manner, the Clover Security Plus, Software or Equipment (or any part) or the Marks; (c) create derivative works of or based on the Clover Security Plus (or any part), Software or the Marks; (d) except for backup and archival purposes, directly or indirectly copy the Clover Security Plus or any Software (or any part); (e) republish, upload, post; transmit, disclose, or distribute (in any format) the Clover Security Plus or Software (or any part) except as permitted in this Agreement; or (f) remove, relocate, or otherwise alter any proprietary rights notices from the Clover Security Plus, Software or Documentation (or any part) or the Marks. 38.7.3. If we provide you with copies of or access to any Software or Documentation, unless otherwise expressly stated in writing, that Software and Documentation is provided on a personal, non-exclusive, non -transferable, non - assignable, revocable limited license for the period of your subscription to the applicable Clover Security Plus service and solely for you to access and use the Software and Documentation to receive the relevant Clover Security Plus service for its intended purpose on systems owned or licensed by you. Software can only be used with certain computer operating systems and it is your responsibility to ensure that you have the appropriate hardware and software to use the Software. 38.7.4. You shall not take any action inconsistent with the stated title and ownership in this Section 38. You will not file any action, in any forum that challenges the ownership of any part of the Clover Security Plus or any software, materials or Documentation. Failure to comply with this provision will constitute a material breach of this Agreement. We have the right to immediately terminate your access to and use of the Clover Security Plus in the event of a challenge by you. 38.7.5. If you are acquiring any of the Clover Security Plus services on behalf of any part of the United States Government (Government): any use, duplication, or disclosure by the Government is subject to the restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software -Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement; (b) we are the contractor /manufacturer, with the address set forth in this Agreement; and (c) any use, modification, reproduction, release, performance, display or disclosure of Clover Security Plus and /or the accompanying documentation by the Government or any of its agencies shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by this Agreement. 38.8. Software Updates, Maintenance and Changes. 38.8.1. We may perform maintenance on Software or Clover Security Plus which may result in service interruptions, delays, or errors. We will not be liable for any such interruptions, delays, errors, or bugs. You agree that we may contact you in order to assist you with the Software or Services and obtain information needed to identify and fix any errors. We may, at our discretion, release enhancements, improvements or other updates to any Software, or otherwise make any changes to the Clover Security Plus (or any part). 38.8.2. You acknowledge and understand that certain Software can automatically install, download, and /or deploy updated and /or new components, which may include a new version of the Software itself. You shall not, in any event or in any manner, impede the update process. You agree to assume full responsibility and indemnify us for all damages and losses, of any nature, for all adverse results or third party claims arising from your impeding the update process. 38.9. Accessing Services via the Internet or third parties. You agree that we shall not be liable to you for any claims, damages, losses, obligations, costs or expenses or other liability arising directly or indirectly from or otherwise concerning (a) any termination, suspension, delay or disruption of service (including billing for a service) by the internet, any common carrier or any third party service provider; (b) any failure, disruption or malfunction of the Clover Security Plus, the Internet, or any communications network, facility or equipment beyond our or a third party's reasonable control, whether or not attributable to one or more common carriers; or (d) any failure to transmit, obtain or collect data or for human, machine or software errors or faulty or erroneous input by you. 38.10. Access and Use of Services. 38.10.1. Unless we otherwise agree in writing, the Clover Security Plus shall be for your internal business use in the United States and US territories or possessions only. 38.10.2. You shall not and shall not permit any third party to: (a) access or attempt to access any of the Clover Security Plus service that is not intended to be available to you; (b) access or use (in any format) the Clover Security Plus (or any part) through any time- sharing service, service bureau, network, consortium, or other means; (c) without our advanced written consent, use, ship or access TransArmor (or any part) outside or from outside of the United States; (d) perform or attempt to perform any actions that would interfere with the proper working of any part of the Clover Security Plus, prevent access to or use of any of the Clover Security Plus by other users, or in our reasonable judgment, impose a large load on our infrastructure, network capability or bandwidth; or (e) use the Clover Security Plus (or any part) except as permitted in this Agreement. 38.10.3. We have the right to rely on user names, password and other sign on credentials/access controls for the Clover Security Plus or any Software (including 127 Federated Single Sign -on credentials) provided or approved by us to authenticate access to, and use of, the Services and any Software. 38.11. Indemnification. In addition to other indemnifications provided in this Agreement, you agree to indemnify and hold us, our Affiliates and third party service providers harmless from and against all losses, liabilities, damages and expenses arising from (a) your use of the Clover Security Plus, including any Software or Equipment provided under this Agreement; or (b) any other person's authorized or unauthorized access and/or use of the Clover Security Plus (or any part), Software or Equipment, whether or not using your unique username, password, or other security features. 38.12. Liability Waiver. 38.12.1. Subject to your subscribing to the entire Clover Security Plus bundle and to the terms of this Agreement, we agree to waive liability that you have to us under this Agreement for Security Event Expenses resulting from a Data Incident first discovered by you or us while you are receiving and utilizing the Clover Security Plus (the "Liability Waiver"). 38.12.2. The maximum amount of Liability Waiver for all Data Incident Expenses arising out of or relating to your Data Security Events first discovered during any Program Year regardless of the number of such Data Security Events is as follows: a) $100,000.00 maximum per each MID you have; and b) $500,000 aggregate maximum for all of your MID's. 38.12.3. In addition to Section 38.11.2., the maximum amount of Liability Waiver during any TransArmor Program Year for EMV Upgrade Costs is further limited as follows: a) $10,000 maximum per each MID you have; and b) $25,000.00 aggregate maximum for all of your MID's. These limitations apply during each twelve-month period from June 1 through May 31 regardless of the number of Data Incidents you may experience. 38.12.4. All Data Incident Expenses resulting from the same, continuous, related or repeated event or facts will be deemed to arise out of one Data Incident for purposes of these limits. The Liability Waiver is available only while you are using and paying for Clover Security Plus. 38.12.5. The Liability Waiver will not apply to any of the following: (a) any Data Incident that began before you started using Clover Security Plus or that is reported to us after you stopped using Clover Security Plus; (b) any fines or assessments against you that are not the direct result of a Data Incident; (c) any repeated Data Incidents, unless between the repeated events a qualified security assessor certified you as PCI -compliant; (d) any routine or recurring expenses for security assessments, regulatory examinations, or compliance activities; (e) any Data Incident that occurs during any period of time that (1) a Payments Organization has categorized you as a Level 1 or Level 2 merchant, or (2) you have processed more than 6 million transactions during the 12 -month period before the Data Incident; (f) any expenses (other than Data Incident Expenses) incurred to bring you into compliance with the PCI DSS or a similar security standard; or (g) any Data Incident Expenses that arise out of an uncontrollable event or any intentional, reckless, or grossly negligent misconduct on your part. 38.13. Export Compliance 38.13.1. You agree not to export or re-export any Software or Equipment or any underlying information except in full compliance with all applicable laws and regulations. 38.13.2. None of the Software or Equipment or any underlying information may be downloaded or otherwise exported or re-exported (a) to any country to which the United States has embargoed goods (or any national or resident thereof); (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders; or (c) in any manner not in full compliance with the requirements of the United States Bureau of Industry and Security and all applicable Export Administration Regulations. 38.13.3. If you have rightfully obtained Software or Equipment or any underlying information outside of the United States, you agree not to re-export the same except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained it. You warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. 38.14. Definitions: a) Card Organization Assessment means a monetary assessment, fee, fine or penalty levied against you or us by a Card Organization as the result of (i) a Data Security Event or (ii) a security assessment conducted as the result of a Data Security Event; provided, that The Card Organization Assessment shall not exceed the maximum monetary assessment, fee, fine or penalty permitted upon the occurrence of a Data Security Event by the applicable rules or agreement in effect as of the inception date of this Agreement for such Card Organization; b) Cardholder Information means the data contained on a Card, or otherwise provided to Client, that is required by the Card Organization or us in order to process, approve and/or settle a Card transaction; c) Card Replacement Expenses means the costs that the we or you are required to pay by the Card Organization to replace compromised Cards as the result of (i) a Data Security Event or (ii) a security assessment conducted as the result of a Data Security Event; d) Data Protection is a Clover Security Plus service that provides encryption of cardholder data at your payment environment and replaces the data with a token or randomly generated number; e) Clover Security Plus is the suite of security services provided by us and known as TransArmor. f) Data Security Event means the actual or suspected unauthorized access to or use of Cardholder Information, arising out of your possession of or access to such Cardholder Information, which has been reported (i) to a Card Organization by you or us or (ii) to you or us by a Card Organization. All Security Event Expenses and Post Event Services Expenses resulting from the same, continuous, related or repeated event or which arise from the same, related or common nexus of facts, will be deemed to arise out of one Data Security Event; g) Documentation means any documents, instructions, web screen, layouts or any other materials provided by us relating to the Software or the Clover Security Plus; h) Equipment means equipment rented to or purchased by you under this Agreement and any documents setting out additional terms on which Equipment is rented to or purchased by you; i) EMV Upgrade Costs means cost to upgrade payment acceptance and processing hardware and software to enable you to accept and process EMV- enabled Card in a manner compliant with PCI Data Security Standards; j) Forensic Audit Expenses means the costs of a security assessment conducted by a qualified security assessor approved by a Card Organization or PCI Security Standards Council to determine the cause and extent of a Data Security Event; k) Liability Waiver has the meaning as set forth in Section 38.11.1 above; I) Marks means the names, logos, emblems, brands, service marks, trademarks, trade names, tag lines or other proprietary designations; m) Post Event Services Expenses means reasonable fees and expenses incurred by us or you with our prior written consent, for any service specifically approved by us in writing, including, without limitation, identity theft education and assistance and credit file monitoring. Such services must be provided by or on behalf of us or you within one (1) year following discovery of a Data Security Event to a Cardholder whose Cardholder Information is the subject of that Data Security Event for the primary purpose of mitigating the effects of such Data Security Event; n) Program Year means the period from November 1st through October 31st of each year; o) Security Event Expenses means Card Organization Assessments, Forensic Audit Expenses and Card Replacement Expenses. Security Event Expenses also includes EMV Upgrade Costs you agree to incur in lieu of a Card Organization Assessment; p) Software means all software, computer programs, related documentation, technology, know-how and processes embodied in the Equipment (i.e. firmware) or otherwise provided to you under this Agreement. For the avoidance of doubt, the term Software shall not include any third party software available as part of a service provided from someone other than us or our vendors or which may be obtained by you separately from the Clover Security Plus (e.g. any applications downloaded by you through an application marketplace); q) TransArmor PCI is a Clover Security Plus service that provides access to online PCI DSS Self -Assessment Questionnaires (SAQ) to validate PCI data standards: and TransArmor, Data Protection Service 38.15. The TransArmor Data Protection service encrypts cardholder data at the point of transaction and replaces it with a unique identifier (a token) that is returned with the authorization response. You must use the token you receive with the authorization response instead of the card number for all other activities associated with the transaction, including settlement, retrieval, chargeback, or adjustment processing as well as transaction reviews. If you fully deploy and use the TransArmor Data Protection service, the token returned to you with the authorization response cannot be used to initiate a financial sale transaction by an unauthorized person outside your point of sale systems or the systems where you store your transaction data. The TransArmor Data Protection service can only be used with a point of sale device, gateway, or service that we have certified as being eligible for the TransArmor Data Protection service. The TransArmor Data Protection Service is provided to you by Processor and not by Bank. 38.16. Use of the TransArmor Data Protection Service does not (a) guarantee compliance with any laws, Rules, or applicable standards (including the PCI DSS), (b) affect your obligation to comply with laws, Rules, and applicable standards (including the PCI DSS), or (c) guarantee protection against a Data Incident. 39. Special Provisions Regarding Payeezy Gateway Services If you elect to utilize the Payeezy Gateway Services, the following additional terms and conditions of this Section 39 shall apply. The Payeezy Gateway Services are provided to you by Processor and not Bank. Bank is not a party to this Agreement insofar as it applies to the Payeezy Gateway Services, and Bank is not liable to you in any way with respect to such services. For the purposes of this Section 39, the words "we," "our" and "us" refer only to the Processor and not the Bank. 128 The Payeezy Gateway Services provided and other matters contemplated under this Section 39 are subject to the rest of this Agreement, as applicable, except to the extent the terms of this Section 39 directly conflict with another provision of this Agreement, in which case the terms of this Section 39 will control. 39.1. Definitions. Capitalized terms used in this Section 39 shall have the meaning given as defined in this Section or as defined in the Glossary or elsewhere in this Agreement. Claim means any arbitration award, assessment, charge, citation, claim, damage, demand, directive, expense, fine, interest, joint or several liability, lawsuit or other litigation, notice, infringement or misappropriation of any Intellectual Property Right or violation of any law, and any consequential, indirect, special, incidental or punitive damages and any attorney's fees and expenses incurred in connection therewith. For purposes of the foregoing Claim definition, a Claim shall be considered to exist even though it may be conditional, contingent, indirect, potential, secondary, unaccrued, unasserted, unknown, unliquidated, or unmatured. Confidential Information means the Payeezy Gateway Services, Documentation; oper - ational procedures, the terms and conditions of this Section 33 (including any schedule, exhibit or addendum), pricing or other proprietary business information, and any other information provided to you by us, whether or not such information is marked as confidential; provided, however, that Confidential Information will not include information that: (a) is or becomes generally known to the public through no fault of yours; (b) was lawfully obtained by you from a third party free of any obligation of confidentiality; (c) was already in your lawful possession prior to receipt thereof, directly or indirectly, from the disclosing party; (d) is independently developed by you without the use of the Confidential Information; (e) is disclosed with our express written permission; or (f) is disclosed pursuant to a lawful court or govemmental order, provided you provide us with prompt prior written notice of any proceeding that may involve such an order, and an opportunity to contest any disclosure at such proceeding. Customer means your customer who would like to provide payment for your goods or services. Documentation means any and all manuals and other written materials in any form provided for use with the Software, as amended by us from time to time, the terms of which are incorporated in this Section 39 as if fully set forth herein. Intellectual Property Rights means any and all patents, copyrights, trademarks, trade secrets, service marks, and any other intellectual property rights, and any applications for any of the foregoing, in all countries in the world. Merchant Account shall mean an account set up for a merchant that requires a card processor, bank, merchant ID, terminal ID, merchant identification number, or otherwise named unique merchant number. Multiple physical or virtual storefronts that process transactions under the same unique merchant number shall be deemed as one (1) Merchant Account. Payeezy Gateway Services or Services means the products or services offered through the Platform including, but, not limited to payment processing services such as authorization of transactions to the appropriate payment processing network or third party service provider, transaction responses (approved, declined), and the detailed reporting of those transactions, and all related and applicable Software. Platform means our operated, or approved, electronic payment platform(s) and /or gateway(s) (also referred to as the "Payeezy Gateway") through which the payment Services contemplated under this Section 39 are provided. Software means all applications, protocols, software components and other interfaces and software provided by us to you pursuant to this Section 39, and any and all Updates. Updates means an embodiment of the Software that provides enhancements and /or improvements. Your Systems means any web site(s) or interfaces to the Services that are operated or maintained by you or on your behalf through which transactions are submitted for processing, and all your other associated systems. 39.2. Fees. Client shall pay Processor the fees for the Payeezy Gateway Services as set forth on the Application. A separate account with us for Payeezy Gateway Services shall be required for each separate Merchant Account held by you. 39.3. Term; Termination. The Payeezy Gateway Services shall commence as of the effective date of this Agreement and shall remain in effect until terminated by either party as provided herein. Either party may terminate these Services upon giving the other party at least thirty (30) days prior written notice. We may suspend or terminate your access to the Services without prior notice, with or without cause. Regardless of the reason for termination, you shall be responsible for the payment of all fees due up to and including the effective date of termination. 39.4. License Grant. 39.4.1. License. Subject to the terms and conditions of this Agreement (including additional rights and licenses granted in the Documentation), we hereby grant you and you hereby accept a nonsublicensable, royalty free, non-exclusive, nontransferable, revocable limited license to use the Services, during the term of this Agreement, for the sole and limited purpose of submitting payment transactions to us for processing, and otherwise using our Services as set forth herein. For clarity, all references to Services in this Agreement shall include the applicable Software. 39.4.2. Documentation License. Subject to the terms and conditions of this Agreement, we hereby grant, and you hereby accept, a nonsublicensable, royalty free, non-exclusive, non -transferable, revocable limited license to use the Documentation during the term of this Agreement for the sole and limited purpose of supporting your use of the Services. You shall strictly follow all Documentation provided to you, as it may be amended from time to time by us, in our discretion. To the extent that there is any conflict between the Documentation and the terms of Agreement, the terms of this Section 39 shall govern and control. 39.4.3. Use Restrictions. You acknowledge that the Services and Documentation constitute our intellectual property, therefore, you shall not, and shall not cause or permit any third party to: (i) use the Services in any way, other than in accordance with this Agreement or the Documentation or as otherwise instructed by us in writing; (ii) use the Services or Documentation, either directly or indirectly, for benchmarking purposes or to develop any product or service that competes with the products and services provided under this Section 39; (iii) disassemble, decompile, decrypt, extract, reverse engineer or modify the Services, or otherwise apply any procedure or process to the Services in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the Services or any algorithm, process, procedure or other information contained in the Services, except as otherwise specifically authorized in accordance with this Section 39; (iv) provide the Services or Documentation to any third party, other than to your authorized employees and contractors who are subject to a written confidentiality agreement, the terms of which are no less restrictive than the confidentiality provisions of the Agreement; (v) use, modify, adapt, reformat, copy or reproduce the Services or Documentation or any portion thereof, except as is incidental to the purposes of this Section 39, or for archival purposes (any copies made hereunder shall contain all appropriate proprietary notices); (vi) rent, lease, upload, assign, sublicense, transfer, distribute, allow access to, or time share the Services or Documentation; (vii) circumvent or attempt to circumvent any applicable security measures of the Services; (viii) attempt to access or actually access portions of the Platform or Services not authorized for your use; and/or (ix) use the Services in any unlawful manner or for any unlawful purpose. 39.4.4. Updates. From time to time we may, at our discretion, release Updates or modify the Software. In the event we notify you of any such Update, you shall integrate and install such Update into Your Systems within thirty (30) days of your receipt of such notice. You acknowledge that failure to install Updates in a timely fashion may impair the functionality of the Platform or any of our Services provided hereunder. We will have no liability for your failure to properly install the most current version of the Software or any Update, and we will have no obligation to provide support or Services for any outdated versions. 39.4.5. Licensors. The licenses granted hereunder may be subject to other licenses currently held by us or our subcontractors. Should any license held by us to certain technology or software be terminated or suspended, the corresponding license(s) granted to you hereunder may also be terminated or suspended in our sole and absolute discretion. You acknowledge and agree to such potential termination or suspension and hereby waive any and all damages, whether actual, incidental or consequential resulting therefrom. 39.4.6. Export Compliance. You agree not to export or re-export the Software or any underlying information or technology except in full compliance with all applicable laws and regulations. In particular, but without limitation, none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) to any country to which the United States has embargoed goods (or any national or resident thereof); (ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders; or (iii) in any manner not in full compliance with the requirements of the United States Bureau of Industry and Security and all applicable Export Administration Regulations. If you have rightfully obtained the Software outside of the United States, you agree not to re-export the Software except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained the Software. You warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. 39.4.7. Federal Acquisition Regulations. If you are acquiring the Software on behalf of any part of the United States Government (the "Government"), the following provisions apply: Any use, duplication, or disclosure by the Govemment is subject to the restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software- Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. We are the contractor/manufacturer, with the address set forth below. Any use, modification, reproduction, release, performance, display or disclosure of the Software and/or the accompanying documentation by the Govemment or any of its agencies shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Section 39. 39.4.8. Return/Destruction. Upon termination or expiration of this Agreement, all licenses granted hereunder shall immediately terminate, and within five (5) days thereof, you shall either return to us or destroy the Software and the Documentation, and shall so certify to us in writing. 39.4.9. No other Licenses. Except as expressly provided above, no license for any patents, copyrights, trademarks, trade secrets or any other Intellectual Property Rights, express or implied, are granted hereunder. 129 39.4.10. Use of Transaction Data. As permitted by applicable law and regulations, we reserve the right to copy and distribute to third parties, any information associated with your use of the Services or your activities on the Platform. 39.5. Platform Matters 39.5.1. Integration with Your Systems. While we provide Software to you, you acknowledge that the Software itself is insufficient to allow Your Systems to function with the Platform. Programming, development and maintenance of Your Systems and their functionality are your sole responsibility. You have the sole responsibility to select and employ any competent programming agent(s) to accomplish the programming required to make Your Systems function correctly with the Platform and the payment services contemplated hereunder ("Integration"). You shall be responsible for all technical support for Your Systems and Integration related issues. You agree that you will use commercially reasonable efforts to complete the Integration as soon as possible. You will be responsible for all of your own development and implementation costs associated with such Integration. Notwithstanding any other provision of this Section 39, you acknowledge that unless and until you complete the Integration, no Services need be provided by us to you pursuant to this Agreement, except as otherwise specifically provided in Section 39.5.2 below. In addition, you acknowledge and agree that, even if you have completed Integration, if you have not entered into a valid merchant processing agreement with an authorized bank card processor, you cannot receive the Services through the Platform. 39.5.2. Set -Up Assistance Services. Subject to Section 39.5.1 above, upon your request to us, and upon payment of any applicable Fees, we will provide you with set-up services to assist with the Integration. 39.5.3. Shut Downs. We reserve the right, from time to time, without prior notice, to shut down and restart the Platform for maintenance and /or software upgrades for reasonable time periods of one minute or more. 39.5.4. Orders by Customers. You are solely responsible for accepting, processing, and filling any orders for purchases by your Customers, and for handling any inquiries arising therefrom. You shall use the highest standards in the industry in responding to complaints by Customers. We are not responsible or liable for any unauthorized access to your data or Your Systems by any means or device. 39.5.5. Suspension of Access to the Platform and Services. We may suspend your access to the Platform and Services, without prior notice, with cause. For purposes of this Section 39 the term "cause", in addition to cause as defined under the Agreement, shall mean that significant activity by you has been detected (which excludes a high volume of transactions) or the security or integrity of the Platform is materially compromised. We will make commercially reasonable efforts to provide prior notification to you of any such proposed suspension and provide you with a reasonable opportunity to cure, provided just you (and no other user) are affected, and provided such cure is allowed by the applicable law or the Card Organization Rules. If prior notification to you is not possible because such significant activity or security issue would materially and adversely affect other users of the Platform and Services, then we will provide notice of such suspension as promptly as possible thereafter with detailed information regarding the suspected fraudulent activity or security issue, as well as any other information that can assist you with identifying the root cause of the problem responsible for such suspension. Upon a determination by us that you are not responsible for the fraudulent activity or security issue resulting in the suspension or any security threat as abated, the Services and your license to the Software shall be promptly re -activated and the Services under this Section 39 shall recommence. Regardless of the reason for such suspension, you shall be responsible for the payment of all fees due up to and including the effective date of the suspension. 39.6. Security of Information. We will use commercially reasonable efforts to maintain the security of the Services and the Platform. You will use commercially reasonable efforts to maintain the security of Your Systems. Such steps by you will be taken at your sole cost and expense, and shall include, without limitation: (i) creating firewalls to protect against unauthorized access to Your Systems by your employees, contractors, Customers, or by any other person; and (ii) implementing reasonable protective techniques suggested by us. You further agree that you will be bound by and comply with all of our and all Card Organization security rules and regulations as they now exist or as each may be amended or supplemented from time to time. Notwithstanding the foregoing, the parties recognize that there is no guarantee or absolute security of information that is communicated over the internet. 39.7. Privacy. We have adopted online Privacy Statement(s) to inform individuals as to our online collection and use of personal information. You agree that, during the term of this Agreement, you will adequately communicate and comply with an appropriate privacy policy explaining your online collection and use of the personal information of your Customers. Unless required by law, Card Organization Rules, or done pursuant to this Agreement, you shall not, under any circumstances, sell, purchase, provide, or otherwise disclose any customer's account information, transaction information, or other personal information to any third party. You shall store all data securely. We may advise potential users of the services that we have a relationship with you. 39.8. Audit Rights. Upon notice to you, we may audit your usage, records and security of the Services, your Customer's payment processing information, and the services provided hereunder to ensure (i) that you are using the Services in full compliance with the provisions of this Section 39; (ii) that all applicable fees have been paid; (iii) that you are adhering to your privacy policy; and; (iv) that you are in full compliance with all applicable laws, regulations and rules (including but not limited to Card Organization Rules). Any such audit shall be conducted during regular business hours at your offices and shall not interfere unreasonably with your business. 39.9. Indemnification. You shall indemnify, defend, and hold us, our subsidiaries and affiliates and our and their officers, directors, employees, shareholders, agents and attorneys from any Claim(s) arising from the conduct of your business, any Transactions submitted through the Platform hereunder for payment processing, any false or inaccurate representation made by you or the negligence, fraud, dishonesty or willful behavior of any of your employees or agents, or from your failure to strictly comply, in whole or in part, with any: (i) terms and conditions pursuant to this Agreement and any addenda hereto or Documentation; or (ii) applicable law, regulations or rules. Upon written notice from us to you, you shall immediately undertake the defense of such Claim by representatives of your own choosing, subject to our reasonable approval. 39.10. Limitation of Liability. 39.10.1. Processor is not liable for the merit and legitimacy of the orders forwarded by you. All liability for validity of orders remains with you. We are not responsible for any data entry errors, Customer misrepresentations, or reporting errors resulting from your actions. We shall not be liable to you or your Customer for the accuracy of the information provided by the Platform or our Services. 39.10.2. In no event shall we be liable to you, or to any other person or entity, under this Section 33, or otherwise, for any punitive, exemplary, special, incidental or consequential damages, including, without limitation, any loss or injury to earnings, profits or goodwill. 39.10.3. Notwithstanding any provision in this Agreement to the contrary, in no event shall our liability under this Section 39 for all Claims arising under, or related to, this Section 33 exceed, in the aggregate (inclusive of any and all Claims made by you against us, whether related or unrelated), the lesser of: (i) the total amount of fees paid by you for the our Services during the 12 -month period immediately preceding the date the event giving rise to such Claim(s) occurred; or (ii) $50,000.00. 39.10.4. Notwithstanding provisions set forth herein, we will not be liable for any Claims under this Agreement arising directly or indirectly from or otherwise concerning: (a) any termination, suspension, delay or disruption of service (including billing for a service) by the Internet, any common carrier or any third party service provider; (b) any failure, disruption or malfunction of the Services provided hereunder or the Internet, or any communications network, facility or equipment beyond our reasonable control, whether or not attributable to one or more common carriers or third party service providers; (c) any failed attempts by you or your Customers to access any Systems or to complete processing transactions; or (d) any failure to transmit, obtain or collect data from Customers or for human, machine or software errors or faulty or your or your Customer's erroneous input. Except as expressly agreed to by us in writing with respect to any Separate Product, we are not liable for any Excluded Products. 39.11. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE PAYEEZY GATEWAY SERVICES AND DOCUMENTATION ARE AT YOUR SOLE RISK WE MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND NO IMPLIED AT LAW WARRANTY SHALL ARISE FROM THIS SECTION, PAYEEZY GATEWAY SERVICES, DOCUMENTATION, OUR PROCEDURES, OTHER SERVICES PROVIDED OR PERFORMED BY US HEREUNDER, INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (8) ANY WARRANTIES OF NONINTERFERENCE OR NON -INFRINGEMENT; OR (C) ANY WARRANTIES THAT ANY PRODUCT OR SERVICE PROVIDED HEREUNDER (INCLUDING BUT NOT LIMITED TO THE SOFTWARE) WILL (1) MEET YOUR REQUIREMENTS; (2) OPERATE ACCORDING TO YOUR EXPECTATIONS; (3) PROVIDE ACCURATE DATA; OR (4) OPERATE UNINTERRUPTED OR ERROR FREE. ANY AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED BY US AND WAIVED BY YOU. WE DO NOT WARRANT THAT ANY ERRORS WILL BE CORRECTED. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, THE PAYEEZY GATEWAY SERVICES, (INCLUDING WITHOUT LIMITATION THE PAYEEZY GATEWAY AND SOFTWARE), DOCUMENTATION AND OTHER SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN "AS -IS, WITH ALL FAULTS" BASIS. THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. All decisions to reject any processing transaction or payment for your products or services are solely your responsibility. 39.12. Notices. You agree to notify us of any change in your name, type of business, or any other information required on your Merchant Processing Application at least thirty (30) business days prior to the effective date of change. Any notice or other communication required or permitted to be given hereunder shall be in writing, addressed or transmitted to the party to be notified at such party's address or number at such party's last known address or number, and shall be: (i) if sent by us, hand delivered or delivered by facsimile transmission, overnight courier or certified, registered, regular mail or e-mail; or (ii) if sent by you, certified or registered mail, postage prepaid return receipt requested to 3975 N.W. 120th Avenue, Coral Springs, FL 33065. Any notice delivered hereunder shall be deemed effective, as applicable, upon delivery, if hand delivered or sent by overnight courier; upon receipt as evidenced by the date of transmission indicated on the transmitted material, if by facsimile transmission or e-mail; on the date of delivery indicated on the return receipt, if mailed by certified or registered mail; or ten (10) days after mailing, if by regular mail (or as otherwise required by applicable law). The parties' addresses may be changed by written notice to the other party as provided herein. 130 39.13. Subcontractors. Processor may subcontract all or part of the Services using a variety of providers globally, but, notwithstanding any such subcontract, Processor shall remain fully responsible for performance of the Services, including ensuring the compliance of subcontractors with the terms of this Agreement applicable to such subcontractors. 39.14. Survival. Upon termination or expiration of this Section 39 or the Agreement, a party's obligations shall cease except for those remaining or required to be performed following such termination. For the avoidance of doubt, the parties agree that those provisions of this Section that logically should survive its termination or expiration in order to accomplish its fundamental purposes will do so. All representations, warranties, indemnities and covenants made herein shall survive the termination of this Section and shall remain enforceable after such termination. 40. Special Provisions Regarding Clover Insights Service Terms and Conditions If you elect to utilize the First Data Clover Insights Solution ("Clover Insights") the terms and condition in this Section 36 shall apply ("Clover Insights Terms and Conditions"); and if you were granted a First Data Clover Insights Temporary Demonstration License, an election for Services under this Section 40 shall serve to supersede it. Clover Insights is provided to you by Processor and not Bank. Bank is not liable to you in any way with respect to Clover Insights. Clover Insights, transactions processed, and other matters contemplated under Section 40 are subject to the terms and conditions of the Agreement, as applicable, except to the extent the terms directly conflict with the Clover Insights Terms and Conditions, in which case the Clover Insights Terms and Conditions will control. 40.1. Definitions. Capitalized terms used herein shall have the meanings given to such terms as set forth in Section 40.1 or as defined elsewhere in this Section 40, or the Agreement. "Customer" means a Person who makes a purchase of goods or services from you, the transaction detail of which is utilized in Clover Insights. "Customer Information" means information about your Customers (e.g., name, mailing address, card account number, e-mail address, telephone number) obtained in connection with your use of the Services and may be utilized in Clover Insights. "Data" means transaction data that may include processing data from First Data Merchant Services LLC's credit and debit information warehouse and other available sources that First Data Merchant Services LLC owns or has a contractual or other right to use in Clover Insights. "Device" means a tablet, computer, smartphone or other mobile device, or other device that you use to access the Clover Insights website to receive or to which you receive communications from Clover Insights. "First Data" means First Data Corporation, which is the parent company of First Data Merchant Services LLC. "First Data Clover Insights Marks" means the trademarks or service marks related to Clover Insights and sub -licensed to you by Processor. "First Data Clover Insights Solution" or "Clover Insights Solution" means the website or the application associated with Clover Insights, the object code version of the Clover Insights software applications and communications you receive from the applications. Among other things, Clover Insights allows merchants to track and visualize information regarding their own revenue, ticket size, and Customers contained in the Data and other third party data sources. Clover Insights may also permit a merchant to compare its performance to groups of similar businesses within their industry and /or certain geographic areas using the Data and other third party data sources, subject to certain limitations. The features and functionality of Clover Insights may be modified from time to time by First Data or its third party provider(s). For the avoidance of doubt, the term "software" in this definition does not include any software that may be obtained by you separately from Clover Insights (e.g., any applications downloaded by you). The First Data Clover Insights Solution is deemed part of the "Services," as defined in and provided under the Agreement. "Clover Insights Solution Fees" means the fees charged for your use of the First Data Clover Insights Solution, which includes additional fees for multiple locations. "Third Party Services" are the services, products, promotions or applications provided to you by or through someone other than Processor. "User Documentation" means that documentation regarding the operation, guidelines and features and functionality of Clover Insights that is made available to you from time to time at the website, by internet link or otherwise. User Documentation may be modified from time to time by First Data or its third party provider(s). 40.2. License Grant. Subject to the Clover Insights Terms and Conditions in this Section 40, Processor grants you a personal, limited, non-exclusive, revocable, non- transferable sub -license, without the right to further sub -license or assign in any way, to electronically access and use, solely in the United States, Clover Insights to manage your establishment(s) and analyze associated point of sale activities within the United States. For purposes of this Section 40, "United States" does not include U.S. Territories or possessions. Clover Insights is for your internal business use only. This Section 40 does not grant you any rights to First Data Clover Insights Marks. Except for the license expressly granted herein, all intellectual property and proprietary rights in or related to Clover Insights and First Data Clover Insights Marks are and will remain the sole and exclusive property of First Data or its affiliates, vendors, or third party provider(s) (as applicable), and any and all right, title and interest associated with Clover Insights not expressly granted in this Section 40 is deemed withheld. 40.3. Restrictions. 40.3.1. You may not, nor may you permit any third party, other than employees and agents with a business need, to do any of the following: (a) access or attempt to access Clover Insights (or any part) that is not expressly made available for public use; (b) decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct or discover by any means any source code or any underlying data, ideas or algorithms of Clover Insights (or any part), except to the extent that such restriction is expressly prohibited by law; (c) modify, translate, or alter in any manner, Clover Insights (or any part), or First Data Clover Insights Marks; (d) create derivative works of or based on Clover Insights (or any part) or Clover Insights Marks; (e) except for backup and archival purposes, directly or indirectly copy Clover Insights (or any part), except screen shots may be copied and retained solely for internal business purposes; (f) republish, upload, post, transmit, disclose, or distribute (in any format) Clover Insights (or any part) excet as expressly permitted herein; (g) acoess or use (in any format) Clover Insights (or any part) through any time-sharing service, service bureau, network, consortium, or other means; (h) rent, lease, sell, sublicense, assign, or otherwise transfer your license rights to any third party, whether by operation of law or otherwise; (i) use or ship Clover Insights (or any part) outside of the United States, or access Clover Insights (or any part) from outside the United States, without in any case obtaining our advance written consent; (j) remove, relocate, or otherwise alter any proprietary rights notices from Clover Insights (or any part), or First Data Clover Insights Marks; (k) perform or attempt to perform any actions that would interfere with the proper working of Clover Insights, prevent access to or use of Clover Insights by other users, or in our reasonable judgment impose an unreasonable or disproportionately large load on Clover Insights' infrastructure, network capability or bandwidth; or (I) use Clover Insights (or any part) except as permitted in Section 40.2. 40.3.2. You shall not take any action inconsistent with the stated title and ownership in Section 40.2. You will not file any action in any forum that challenges the ownership of any part of Clover Insights, any related software, materials or User Documentation. Failure to comply with this provision will constitute a material breach of this Agreement and may restrict Processor's ability to sublicense Clover Insights to you. Processor has the right to immediately terminate Services under this Section 40, and First Data has the right to immediately terminate your access to and use of Clover Insights in the event of a challenge by you. 40.4. Clover Insights Limitations and Requirements. 40.4.1. You may access Clover Insights through your Device using a wired (ethernet) or wireless (wifi or cellular) connection to the Internet. You are solely responsible for the payment of any fees that may be imposed by your Internet/data provider. Your use of Clover Insights may be subject to: (a) the terms of your agreements with your Internet / data provider; and (b) the availability or uptime of the services provided by your Internet/data provider. 40.4.2. You may use Clover Insights to conduct analysis of the Data and third party data made available through Clover Insights application and/or other tools made available at the website or in the application. 40.4.3. First Data may alter which Devices and browsers are approved as compatible with Clover Insights in its discretion from time -to -time. 40.4.4. First Data may perform maintenance on Clover Insights from time to time which may result in service interruptions, delays, or errors. Neither First Data nor its affiliates, vendors, or third party provider(s), will be liable for any such interruptions, delays, errors, or bugs. You agree that First Data or its affiliates, vendors, or third party provider(s) may contact you in order to assist you with Clover Insights and obtain information needed to identify and fix any errors. 40.4.5. You shall at all times comply with the User Documentation. 40.4.6. You shall comply with the following requirements in connection with your use of Clover Insights: 40.4.6.1. In the event you are able to discern any information about a particular entity or individual from the information available from Clover Insights, either alone or with other information in your possession, you understand and acknowledge that the information may be subject to certain privacy, marketing, insider trading, or other applicable laws and you will limit your use thereof in accordance with all applicable laws. 40.4.6.2. With respect to each Customer who desires to receive marketing material or other communications from you via text message or email, such Customer must check the appropriate consent or the consent must be provided in writing; you are NOT permitted to add or modify a Customer's consent indication on his behalf. 40.4.6.3. You (or your agents acting on your behalf) may only send marketing materials or other communications to the Customer's provided phone number, street address, and/or email address if the Customer has specifically consented in writing executed by the Customer. 131 40.4.6.4. NOTWITHSTANDING THE CAPABILITY OF CLOVER INSIGHTS TO COLLECT AND STORE CUSTOMER INFORMATION, SOME STATES MAY LIMIT YOUR USE OF SUCH INFORMATION ONCE COLLECTED, EVEN IF THE CUSTOMER HAS PROVIDED ITS CONSENT, AND/OR YOUR DISCLOSURE OF SUCH INFORMATION TO THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT (I) YOUR USE OF CUSTOMER INFORMATION OBTAINED IN CONNECTION WITH CLOVER INSIGHTS MAY BE SUBJECT TO LOCAL, STATE, AND/OR FEDERAL LAWS, RULES, AND REGULATIONS, (II) YOU ARE SOLELY RESPONSIBLE FOR KNOWING SUCH LAWS, RULES, AND REGULA TIONS, AND (III) YOU WILL AT ALL TIME STRICTLY COMPLY WITH ALL SUCH LAWS, RULES, AND REGULATIONS. 40.4.7. You shall comply fully with the requirements of all applicable federal, state and local laws and regulations related to your use of Clover Insights and provision and use of Customer Information and point of sale data in connection with Clover Insights. Furthermore, you are solely responsible for monitoring legal developments applicable to Clover Insights and the operation of your business, interpreting applicable laws and regulations, determining the requirements for compliance with all applicable laws and regulations, and maintaining an on-going compliance program. 40.4.8. In connection with Clover Insights, you shall receive a username and password to access Clover Insights. You are responsible for securely storing and keeping the username and password in accordance with this Section 40.10 below. You will not permit anyone unauthorized by you to use the username and password and you may only authorize your employees and agents with a business need to use the username and password. At such time as multiple usernames and passwords are available, you shall restrict the use of usernames and passwords to single individuals and you shall monitor use of Clover Insights to ensure compliance with this Section 40 by those to whom you have provided usernames and passwords and you shall keep records regarding who has access to which usernames and passwords at all times. 40.5. Equipment. You must obtain all equipment necessary for you to access and use the Clover Insights website. No communication channel or device to access the website is included within the provision of the First Data Clover Insights Solution, and you shall be responsible for all such equipment and communication channels, including but not limited to all device or channel compatibility. 40.6. Term and Termination. Clover Insights Terms and Conditions in this Section 40 shall become effective upon execution hereof and shall end when terminated as set forth herein. For the avoidance of doubt, except as set forth below, termination of Services under Section 36 wit not terminate the underlying Agreement. You may terminate your First Data Clover Insights Solution services at any time upon thirty (30) days' notice by calling the Customer Service number on your statement. Notwithstanding the foregoing sentence, upon as much advance notice as is commercially practicable, First Data may terminate your access to, and use of Clover Insights if (i) it is determined that you are using Clover Insights for any fraudulent, illegal, or unauthorized purpose, (ii) you violate the Clover Insights Terms and Conditions or an Event of Default occurs under the Agreement, (iii) First Data terminates its agreement with any third parties that are involved in providing Clover Insights, or (iv) First Data otherwise decides to discontinue providing Clover Insights. You acknowledge and agree that an occurrence of (i) or (ii) above may be deemed an Event of Default under the Agreement, thereby affording Processor and Bank all rights and remedies as set forth in the Agreement triggered by such an Event of Default, which may include immediate termination of the Services under Section 40 without notice. 40.7. Third Party Services. Clover Insights may be used in connection with Third Party Services that you obtain separately for your purposes (e.g., an accounting application on your Device). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with Third Party Services (including obtaining and maintaining any required third party hardware and /or software that is required for the Third Party Services to work with Clover Insights). Your access of any Third Party Services is at your own risk. Third Party Services are not governed by the terms and conditions of this Section 40 or the Agreement. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIRD PARTY SERVICES (E.G., ACCOUNTING APPLICATION) IS DOWNLOADED AT YOUR OWN RISK. NEITHER FIRST DATA NOR ITS AFFILIATES, VENDORS, OR THIRD PARTY PROVIDER(S), WILL BE RESPONSIBLE FOR ANY ACTIONS OR ANY FAILURES TO ACT OF ANY THIRD PARTY, AND SUCH LIABILITY RELATED TO ALL THIRD PARTY SERVICES IS EXPRESSLY DISCLAIMED. 40.8. Account Registration. First Data may require you to register at Clover Insights website or through the application. If and when prompted by the registration process, you agree to (a) provide true, accurate, current and complete information about yourself and/ or your business, and (b) maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, First Data has the right to terminate your First Data Clover Insights account ("Account") and refuse any and all current or future use of Clover Insights. 40.9. Privacy and Data Use. All data collected from you in connection with the Services or in connection with your use of Clover Insights, including Customer Information and information about your business and employees used with or stored in or by Clover Insights (collectively, "Account Data"), is collected by First Data, its affiliates, vendors, and/or third party provider(s) ; therefore, the use and sharing of such Account Data is controlled by the applicable Privacy Policy displayed and available at or through a link on the Clover Insights website. You acknowledge and agree that First Data, its affiliates, vendors, and/or third party provider(s) may access your Account Data, and our use of your Account Data is govemed by the Clover Insights Terms and Conditions and the Agreement. You also agree that First Data, its affiliates, vendors, and/or third party provider(s) may access and use Account Data to provide or enhance Clover Insights or the Services. 40.10. Protecting Your Information. You are solely responsible for ensuring that your account numbers, passwords, security questions and answers, login details and any other security or access information used by you to use or access Clover Insights are kept safe and confidential. You must prevent unauthorized access to and use of any Account Data. You are responsible for all electronic communications sent to First Data, its affiliates, vendors, or third party provider(s) containing Account Data. When First Data receives communications containing Account Data, it will assume you sent it to First Data. You must immediately notify First Data if you become aware of any loss, theft or unauthorized use of any Account Data (see Clover Insights support center contact information below). First Data reserves the right to deny you access to Clover Insights, in whole or in part, if First Data believes that any loss, theft or unauthorized use of any Account Data or access information has occurred. 40.11. Accuracy of Information. You are solely responsible for ensuring the accuracy of all information and data regarding your business that you provide to First Data, its affiliates, vendors, and/or third party provider(s) in connection with Clover Insights (e.g., Customer Information). First Data, its affiliates, vendors, and/or third party provider(s) disclaim any and all liability arising out of any inaccuracies as a result of use of such information or data. 40.12. First Data Clover Insights Solution Disclaimer. 40.12.1. AS IS. USE OF CLOVER INSIGHTS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOVER INSIGHTS IS PROVIDED "AS IS" AND NEITHER FIRST DATA NOR ITS AFFILIATES, VENDORS, OR THIRD PARTY PROVIDER(S) MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED) WITH REGARD TO CLOVER INSIGHTS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT, OR THAT CLOVER INSIGHTS WILL FUNCTION UNINTERRUPTED OR ERROR -FREE, OR THAT CLOVER INSIGHTS IS SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. 40.12.2. Financial Advice. First Data Clover Insights Solution does not provide any business, investment or financial advice and is not advocating any business decision or the sale or purchase of any real property, stocks, bonds, or securities. First Data expressly states, and you hereby acknowledge, that Clover Insights is provided solely for informational purposes and are not to be used as a substitute for independent financial investment advice nor are they intended to be relied upon by any person or entity, including you or your Customers for the purposes of investment or other financial decisions. Clover Insights is not to be construed as providing business or investment advice and should not be used or construed, in whole or in part, as a basis or recommendation for an investment or business decision. 40.12.3. Accuracy. While First Data takes commercially reasonable measures to ensure the accuracy of the information and content contained in Clover Insights, it makes no representation or warranty of any kind with respect to Clover Insights. You acknowledge and agree that all use of Clover Insights by you and all other persons shall be: (i) based upon your own determination and evaluation and (ii) at your sole risk. At times the Data may include third party data that is appended to the Data and First Data has not investigated and does not make any representation or warranty with respect to the accuracy of the third party data. 40.13. Indemnity. Without limiting your indemnification obligations in the Agreement, you agree to indemnify and hold First Data, its affiliates, vendors, and third party provider(s) harmless from and against all losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or relating to: 40.13.1. Your failure to comply with all terms and conditions in this Section 36, including but not limited to User Documentation; 40.13.2. Your use (alone or in combination with any other information) of any Customer Information, reports, information or analytics obtained in connection with your use of Clover Insights; 40.13.3. The content or delivery of any marketing messages that you send or cause to be sent to any Customer phone number or email address collected through the use of Clover Insights; or 40.13.4. Any other party's access and/or use of Clover Insights with your unique username, password, or other appropriate security code. 40.14. Notices. First Data, its affiliates, vendors, and /or third party provider(s) may provide notices and other information regarding Clover Insights to you via the method(s) described in the Agreement. 40.15. Amendment. First Data has the right to: (i) require changes or addition to the Clover Insights Terms and Conditions in Section 40 at any time, and (ii) change, delete, discontinue, or impose conditions on any feature or aspect of Clover Insights 132 40.16. Ideas. You may choose to, or First Data, its affiliates, vendors, or third party provider(s) may invite you to, submit comments or ideas about Clover Insights, including, without limitation, about how to improve Clover Insights ("Ideas"). By submitting any Idea, you agree that: (a) First Data expressly disclaims any confidentiality obligations or use restrictions, express or implied, with respect to any Idea, (b) your submission will be non -confidential, and (c) First Data is free to use and disclose any Idea on an unrestricted basis without notifying or compensating you and without you claiming any rights therein. You release First Data, its affiliates, vendors, or third party provider(s) from all liability and obligations that may arise from the receipt, review, use or disclosure of any portion of any Idea. 40.17. Third Party Beneficiaries. First Data, its affiliates, vendors, or third party provider(s) used in providing Clover Insights are intended third party beneficiaries of this Section 40 as applicable, and each of them may enforce its provisions as if it was a party hereto. Except as expressly provided in this Section 40, nothing in this Section 40 is intended to confer upon any Persons any rights or remedies, and the parties do not intend for any Persons to be third -party beneficiaries of this Section 40. 40.18. Limitation of Liability. The cumulative liability to you from First Data, its affiliates, vendors, and third party provider(s) for any and all claims arising out of or resulting from this Section 40 shall not exceed the total for the Clover Insights Solution Fees you paid to the Processor in the twelve months immediately preceding any claim. 41. Special Provisions Regarding Clover Service If you elect to use the Clover Service, the following additional terms and conditions of this Section 41 shall apply. The Clover Service is provided to you by Processor and not Bank. The Clover Service, transactions processed, and other matters contemplated under this Section 41 are subject to the terms and conditions of the Agreement, as applicable, except to the extent the terms of this Section 41 directly conflict with another provision of the Agreement, in which case the terms of this Section 41 will control; provided however, Bank is not a party to this Agreement insofar as it applies to the Clover Service, and you acknowledge that Bank is not liable to you in any way with respect to the Clover Service. For the purposes of this Section, 41, the words "we," "our" and "us" refer only to the Processor and not the Bank. 41.1. Definitions. Capitalized terms used herein shall have the meanings given to such terms as set forth in this Section 41 or as defined in the Glossary or elsewhere in this Agreement. "Clover" means Clover Network, Inc. "Clover Marks" means the trademarks or service marks of Clover, an affiliate of Processor. "Clover Service" means the website associated with the Clover Service, the object code version of Clover software applications (whether owned or licensed by Clover) resident ona Device at the time we provide you with the Device and the object code version of the software that enables the applications resident on a Device at the time of provisioning, and any related updates (including software maintenance or bug fixes) that are designed to assist with the management of your business and enable payment processing at the point of sale, and any materials, documentation and derivative works released by Processor from time to time. For the avoidance of doubt, the term software in the preceding sentence does not include any software that may be obtained by you separately from the Clover Service (e.g., any applications downloaded by you through an application marketplace). The Clover Service is deemed part of the "Services," as defined in and provided under the Agreement. "Customer" means a Person who makes a purchase of goods or services from you, the transaction for which utilizes the Clover Service. "Customer Information" means information about your Customers (e.g., name, mailing address, e-mail address, telephone number) obtained in connection with your use of the Clover Service. "Device" means a tablet, smartphone, or other mobile or fixed form factor identified by Processor from time to time as compatible with and capable of supporting the Clover Service. "Third Party Services" are the services, products, promotions or applications provided by someone other than Processor. 41.2. License Grant. During the term of the Agreement, Processor grants you a personal, limited, non-exclusive, revocable, non -transferable license, without the right to sublicense or assign in any way, to electronically access and use the Clover Service solely in the United States to manage your establishment and conduct associated point of sale activities within the United States in accordance with the terms of this Section 41. For purposes of this Section 41, "United States" does not include U.S. Territories or possessions. The Clover Service is for your intemal business use only. This Section 41 does not grant you any rights to the Clover Marks. All intellectual property and proprietary rights in or related to the Clover Service and the Clover Marks are and will remain our, our affiliates', our vendors', or our licensors' (as applicable) sole and exclusive property, and any and all right, title and interest associated with the Clover Service not expressly granted by Processor in this Section 41 are deemed withheld. 41.3. Restrictions. You may not, nor may you permit any third party to do any of the following: (a) access or attempt to access the Clover Service (or any part) that is not intended or made available for public use; (b) decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct or discover by any means any source code, underlying ideas or algorithms of the Clover service or any part, except to the extent that such restriction is expressly prohibited by law; (c) modify, translate, or alter in any manner, the Clover Service (or any part) or the Clover Marks; (d) create derivative works of or based on the Clover Service (or any part) or the Clover Marks; (e) except for backup and archival purposes, directly or indirectly copy the Clover Service (or any part); (f) republish, upload, post, transmit, disclose, or distribute (in any format) the Clover Service (or any part) except as permitted herein; (g) access or use (in any format) the Clover Service (or any part) through any time-sharing service, service bureau, network, consortium, or other means; (h) rent, lease, sell, sublicense, assign, or otherwise transfer your license rights to any third party, whether by operation of law or otherwise; (i) use or ship the Clover Service (or any part) outside of the United States, or access the Clover Service (or any part) from outside the United States, without in any case obtaining our advance written consent; (j) remove, relocate, or otherwise alter any proprietary rights notices from the Clover Service (or any part) or the Clover Marks; (k) perform or attempt to perform any actions that would interfere with the proper working of the Clover Service, prevent access to or use of the Clover Service by other users, or in our reasonable judgment impose an unreasonable or disproportionately large load on our infrastructure, network capability or bandwidth; or (I) use the Clover Service (or any part) except as permitted in subsection 41.2 above. You shall not take any action inconsistent with the stated title and ownership in subsection 41.2 above. You will not file any action, in any forum that challenges the ownership of any part of the Clover Service, any related software, materials or documentation. Failure to comply with this provision will constitute a material breach of this Agreement. We have the right to immediately terminate your access to and use of the Clover Service in the event of a challenge by you. 41.4. CloverServiceLimitationsand Requirements. 41.4.1. You may access the Clover Service through your Device using a wired (ethernet) or wireless (wifi or cellular) connection to the Internet. You are solely responsible for the payment of any fees that may be imposed by your Internet/data provider. Your use of the Clover Service may be subject to: (a) the terms of your agreements with your Internet/data provider; and (b) the availability or uptime of the services provided by your Internet/data provider. 41.4.2. You may use the Clover Service to conduct point of sale activities offline; transactions initiated offline will be queued and submitted for authorization when Internet connectivity to the Clover System is restored. However, you assume all risk, responsibility and liability associated with any transaction that you choose to conduct while the Clover Service is used offline. 41.4.3. The Clover Service does not function with every mobile device. Processor may alter which Devices are approved as compatible with the Clover Service in our discretion from time -to -time. 41.4.4. We may perform maintenance on the Clover Service from time to time which may result in service interruptions, delays, or errors. We will not be liable for any such interruptions, delays, errors, or bugs. You agree that we may contact you in order to assist you with the Clover Service and obtain information needed to identify and fix any errors. 41.4.5. You shall at all times comply with any operating procedures, requirements, or guidelines regarding your use of the Clover Service that are posted on the Clover website or otherwise provided or made available to you (collectively, "Clover Ops Guide"). 41.4.6. You shall comply with the following requirements in connection with your use of the Clover Service: a) With respect to each Customer who requests the delivery of transaction receipts via text message or email, such Customer must enter his phone number or email address in the appropriate space displayed on the Device himself; you are NOT permitted to add or modify any Customer Information (including but not limited to phone number and email address) on behalf of a Customer. b) With respect to each Customer who desires to receive marketing material or other communications from you via text message or email, such Customer must check the appropriate consent check box displayed on the Device himself; you are NOT permitted to add or modify a Customer's consent indication on his behalf. c) You (or your agents acting on your behalf) may only send marketing materials or other communications to the Customer's provided phone number, street address, and /or email address if the Customer has specifically consented by checking (himself) the applicable box displayed on the Device. d) NOTWITHSTANDING THE CAPABILITY OF THE CLOVER SERVICE TO COLLECT AND STORE CUSTOMER INFORMATION AND TO ALLOW YOUR CUSTOMERS TO ELECT TO RECEIVE MARKETING MATERIALS FROM YOU, SOME STATES MAY LIMIT YOUR USE OF SUCH INFORMATION ONCE COLLECTED, EVEN IF THE CUSTOMER HAS PROVIDED HIS CONSENT, AND /OR YOUR DISCLOSURE OF SUCH INFORMATION TO THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT (I) YOUR USE OF CUSTOMER 133 INFORMATION OBTAINED. IN CONNECTION WITH THE CLOVER SERVICE MAY BE SUBJECT TO LOCAL,STATE, AND/OR FEDERAL LAWS, RULES, AND REGULATIONS, (II) YOU ARE SOLELY RE SPONS -IBLE FOR KNOWING SUCH LAWS, RULES, AND REGULATIONS, AND (III) YOU WILL AT ALL TIME STRICTLY COMPLY WITH ALL SUCH LAWS, RULES, AND REGULATIONS. e) If TransArmor software is resident on your Device at the time we provide you with the Device and therefore part of the Clover Service, it will be used to perform such encryption and tokenization ("TransArmor Service") and the additional terms set forth in Section 38 apply. However you will only receive the applicable TransArmor service subscribed by you as set forth in the Application. f) You are responsible to provide and obtain any disclosures and consents related to the E -SIGN Act that may be required in connection with your communications and agreements with your Customers. 41.5. Fees. You shall pay Processor the fees for Clover Service as set forth on the Application. 41.6. Term and Termination. The Clover Service may be terminated at any time by either party upon thirty (30) days' written notice to the other party. Notwithstanding the foregoing sentence, upon as much advance notice as is commercially practicable, we may suspend or terminate the Clover Service if (a) we determine that you are using Clover Service for any fraudulent, illegal, or unauthorized purpose, (b) you violate the terms of this Section 41 or an Event of Default occurs under the Agreement, (c) we terminate our agreement with any third parties that are involved in providing the Clover Service, or (d) Processor otherwise decides to discontinue providing the Clover Service. You acknowledge and agree that an occurrence of (a) or (b) above may be deemed an Event of Default under the Agreement, thereby affording Processor and Bank all rights and remedies as set forth in the Agreement triggered by such an Event of Default, which may include immediate termination of the Agreement without notice. 41.7. Third Party Services. The Clover Service may contain links to Third Party Services (e.g., an application marketplace). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with Third Party Services (including obtaining and maintaining any required third party hardware and /or software that is required for the Third Party Services to work with the Clover Service). Your access of any Third Party Services is at your own risk. Third Party Services are not governed by the terms and conditions of this Section 37 or the Agreement. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIRD PARTY SERVICES (E.G., APPLICATION MARKETPLACE AND ANY APPS AVAILABLE AT SUCH APPLICATION MARKETPLACE) IS DOWNLOADED AT YOUR OWN RISK. PROCESSOR WILL NOT BE RESPONSIBLE FOR ANY ACTIONS OR ANY FAILURES TO ACT OF ANY THIRD PARTY, AND PROCESSOR EXPRESSLY DISCLAIMS ANY LIABILITY RELATED TO ALL THIRD PARTY SERVICES. PROCESSOR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY SERVICE OR PRODUCT ADVERTISED OR OFFERED THROUGH THE CLOVER SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PROCESSOR WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF THIRD PARTY SERVICES OR PRODUCTS. 41.8. Account Registration. We may require you to register and create a "Member" or "Merchant" account to use the Clover Service. If and when prompted by our registration process, you agree to (a) provide true, accurate, current and complete information about yourself and/or your business, and (b) maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, we have the right to terminate your Clover Service account ("Account") and refuse any and all current or future use of the Clover Service. 41.9. Privacy and Data Use. All data collected from you at www.clover.com or in connection with your use of the Clover Service, including Customer Information and information about your business and employees used with or stored in or by the Clover Services (collectively, "Account Data"), is collected by Clover and not Processor or Bank; therefore, the use and sharing of such Account Data is controlled by the Clover Privacy Policy (available at https://www.clover.com /privacy_policy). You acknowledge and agree that we may access your Account Data upon our request to Clover, and our use of your Account Data is governed by the terms set forth in the Agreement. 41.10. Protecting Your Information. You are solely responsible for ensuring that your account numbers, passwords, security questions and answers, login details and any other security or access information used by you to use or access the Clover Service are kept safe and confidential. You must prevent unauthorized access to and use of any Account Data. You are responsible for all electronic communications sent to us or to any third party (including Clover) containing Account Data. When we receive communications containing Account Data, we assume you sent it to us. You must immediately notify us if you become aware of any loss, theft or unauthorized use of any Account Data. We reserve the right to deny you access to the Clover Service, in whole or in part, if we believe that any loss, theft or unauthorized use of any Account Data or access information has occurred. 41.11. Accuracy of Information. You are solely responsible for ensuring the accuracy of all information and data regarding your business that you provide to us or our service providers in connection with the Clover Service (e.g., menus loaded onto the Device). In addition, you are solely responsible for verifying that all information and data loaded onto a Device by us or our service providers at your request are accurate prior to your business use of such Device. We and our service providers disclaim any and all liability arising out of any inaccuracies with respect to such information or data. 41.12. Clover Service Disclaimer. USE OF THE CLOVER SERVICE OR ANY EQUIPMENT PROVIDED WITH THE CLOVER SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLOVER SERVICE IS PROVIDED "AS IS" AND PROCESSOR MAKES NO REPRESENTATIONS OR WAR -RANTIES OF ANY KIND (EXPRESS OR IMPLIED) WITH REGARD TO THE CLOVER SERVICE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -IN FRINGE -MENT, OR THAT THE CLOVER SERVICE WILL FUNCTION UNINTER RUPTED OR ERROR -FREE, OR THAT THE CLOVER SERVICE IS SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. 41.13. Indemnity. Without limiting your indemnification obligations in the Agreement, you agree to indemnify and hold us harmless from and against all losses, liabilities, damages, and expenses (including reasonable attomeys' fees) arising out of or relating to: a) Your failure to comply with all terms and conditions in this Section 41, including but not limited to the Clover Ops Guide; b) Your use of any Customer Information obtained in connection with your use of the Clover Service; c) The content or delivery of any marketing messages that you send or cause to be sent to any Customer phone number or email address collected through the use of the Clover Service; or d) Any other party's access and/or use of the Clover Service with your unique usemame, password, or other appropriate security code. 41.14. Notices. We may provide notices and other information regarding the Clover Service to you via the method(s) described in the Agreement or in the E -Sign Consent Agreement set forth below. 41.15. Amendment. We have the right to change or add to the terms of this Section 41 at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Clover Service with notice provided to you as set forth in subsection 41.14 above. Any use of the Clover Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified. 41.16. Ideas. You may choose or we may invite you to submit comments or ideas about the Clover Service, including, without limitation, about how to improve the Clover Service ("Ideas"). By submitting any Idea, you agree that: (a) we expressly disclaim any confidentiality obligations or use restrictions, express or implied, with respect to any Idea,(b) your submission will be non -confidential, and (c) we are free to use and disclose any Idea on an unrestricted basis without notifying or compensating you. You release us from all liability and obligations that may arise from our receipt, review, use or disclosure of any portion of any Idea. 41.17. Third Party Beneficiaries. Processor's Affiliates and any Persons Processor uses in providing the Clover Service are intended third party beneficiaries of this Section 41, and each of them may enforce its provisions as if it was a party hereto. Except as expressly provided in this subsection 41.17, nothing in this Section 41 is intended to confer upon anyPersons any rights or remedies, and the parties do not intend for any Persons to be third -party beneficiaries of this Section 41. 134 42. Special Provisions Regarding Clover Go Service (Mobile Payments) If you elect to use the Clover Go Service, the following additional terms and conditions of this Section 42 shall apply. The Clover Go service is provided to you by Processor and not Bank. The Clover Go service, transactions processed, and other matters contemplated under this Section 42 are subject to the terms and conditions of the Agreement, as applicable, except to the extent the terms of this Section 42 directly conflict with another provision of the Agreement, in which case the terms of this Section 42 will control; provided however, Bank is not a party to this Agreement insofar as it applies to the mobile payments service, and you acknowledge that Bank is not liable to you in any way with respect to the mobile payments service. For the purposes of this Section 42, the words "we," "our" and "us" refer only to the Processor and not the Bank. 42.1. Your mobile payments service ("Clover Go Service") enables you to accept card- based payments using (a) a smart phone or other supported mobile device that you provide,(b) an approved card reader you obtain from us ("Clover Go Reader"), and (c) an application ("Clover Go App") that you download from the Apple App Store or Google Play. The Clover Go Service does not support offline point of sale activities and requires Internet connectivity for proper functioning. We may update the Clover Go Service from time to time. 42.2. Only Apple iOS and Google Android operating systems are compatible with the Clover Go Service, and only certain types of mobile devices using Apple iOS and Google Android are supported for the Clover Go App and Clover Go Service. Please contact us for information on whether a particular mobile device is supported for the Clover Go App and Clover Go Service. 42.3. Additional terms of use ("Clover Go Terms") apply to the Clover Go Service. From time to time, Clover Go Terms will be presented to you electronically on an "in - application" basis, and you will be required to "click to agree" before being permitted to use the Clover Go App. If we update the Clover Go Terms you will be required to "click to agree" to the updated Clover Go Terms in order to use the Clover Go App again. 42.4. TO USE THE CLOVER GO SERVICE, YOU MUST ALSO BE USING, AT A MINIMUM, THE TRANSARMOR DATA PROTECTION SERVICE, which is sometimes referred to as "TransArmor Tokenization and Encryption". You may also choose to use the Clover Security Plus Solution Services, which includes the TransArmor Data Protection Service. 42.5. If you are already using the single -token version of either the TransArmor Data Protection Service or Clover Security Plus Services, then no additional TransArmor products are needed for the Clover Go Service. 42.6. If you are using the Payeezy Gateway or if you accept card -not -present payments (for example, Internet payments), you may need a different TransArmor product. Please contact us for information. 42.7. If you are not already using a TransArmor product, then you must first sign an agreement for an eligible TransArmor product. 42.8. USE OF CLOVER GO READERS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOVER GO READERS ARE PROVIDED "AS IS," AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED) WITH RESPECT TO CLOVER GO READERS, INCLUDING BUT NOT LIMITED TO: (a) WARRANTIES OF QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON -INFRINGEMENT, (b) ANY WARRANTY THAT THE CLOVER GO READERS WILL FUNCTION UNINTERRUPTED OR ERROR -FREE, (c) ANY WARRANTY THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR (d) ANY WARRANTY THAT THE CLOVER GO READERS ARE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 43. Special Provisions Regarding Global ePricing Services If you elect to receive the Global ePricing Service, the terms and conditions of this Section 43 shall apply. The Global ePricing Service ("GeP Service") is provided to you by Processor and Bank. Capitalized terms used in this Section 43 and not otherwise defined herein shall have the same meaning set forth in the Agreement. 43.1. Definitions. Foreign Currency means the currency other than the Local Currency. GeP Sales Transaction means a card not present transaction between Client and a Cardholder in which the Client presents the Transaction Price in a card not present environment and the Cardholder authorizes (i) the Transaction Price to be submitted to a Card Organization for settlement, and (ii) that the Cardholder's account will be charged for the Transaction Price. GeP Service Provider has the meaning set forth in Section 43.2.2. GeP Services means the merchant pricing of goods and services in a Foreign Currency and the activity undertaken by Servicers and/or a GeP Service Provider to authorize, process, and settle GeP transactions initiated by Cardholders using a card type approved by Servicers for use with GeP Sales Transactions in a card not present environment established and maintained by a Client domiciled in the United States or United States territories, or othercountries permitted by Servicers. Merchant acknowledges that Dynamic Currency Conversion as defined by Card Organization rules is not permitted or provided under GeP service. GeP Sponsor Bank has the meaning set forth in Section 43.2.2. Local Currency means US Dollars (i.e., the currency associated with the domicile of the Merchant utilizing the GeP Service). Transaction Price means the price for a product or service sold by the Client in a card not present environment as quoted by the Client to a Cardholder in a Foreign Currency. Transaction Rate means the then -current Foreign Currency exchange rate used by the Card Organizations or their designee from time to time to convert the net funding amount into the Local Currency. 43.2. GeP Services. 43.2.1. We will provide GeP Services to you with respect to GeP transactions on the terms and conditions set forth in this Section. The list of foreign currencies supported under the GeP Services will be provided to you upon request and may be modified from time to time by us. Card types that we have approved for GeP Sales Transactions are VISA and Mastercard; we may modify the card types approved for GeP transactions from time to time on notice to you. 43.2.2. Client acknowledges that Client is solely responsible for all aspects of a GeP transaction (other than the performance of GeP Services hereunder), including without limitation, obtaining the Cardholder's consent to execute a GeP transaction, and complying with all Card Organization Rules applicable to merchants with respect to GeP transactions. The Foreign Currencies that Merchant has elected to support will be initially identified. Merchant shall notify us in writing of any additional Foreign Currencies that it wishes to support; if we support such currencies, we will work with the Merchant to implement such currencies for merchant within a commercially reasonable time frame. 43.2.3. Authorization and Settlement between Servicers and Client of GeP Sales Transactions shall be made in the Foreign Currency on the basis of the Transaction Price of the GeP Sales Transaction. The US Dollar amount funded for each such transaction will be based on the applicable Local currency exchange rate provided by the applicable card organization for use on the day such transaction is submitted by Merchant for entitlement. Merchant shall be subject to any and all Foreign Currency exchange rate exposure and bear all such exchange rate exposure risk in connection with each GeP Sale Transaction. 43.2.4. Refunds, Credits, returns and Chargebacks shall be treated as independent GeP transactions and the Transaction Rate used for refund, Credit, return and Chargeback transactions shall be determined by the applicable Card Organization. Merchant shall be subject to any and all Foreign Currency exchange rate exposure and bear all such exchange rate exposure in connection with refunds, credits, returns or Chargebacks. 43.2.5. For the avoidance of doubt, except as expressly provided in this Guide, the terms and conditions of this Guide with respect to a card transaction (including the rights and obligations of Servicers and Merchant with respect to such a transaction) shall apply to GeP transactions. 43.2.6. Upon written request from Merchant, and subject to written approval from American Express, we will support American Express multi -currency transactions on our platforms that have been certified by American Express for such purposes. Our support of American Express multi -currency transactions may be subject to additional fees. 43.2.7. Merchant acknowledges and agrees that all fees in the Agreement that apply to and are payable by Merchant with respect to a Card transaction also apply to and are payable by Merchant with respect to a GeP transaction or American Express multi -currency transaction; in addition, GeP fees apply and are payable by the Merchant. 43.2.8. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LOW, THE GEP SERVICES AND, IF APPLICABLE, SUPPORT OF AMERICAN EXPRESS MULTI -CURRENCY TRANSACTIONS ARE PROVIDED TO MERCHANT "AS IS", WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES, WARRANTIES OF NON- INFRINGEMENTS, MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT ANY SUCH SERVICES WILL BE COMPLETELY ACCURATE, ERROR -FREE OR AVAILABLE WITHOUT INTERRUPTION. 43.3. Term; Suspension; Termination 43.3.1. This GeP Service is co -terminous with the Agreement and may be terminated in conjunction with or separate from the Agreement in accordance with the terms of this Section. If this GeP Service terminates prior to the termination of the Agreement, such termination shall not terminate the obligations or rights of the parties pursuant to provisions of this Section which are to survive or be perpetual or irrevocable. Such provisions (including payment or reimbursement obligations) shall survive termination of this Section. 43.3.2. Client may terminate its participation in the GeP Services, and Servicers may cease to offer the GeP Services to Client with respect to the Card Organizations: (i) without cause upon not less than thirty (30) days' written notice to the other party; or (ii) immediately upon written notice to the other party if Client or Servicers determine that continuing to utilize the GeP Services as provided herein will violate any applicable law or any provision of the Card Organization Rules. Termination of Client's participation in the GeP Services by Client or Servicers shall terminate this Section. 135 43.3.3. If Servicers reasonably suspect that Client is not in compliance with Card Organization Rules or the terms of this Section (including Section 43.2.4 above), Servicers, in their sole discretion, may: (a) immediately cease processing Client's GeP Sales Transactions until such time as the Client verifies compliance to Servicer' s satisfaction, and/or (b) terminate this agreement immediately. 43.3.4. Servicers may terminate this Service: a) Immediately upon a breach by Client of its confidentiality obligations under this Section; b) For any of the reasons set forth in the Agreement that permit Servicers to terminate the Agreement if applicable to the GeP Services; or c) As otherwise set forth in this Section. 43.3.5. Client may terminate this GeP Service for any of the reasons set forth in the Agreement that permit Client to terminate the Agreement if applicable to the GeP Services, or as otherwise set forth in this Section. 43.3.6. Termination of the Agreement shall effect a termination of this GeP Service. 43.4. Third Party Beneficiaries. Servicers are direct and intended third party beneficiaries to the Global ePricing Service, and may enforce their rights under this Section directly against Client. 43.5. Indemnification. 43.5.1. All limitations of liability and liability disclaimers set forth in the Agreement shall apply to any liability of Servicers and the liability of Servicers shall be limited to the same amount and to the same extent as Servicers' limitations set forth in the Agreement. 43.5.2. In addition to the indemnification obligations in the Agreement, Client agrees to indemnify and hold harmless Servicers from and against all losses, liabilities, damages, and expenses (including reasonable attorneys' fees and collection costs) resulting from third party claims related to any acts or omissions of Client in connection with any GeP Sales Transaction or other GeP transaction, including any alleged misrepresentation or deceptive or unlawful trade practice, a violation of applicable law or the Card Organization Rules, or a breach of any of Client's obligations under this Section. Any limitations on Client's liability which may be specified in the Agreement shall not be applicable to Client's indemnification obligation set forth in the preceding sentence. 44. Choice of Law; Venue; Waiver of Jury Trial 44.1. Choice of Law. Choice of Law. Our Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to its choice of law provisions). 44.2. Venue. We have substantial facilities in the State of New York and many of the services provided under this Agreement are provided from these facilities. The exclusive venue for any actions or claims arising under or related to this Agreement shall be in the appropriate state or federal court located in Suffolk County, New York. 44.3. Waiver of Jury Trial. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. 45. Other Terms 45.1. Force Majeure. No party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by (i) fire, flood, earthquake, elements of nature or other acts of God;(ii) any terrorist attacks or outbreak or escalation of hostilities, war, riots or civil disorders in any country; (iii) any act or omission of the other party or any government authority;(iv) any labor disputes (whether or not employees' demands are reasonable or within the party's power to satisfy); or (v) the nonperformance by a Person for any similar cause beyond the reasonable control of such party, including without limitation, failures or fluctuations in telecommunications or other equipment. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable. Notwithstanding anything to the contrary in this paragraph, your failure to receive payment or funds from a Person shall not excuse the performance of your obligations to us under this Agreement. 45.2. Compliance with Laws. In performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to it. You further agree to cooperate and provide information requested by Servicers, as Servicers determine necessary, to facilitate Servicers compliance with any applicable law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury. You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq, as may be amended from time to time, or those involving any Person listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State's Terrorist Exclusion List (available at www.state.gov), or for the processing and acceptance of transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq. and other laws enforced by the Office of Foreign Assets Control ("OFAC") or in connection with illegal activity of any kind. 45.3. Notices. Except as otherwise specifically provided, all notices and other commun -ications required or permitted hereunder (other than those involving normal operational matters relating to the processing of Card transactions) shall be in writing, if to you at your address appearing in the Application or by any electronic means, including but not limited to the e-mail address you have provided on the Application. If to us at our address appearing in Section A.5 of Part IV of this Agreement, with a copy to Attention: General Counsel's Office, 3975 N.W. 120th Avenue, Coral Springs, FL 33065, and Notices shall be deemed to have been given (i) if sent by mail or courier, upon the earlier of five (5) days after mailing or when actually received or, in the case of courier, when delivered, and (ii) if sent by facsimile machine, when the courier confirmation copy is actually received. Notice given in any other manner shall be effective when actually received. Notices sent to the your last known address (including e-mail address), as indicated in our records, shall constitute effective notice to the Merchant under this Agreement. If you change your address (including your e-mail address), you must notify us at least 30 days prior of the effective date of any such change. Failure to provide us with a valid address (including e-mail address) may result in the termination of the Agreement. Notwithstanding the above, all bankruptcy or collection related notices must be sent to the following address Telecheck Services Inc., PO Box 6806, Hagerstown, MD 21741-6806, Attn: Bankruptcy and Collection Notifications. All such notices must include the related merchant name and merchant number. Failure to provide Notice to this address or include this pertinent merchant information will be deemed ineffective. All notices must include your merchant name(s) and merchant number (s). Failure to provide notice in the manner described in this Section will be deemed ineffective. 45.4. Headings. The headings contained in this Agreement are for convenience of reference only and shall not in any way affect the meaning or construction of any provision of this Agreement. 45.5. Severability. The parties intend every provision of this Agreement to be severable. If any part of this Agreement is not enforceable, the remaining provisions shall remain valid and enforceable. 45.6. Entire Agreement; Waiver. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter thereof, and supersedes any previous agreements and understandings. A party's waiver of a breach of any term or condition of this Agreement shall not be deemed a waiver of any subsequent breach of the same or another term or condition. 45.7. Amendment. We may modify any provision of this Agreement by providing written notice to you. You may choose not to accept the requirements of any such change by terminating the Agreement within twenty (20) days of receiving notice. If you choose to do so, notify us that you are terminating for this reason so that we may waive any early termination fee that might otherwise apply. For purposes of this section, an electronic or "click -wrap" notice intended to modify or amend this Agreement and which you check "I Accept" or "I Agree" or otherwise accept through an electronic process, shall constitutein writing as required herein. This Section 45.7 does not apply to fee changes, which are governed by Sections 25.4 and 25.5. 45.8. Third Party Beneficiaries. Our respective Affiliates and any Persons we use in providing the Services are third party beneficiaries of this Agreement and each of them may enforce its provisions as it was a party hereto. Except as expressly provided in this Agreement, nothing in this Agreement is intended to confer upon any Person any rights or remedies, and the parties do not intend for any Persons to be third -party beneficiaries of this Agreement. 45.9. Card Organization Rules. The parties acknowledge that the Visa, Mastercard, Discover Network and PayPal Card Organization Rules give Visa, Mastercard, Discover Network and PayPal certain rights to require termination or modification of this Agreement with respect to transactions involving Visa, Mastercard, Discover Network and PayPal Cards and the Visa, Mastercard, Discover Network and PayPal Card systems and to investigate you. The parties also acknowledge that issuers of other Cards, for which we perform services on your behalf, may have similar rights under their applicable Card Organization Rules with respect to this Agreement's applicability to transactions involving such other Cards. 45.10. Publicity. Client may not use the logo, name, trademark, or service mark of Processor and/or Bank in any manner, including without limitation, in any advertisements, displays, or press releases, without the prior written consent of Processor and Bank. 45.11. E -SIGN CONSENT AGREEMENT 45.11.1. Consent By signing the Confirmation Page, you consent and agree that: a) Processor can provide disclosures required by law and other information about your legal rights and duties to you electronically. 136 b) Where required or requested, your electronic signature (via "click -through" or other method) on agreements and documents relating to the Clover Service has the same effect as if you signed them in ink. c) Processor can send all communications, billing statements, amendments to the Clover Service, notices, and other disclosures or information regarding the Clover Service or your use of the Clover Service or the Services as defined in the Agreement (collectively defined as "Disclosures") to you electronically (1) via e-mail, (2) by access to a web site that we designate in an e-mail notice we send to you at the time the information is available, or (3) to the extent permissible by law, by access to a website that we will generally designate in advance for such purpose. d) If you want a paper copy, you can print a copy of the Disclosure or download the information for your records. e) This consent applies to all future Disclosures sent to you in connection with the Clover Service, the Agreement, or your use of the Clover Service or the Services as defined in the Agreement. 45.11.2. Legal Effect By consenting, you agree that electronic Disclosures have the same meaning and effect as if Processor provided paper Disclosures to you. When Processor sends you an email or other electronic notification alerting you that the Disclosure is available electronically and makes it available online, that shall have the same meaning and effect as if Processor provided a paper Disclosure to you, whether or not you choose to view or print or download the Disclosure. 137 46. Glossary As used in this Agreement, the following terms mean as follows: Address Verification Service ("AVS"): A service provided through which the merchant verifies the Cardholder's address, in whole or in part. Primarily used by Mail/Telephone/ Internet order merchants, Address verification is intended to deter fraudulent transactions, however, an AVS Match does not guarantee that a transaction is valid. An AVS request should generally be submitted with an authorization request. The AVS response, if available, however will not impact whether any associated authorization request is approved or denied. You may be charged an AVS fee for any AVS request you submit even if we are not able to provide a response to the request. Affiliate: Person that, directly or indirectly, (i) owns or controls a party to this Agreement or (ii) is under common ownership or control with a party to this Agreement. ' Application: the Application for Services executed by you. Authorization: approval by, or on behalf of, the Issuer to validate a transaction. An Authorization indicates only that the Issuer has confirmed there is sufficient availability of funds on the Cardholder's account at the time the Authorization is requested. Authorization Approval Code: A number issued to a participating merchant by the Authorization Center which confirms the Authorization for a sale or service. Authorization and Capture: Refers to the communication of instructions from your POS device or other systems to our computer systems, whether the communications are for authorization requests or any other capture of information. Authorization Center: A department that electronically communicates a merchant's request for Authorization on Credit Card transactions to the Cardholder's bank and transmits such Authorization to the merchant via electronic equipment or by voice Authorization. Bank: The bank identified on the Application signed by you. Bankruptcy Code: Title 11 of the United States Code, as amended from time to time. Batch: A single Submission to us of a group of transactions (sales and Credits) for settlement. A Batch usually represents a day's worth of transactions. Business Day: Monday through Friday, excluding Bank holidays. Card: See either Credit Card or Debit Card. Cardholder: Means the Person whose name is embossed on a Card and any authorized user of such Card, also referred to as Card Member by American Express. Cardholder Information: the data contained on a Card, or otherwise provided to you, that is required by the Payments Organization or us in order to process, approve and/or settle a Card transaction, including the names, addresses and Card account numbers of Cardholders. Card Not Present Sale/Transaction: A transaction that occurs when the Card is not present at the point-of-sale, including Internet, mail-order and telephone -order Card sales. Card Verification Codes: A three -digit value printed in the signature panel of most Cards and a four -digit value printed on the front of an American Express Card. Visa' s Card Verification Code is known as CVV2; Mastercard's Card Verification Code is known as CVC2; the Card Verification Codes for Discover Network, PayPal and American Express are known as a Card Identification Numbers (CID). Card Verification Codes are used to deter fraudulent use of an account number in a non - face -to -face environment, (e.g., mail orders, telephone orders and Internet orders). Card Verification Value (CVV)/Card Validation Code (CVC)/Card Identification Data (CID): A unique value encoded on the Magnetic Stripe of a Card used to validate Card information during the Authorization process. Cardholder Verification Method (CVM): A method used to confirm the identity of a Cardholder and to signify Cardholder acceptance of a transaction, such as signature, Offline PIN, and Online PIN. Cash Benefits: An EBT account maintained by an Issuer that represents pre - funded or day -of -draw benefits, or both, administered by one or more govemment entities, and for which the Issuer has agreed to provide access under the EBT program. Multiple benefits may be combined in a single cash benefit account. Cash Over Transaction: Dispensing of cash by a merchant in connection with a Card sale, other than a PIN Debit Card transaction, for the purchase of goods or services. Charge or Charges: The total price, including all applicable taxes and gratuities, for the purchase of goods or services at a merchant for which a Cardholder has signed a Sales Draft or otherwise indicated intent to pay with a Card. Chargeback: A Card transaction (or disputed portion) that is returned to us by the Issuer. Client is responsible for payment to us for all Chargebacks. Chip: An integrated microchip embedded on a Card containing cardholder and account information. Chip Card: A Card with an embedded EMV-compliant chip containing memory and interactive capabilities used to identify and store additional data about a Cardholder, an Account, or both. Claim: Means any claim (including initial claims, counterclaims, cross-claims, and third party claims), dispute, or controversy between you and us arising from or relating to the Agreement or prior Card acceptance agreements, or the relationship resulting therefrom, whether based in contract, tort (including negligence, strict liability, fraud, or otherwise), statutes, regulations, or any other theory, including any question relating to the existence, validity, performance, construction, interpretation, enforcement, or termination of the Agreement or prior Card acceptance agreements or the relationship resulting therefrom. Contactless Payment: Payment performed in a Card -Present Environment with a Contactless card or Payment Device (e.g., Mobile phone) at the Point -of - Transaction. Client: The party identified as "Client" on the Application. The words "Subscriber," "you" and "your" refer to Client. Also, sometimes referred to as "Merchant." Credit: A refund or price adjustment given for a previous purchase transaction. Credit Card: a payment account that is (a) presented to you in various forms (including cards, fobs, tags, mobile devices, or virtual forms), (b) bears the Mark of a Payments Organization, and (c) enables the Cardholder to buy goods or services on credit. Credit Draft: A document evidencing the return of merchandise by a Cardholder to a Client, or other refund or price adjustment made by the Client to the Cardholder, whether electronic, paper or some other form, all of which must conform to Card Organization Rules and applicable law. Credit Limit: The credit line set by the Issuer for the Cardholder's Credit Card account. Customer Activated Terminal (CAT): A magnetic stripe terminal or chip -reading device (such as an automatic dispensing machine, Limited Amount Terminal, or Self - Service Terminal) that is not an ATM. Data Incident: any actual or potential unauthorized or fraudulent access to (or use, disclosure, or alteration of) transaction data, whether consisting of a single event, a continuous course of events, or a series of related events. Data Incident Expenses: means: (a) any obligations that you have to us arising from a Data Incident including EMV Upgrade Costs; (b) the costs of a security assessment conducted by a qualified security assessor approved by a Payments Organization or PCI to determine the cause and extent of a Data Incident; and (c) any reasonable fees and expenses incurred by us, or by you with our prior written consent, for any Mitigation Services specifically approved by us in writing but only if the Mitigation Services are provided within one (1) year following discovery of the relevant Data Incident. Data Usage Charge: Charged to you for our processing of Sales Data sent to us. Debit Card: a payment account that is (a) presented to you in various forms (including cards, fobs, tags, mobile devices, or virtual forms), (b) bears the Mark of a Payments Organization, and (c) enables the Cardholder to buy goods or services by debiting the Cardholder's bank account or stored value/prepaid account. Dial -Up Terminal: An Authorization device which, like a telephone, dials an Authorization Center for validation of transactions. Discount Rate: A percentage rate and/or amount charged to a merchant for processing its qualifying daily Credit Card and Non -PIN Debit Card transactions, as set forth in the Application. Transactions that fail to meet applicable interchange requirements will be charged additional amounts as set forth in Section 25.1. Electronic Benefit Transfer (EBT): An Electronic Benefits Transfer system used to deliver certain government delivered benefits, including without limitation Cash Benefits and FNS, SNAP and WIC Benefits, to EBT customers. Electronic Draft Capture (EDC): A process which allows a merchant's Dial -Up Terminal to receive Authorization and capture transactions, and electronically transmit them to the Processor. This eliminates the need to submit paper for processing. EMV Upgrade Costs: the costs you agree to incur to upgrade payment acceptance and processing hardware and software to enable you to accept and process EMV- enabled Cards in a manner compliant with the PCI DSS. Entity: Means a corporation, partnership, sole proprietorship, trust, association, or any other legally recognized entity or organization. Factoring: The submission of authorization requests and/or Sales Drafts by a merchant for Card sales or cash advances transacted by another business. Factoring is prohibited. Fixed Acquirer Network Fee (FANF): Fee that applies to the acceptance of all Visa branded products and is based on both the size and the number of merchant locations. The fee will be assessed per merchant Taxpayer ID, based on the number of merchant locations, Merchant Category Code (MCC), and monthly Total Gross merchant Sales Volume associated with each Taxpayer ID. Fraud Full Recourse: One of American Express's Chargeback programs General Terms: Section of the Program Guide, including any amendments or modifications. Gross: When referred to in connection with transaction amounts or fees, refers to the total amount of Card sales, without set-off for any refunds or Credits. Imprinter: A manual or electric machine used to physically imprint the merchant's name and ID number as well as the Cardholder's name and Card number on Sales Drafts. Issuer: The financial institution or Card Organization (or other Entity authorized by a Card Organization) which has issued a Card to a Person. Limited Amount Terminal: A Customer Activated Terminal that has data capture only capability, and accepts payment for items such as parking garage fees, road tolls, motion picture theater entrance, or magnetic -stripe telephones. Magnetic Stripe: A stripe of magnetic information affixed to the back of a plastic Credit or Debit Card. The Magnetic Stripe contains essential Cardholder and account information. Marks: Names, logos, emblems, brands, service marks, trademarks, trade names, tag lines or other proprietary designations. 138 Mastercard Account Status Inquiry Service Fee: Zero dollar Account Status Inquiry Service requests (including AVS, CVC2 or both). Mastercard CVC2 Fee: A fee assessed for transactions acquired in the U.S. Region with the CVC2 (Three digit code on the back of the Mastercard issued card) included in the transaction for authorization and where the CVC2 response value equals 'M' (Match) or 'N' (Invalid /did not match). The fee will not be applied to Account Status Inquiry (ASI) requests. Mastercard Digital Enablement Fee: A fee assessed by Mastercard on select Card Not Present transactions. Mastercard Processing Integrity Fee: The Mastercard Processing Integrity Fee is assessed in the event Mastercard cannot match an approved authorization to a settled transaction (within 120 days from the date the authorization was granted) or a reversal request (within a specific time frame). The Processing Integrity Fee can be avoided by settling transactions only with an approved authorization. If an authorization approval is no longer needed, it must be electronically reversed within 24 hours for a card -present transaction or within 72 hours for card not present transaction. Media: The documentation of monetary transactions (i.e., Sales Drafts, Credit Drafts, computer printouts, etc.) Merchant Identification Card: A plastic embossed card supplied to each merchant to be used for imprinting information to be submitted with each Batch of paper Sales Drafts. Embossed data includes Merchant Identification Number, name and sometimes merchant ID code and terminal number. Merchant Identification Number: A number that numerically identifies each merchant location, outlet, or line of business to the Processor for accounting and billing purposes. Merchant Processing Application: The Merchant Processing Application and Agreement executed by Client, which is one of the documents comprising the Agreement. Merchant Provider: Any Person engaged by you to provide services to you involving or relating to (i) access to Cardholder data, transaction data or information related to either Cardholder data or transaction data or (ii) PIN encryption, including without limitation, Encryption Service Organizations (ESOs). Mitigation Service: a service provided to a cardholder whose information is the subject of a Data Incident, where the primary purpose of the service is to mitigate the effects of the Data Incident, including identity theft education and assistance and credit monitoring. Non -Bank Services: Products and/or Services for which Bank is not responsible or a party to including American Express, PIN Debit Card, and Electronic Benefits Transfer Transactions, TeleCheck Check Services, and Transactions Involving Cards from other Non- Bank Card Organizations, such as Voyager Fleet Systems, Inc., Wright Express Corporation and Wright Express Financial Services Corporation, Discover, PayPal, TransArmor, Wireless, Payeezy Gateway Services, Global ePricing Services and other items as may be indicated in this Program Guide. Non -PIN Debit Card: A device with a Visa, Mastercard or Discover Network Mark that is tied to a Cardholder's bank account or a prepaid account and which is processed without the use of a PIN. Non -Qualified Interchange Fee: The difference between the interchange fee associated with the Anticipated Interchange Level and the interchange fee associated with the more costly interchange level at which the transaction actually processed. Non -Qualified Surcharge: A surcharge applied to any transaction that fails to qualify for the Anticipated Interchange Level and is therefore downgraded to a more costly interchange level. The Non -Qualified Surcharge (the amount of which is set forth on the Service Fee Schedule) is in addition to the Non -Qualified Interchange Fee, which is also your responsibility (see above, Section 25.1) PAN Truncation: A procedure by which a Cardholder's copy of a Sales Draft or Credit Draft, or as required by applicable law, the Sales Draft or Credit Draft you retain, will only reflect the last four digits of the Card account number. Payments Organization: any payments association or payments network we support whose cards or other payment forms you accept under your merchant processing agreement. Person: A third party individual or Entity, other than the Client, Processor or Bank. PIN: the personal identification number associated with a Debit Card. PIN Debit: a type of transaction using a Debit Card that requires a Cardholder to enter a PIN for authentication. PlNless Debit: a type of PIN Debit transaction that, under applicable Rules and for qualifying transactions, does not require the Cardholder to enter a PIN for authentication. Point of Sale (POS) Terminal: A device placed in a merchant location which is connected to the Processor's system via telephone lines and is designed to authorize, record and transmit settlement data by electronic means for all sales transactions with Processor. Processor: The entity identified on the Application (other than the Bank) which provides certain services under the Agreement. Program Guide (also known as the Merchant Services Program Terms and Conditions): The booklet which contains Your Payments Acceptance Guide, the General Terms, Third Party Agreements and the Confirmation Page, which together with the Application and the Schedules thereto and documents incorporated therein, constitute your Agreement with Processor and Bank. Recurring Payment Indicator: A value used to identify transactions for which a Cardholder provides permission to a merchant to bill the Cardholder's Card account at either a predetermined interval or as agreed by the Cardholder for recurring goods or services. Referral: A message received from an Issuer when an attempt for Authorization requires a call to the Voice Authorization Center or Voice Response Unit (VRU). Reserve: money we owe to you (net of any obligations you owe to us) that we hold back in order to secure or fund your obligations with us. Reserve Account: An account established and funded at our request or on your behalf, pursuant to Section 25 of the Agreement. Retrieval Request/Transaction Documentation Request: A request for docu - mentation related to a Card transaction such as a copy of a Sales Draft or other transaction source documents. Rules: the rules, regulations, standards, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Organization and related authorities, including those of the PCI Security Standards Council, LLC, the National Automated Clearing House Association and (with respect to EBT transactions) the Quest Operating Rules. Sales/Credit Summary: The identifying form used by a paper Submission merchant to indicate a Batch of Sales Drafts and Credit Drafts (usually one day's work). Not a Batch header, which is used by electronic merchants. Sales Draft: Evidence of a purchase, rental or lease of goods or services by a Cardholder from, and other payments to, Client using a Card, including preauthorized orders and recurring transactions (unless the context requires otherwise); regardless of whether the form of such evidence is in paper or electronic form or otherwise, all of which must conform to Card Organization Rules and applicable law. Schedules: The attachments, addenda and other documents, including revisions thereto, which may be incorporated into and made part of this Agreement concurrently with or after the date of this Agreement. Self -Service Terminal: A Customer Activated Terminal that accepts payment of goods or services such as prepaid cards or video rental, has electronic capability, and does not accept PINS. Servicers: Bank and Processor collectively. The words "we," "us" and "our" refer to Servicers, unless otherwise indicated. Services: the activities undertaken by us to authorize, process and settle Card transactions undertaken by Cardholders at your location(s), and all other services provided by us under this Agreement. Settlement Account: An account or account(s) at a financial institution designated by you as the account to be debited and credited by us for Card transactions, fees, Chargebacks and other amounts due under the Agreement or in connection with the Signature Debit: a type of transaction using a Debit Card that requires the Cardholder to provide a signature for authentification rather than a PIN. Store and Forward: A transaction that has been authorized by a merchant when the merchant cannot obtain an Authorization while the customer is present, typically due to a communications failure. The merchant will store the transaction electronically in their host system and retransmit the transaction when communications have been restored. Summary Adjustment: An adjustment to your Submission and/or Settlement Accounts in order to correct errors. Telecommunication Card Sale: Individual local or long-distance telephone calls, for which the telephone service provider is paid directly by use of a Card. These do not include, however, calls paid for with pre -paid telephone service cards. Telecommunication Card Sales are considered Card Not Present Sales. Transaction Fees: Service costs charged to a merchant on a per transaction basis. Transaction Integrity Fee: Fee assessed on Visa Debit Card and prepaid Card purchase transactions that either fail or do not request CPS qualification. Us,We and Our: See Servicers. Wireless Networks: certain cellular telephone and data networks to which we have access though Wireless Vendors. Wireless Services: wireless data communication services that use radio base stations and switching offered by Wireless Networks in order to allow you to capture and transmit to us certain wireless Card Authorization transactions or to transmit other communications to our system. Wireless Software: wireless software (including any documentation relating to or describing the wireless software) downloaded by you or your designee from our systems onto the Wireless Equipment. Wireless Vendors: one or more third party vendors selected by us in our sole discretion through whom we have acquired the right to resell Wireless Services. You,Your: See Client. Your Payments Acceptance Guide: a quick reference to the guidelines for processing transactions. You'll also find recommendations and tips to help you prevent fraud, reduce chargebacks, and properly handle payments, refunds, exchanges, and most other situations you'll encounter in your day -to day -business. 139 PART III: THIRD PARTY AGREEMENTS The following Agreements are Third Party Agreements entered into between Client and the Third Parties identified in the Third Party Agreements. If Client desires to receive the products and/or services offered under a Third Party Agreement, Client must check the appropriate box or otherwise indicate such desire in the Merchant Processing Application, in which case the terms and conditions of the Third Party Agreement shall be binding upon Client. The Signature page in the Merchant Processing Application or any Schedule thereto shall also serve as a signature page to the Third Party Agreements. Client acknowledges that the Third Parties are relying upon the information contained on the Merchant Processing Application and the Schedules thereto, all of which are incorporated by reference into the Third Party Agreements. TELECHECK SOLUTIONS AGREEMENT 1. Services TeleCheck will provide Company with the services indicated in the TeleCheck Services Application and Agreement (TeleCheck Application) which may include: (i) coded information that it may use when deciding whether to accept a check or electronic funds transfer item (each an Item, and together, Items) when provided by its consumers as payment, (ii) settlement processing services and (iii) warranty or verification services; all as described in this Agreement (together, Services). TeleCheck will be Company's exclusive provider of the Services during the Term (defined below) of this Agreement. Company agrees to the terms of this Agreement by signing the TeleCheck Application; clicking "Accept" or "Install" when presented via an App (as applicable and described below); or using any of the Services. Company acknowledges that the Specialty Items (Settlement Only) service does include receiving coded information, warranty or verification services. 1.1. Delivery by Application. If the TeleCheck Services are provided through TeleCheck's check acceptance application (App) that resides on a Clover® point of sale device (a Device), Company agrees that this Agreement will govern Company' s access to and use of TeleCheck's Services on such App. Company's use of its Device is subject to its agreement with the supplier of the Device (and not TeleCheck), and this Agreement does not alter Company's agreement with its Device supplier. Company will comply with the terms of its agreement with the Device supplier; and warrants that it is authorized to install and use TeleCheck's App on the Device. 1.2. Submitting Items. Company will designate the types of Items it accepts and that it will submit to TeleCheck for processing under this Agreement as indicated on the TeleCheck Application. Company must submit the Item to TeleCheck through the appropriate service. For example, checks presented in person by consumers at Company's point of sale can only be submitted through the In -Person Warranty (or Verification) service, checks sent through the mail to Company can only be submitted through the By Mail/Drop Box service. Company will submit all of its designated Items to TeleCheck for processing under this Agreement. Except for Items processes through the By Mail/Drop Box service, TeleCheck will analyze each Item that Company submits for processing and, in its discretion, provide Company with an approval or decline code with respect to each Item. TeleCheck will give Company operating guidelines and specifications, as applicable, to assist Company with properly accepting and submitting its Items for processing (operating guidelines and specifications may be provided to Company electronically or made available via the Internet). 1.3. Information Warranty. If Company has selected a warranty service in the TeleCheck Application, TeleCheck warrants the accuracy of the information given in its approval code (the Information Warranty) when an Item meets the warranty requirements described below. Items that satisfy TeleCheck's Information Warranty and meet the corresponding warranty requirements are Eligible Items. TeleCheck will purchase Eligible Items that are subsequently dishonored, returned, reversed, or otherwise not paid by a consumer's financial institution (these Items are Return Items). Company's sole remedy for a breach of TeleCheck's Information Warranty is the right to require TeleCheck to purchase an Eligible Item that became a Return Item. TeleCheck's liability to Company for breach of its Information Warranty will not exceed the lesser of: (a) the amount of the Eligible Item, or (b) the Warranty Maximum set forth in the TeleCheck Service Application and Agreement. Company may accept Items that do not receive an approval code or that do not meet the warranty requirements (these Items are Ineligible Items); however, Ineligible Items are not covered under TeleCheck's Information Warranty and TeleCheck will not purchase them. 1.4. Warranty Requirements. Company represents and warrants that each Item it submits to TeleCheck for processing and coverage under the Information Warranty meets the following requirements: A. General Requirements. The following apply to all Items unless otherwise specified: (1) the Item was submitted to TeleCheck for processing according to TeleCheck's operating guidelines and specifications, and Company obtained a single approval code for it; (2) the Item is drawn on the consumer's deposit account at a United States or Canadian financial institution (for example, and without limitation, money orders, cashier's checks, travelers checks, insurance checks, credit card checks, or non - first party Items are Ineligible Items); (3) the Item, or a clear image of the Item (if submitted using a mobile or other optical imaging device), shows the consumer's name, address, check number, and routing and account numbers in the MICR line (not applicable if the payment is online or over the phone); (4) the Item is a properly completed first party Item that is dated, payable to Company, made out for the amount due to Company for its goods or services, and signed by the consumer (not applicable if the payment is online or over the phone); (5) the consumer authorized debiting its account by electronic funds transfer or remotely created check for the amount of the Item (an Authorization) in accordance with TeleCheck's operating guidelines and specifications and the rules of the National Automated Clearinghouse Association (NACHA Rules), as applicable, for the services utilized; (6) the Item represents the consumer's payment obligation to Company for its goodsor services, and has not been used in another transaction; (7) the amount of the Item (a) is for the price of Company's goods or services, (b) matches the amount submitted to TeleCheck for processing, and (c) does not exceed the Warranty Maximum; (8) the Item was not submitted as a split sale or in other ways to avoid these warranty requirements or the Warranty Maximum; (9) the Item is not for credit, cash, or payment on an account, debt, or Item already due to Company; (10) the Item does not pre -date or post-date the date of the transaction and corresponding inquiry to TeleCheck by more than 1 calendar day; (11) the transaction and corresponding Item are not subject to any stop payment, dispute or setoff right; (12) Company is not aware of anything that invalidates the Item, prevents its collection, or relieves the consumer from liability for it; and (13) Company provided the notices required by applicable Law (defined in Section 21.1 below), authorizing TeleCheck to process the Item as an electronic funds transfer or remotely created check and imposing (and authorizing such processing of) a fee for Return Items. B. Requirements For In Person Payments: If a consumer presents a paper check in- person at Company's point of purchase location, in addition to those in Section 1.4 A. above the following requirements apply and must be followed in accordance with TeleCheck's operating guidelines and specifications: (a) the consumer signed an authorization to debit consumer's account and consumer's signature on the authorization reasonably matches the name imprinted on the Item; (b) the authorization must be clearly and conspicuously posted and a copy of the authorization must be provided to the consumer and (c) the Item must be voided and returned to the consumer after submission to TeleCheck for processing. If such in-person payment is approved as a paper check that cannot be settled as an electronic funds transfer, the additional requirements in Section 1.4 F below apply. C. Requirements For Online Payments: If a consumer makes an online payment, the following requirements apply in addition to those in Section 1.4 A above: (a) the consumer electronically authorized the transaction in accordance with TeleCheck operating guidelines and specifications and (b) the payment website site authenticates the consumer's identity and uses appropriate site security and internet session security standards in accordance with the NACHA Rules. D. Requirements For Phone Payments: If the consumer makes payment over the phone, the following requirements apply in addition to those in Section 1.4 A. above: (a) the consumer provided a telephonic authorization in accordance with TeleCheck operating guidelines and specifications; (b) the payment is not the result of Company initiating an unsolicited telephone call to consumer with which Company had no prior relationship; and (c) Company directly tape recorded the verbal telephonic authorization from consumer or, alternatively, Company sent the required written confirmation notice of the oral authorization to the consumer. E. Requirements for Mail/Drop Box Checks: If the consumer provides a paper check which was mailed in or submitted in a drop box to Company, the requirements in Section 1.4A above apply except (a) the check must be for payment that is not more than 60 days past due; (b) the check must not be post- dated or dated earlier than 20 days from the date of inquiry to TeleCheck; and (d) Company must securely store the check for at least 60 days following the corresponding payment transaction at which time it must be destroyed. Additionally, the consumer must not have notified Company that the check was not to be converted into an electronic funds transfer. If such mail/drop box check is approved as a paper check that cannot be settled as an electronic funds transfer, the additional requirements in Section 1.4 F below apply. F. Requirements for Mobile Checks or any Checks Approved as Paper Only. If TeleCheck approves an Item as a paper check that could not be settled as an electronic funds transfer (i.e. check is to be deposited by Company) or the check is submitted to TeleCheck as an image through a mobile device (either, a Paper Settlement Item), the following requirements apply in addition to those in Section 1.4 A above: (a) the check must include the consumer's name (imprinted by the manufacturer), physical address (imprinted by the manufacturer or written on the check according to TeleCheck's operating guidelines — P.O. Boxes will not be accepted), phone number (with area code), identification type and number (imprinted or written on check), Company's TeleCheck Subscriber Number and TeleCheck's approval code; (b) the consumer's signature must reasonably match the name imprinted on the check and (c) Company must send Paper Settlement Items that were presented in-person at Company's point of purchase and that become Return Items directly from its financial institution to TeleCheck within 30 days of the date on the check. If the Paper Settlement Item was mailed in or submitted in a drop box by the consumer to Company, or if the Item was presented by the consumer to 140 Company and submitted through a mobile device by Company to TeleCheck, and subsequent to the transaction TeleCheck instructs Company to deposit the check (due to image quality issues (a Redeposit Check Item), Company must deposit the Redeposit Check Item within 2 days of TeleCheck's instruction to do so and TeleCheck must receive it for purchase within 45 days of the date on the check. Paper Settlement Items and Redeposit Check Items may only be presented once for payment (TeleCheck will not accept Paper Settlement Items or Redeposit Check Items that Company or its financial institution presented for payment more than once). In addition, Company must securely store the physical check for at least 60 days following the corresponding payment transaction. 1.5. Electronic Images. If the Item is submitted to TeleCheck by Company as an image using a mobile device or other image reader, the ability to settle imaged Eligible Items to the banking system depends on (a) the quality of the image and (b) the banking system's ability to accept the image for settlement processing. Company will use a third party provider to capture images of Items using a mobile device (this third party, an Image Vendor) and submit those images to TeleCheck. Company acknowledges that its Image Vendor will require some of Company's account information (including, without limitation, merchant account number, contact name, email address and device identifier) to submit Item images to TeleCheck; and authorizes TeleCheck to provide the Image Vendor with the information necessary to allow it to submit Item images to TeleCheck on behalf of Company. TeleCheck is not responsible for the image quality of Items submitted through Company's Image Vendor, or submission of the images by Company's Image Vendor to TeleCheck. Company will destroy the physical checks that were submitted as electronic images after storing them securely for at least 60 days. 1.6. Authorization. Company will maintain a copy of each consumer's Authorization for the longer of: (a) 2 years, or (b) the period of time required by the NACHA Rules. Company will provide TeleCheck with legible copies of Authorizations within 7 days of TeleCheck's request for them. 1.7. Assignment of Items. Company assigns all if its right, title, and interest in each Eligible Item that it submits to TeleCheck for warranty coverage when the Item becomes a Return Item. Company will reasonably aid TeleCheck in its enforcement of the rights associated with an assigned Eligible Item. 1.8. Processing Notices; Return Item Fees. Company will post, and provide consumers with, notices at the point of sale that are required to process Items using the Services and to collect fees on Return Items. Company will assess the highest fee amount allowed by applicable Laws on all Return Items, which TeleCheck may collect and retain from consumers. 1.9. "Goodwill" of an Ineligible Item. TeleCheck may elect to provide warranty coverage for an Ineligible Item that Company submits for processing. Providing warranty coverage for an Ineligible Item will not constitute a course of dealing, waiver of rights, or prevent TeleCheck from rejecting warranty coverage for any other Ineligible Items. 1.10. Updating Information. Company will promptly notify TeleCheck if (a) a consumer makes any payment to Company or returns any goods in connection with a Return Item that is subject to warranty coverage, or (b) Company cancels any services paid for by an Item that is subject to warranty coverage; both representing a full or partial satisfaction of the Return Item. Company's notice of payment or cancellation of services will identify the consumer. 1.11. Chargeback. TeleCheck may chargeback any Eligible Item that it purchased from Company for coverage under the Information Warranty if: (1) the consumer returned the goods or services (in whole or in part) that were paid for with the Item; (2) Company has not delivered the goods or services that were paid for using the Item; (3) the Item is subject to any stop payment, dispute, or setoff; (4) the consumer makes full or partial payment to Company for the Item, or provides any form of security to ensure its payment; (5) the goods or services were initially delivered on credit or under a lease; (6) the purchase transaction, the payment represented by the Item, or transferring the Item to TeleCheck (by assignment or otherwise) is void or invalid for any reason other than the consumer's bankruptcy; (7) Company breaches the applicable warranty requirements for Eligible Items; (8) Company submits multiple Items or duplicate Items related to the same transaction for processing (e.g., deposits a paper Item previously submitted for processing as an electronic Item without TeleCheck's direction to do so); (9) Company does not submit its Items to TeleCheck for processing within 1 calendar day of the transaction date (for batch processing, Items must be submitted to TeleCheck for processing within 7 calendar days of the transaction date); (10) the consumer disputes authorizing the Item, its validity, or the amount debited for it (except in the case of third party fraud committed with a consumer's check); (11) the consumer's Authorization is incomplete or invalid; (12) Company fails to provide TeleCheck with a legible copy of an Authorization within 7 days of a request for it; or (13) Company breaches this Agreement, alters an Item or approval code, or submits an Item with Knowledge it is likely to become a Return Item. Knowledge means facts or circumstances which, if known, would cause a merchant, using commercially reasonable judgment, to independently refuse to accept an Item (including, without limitation, splitting single transactions into smaller components or resubmitting Items that were previously denied). Company will immediately notify TeleCheck if it has Knowledge that any of the above circumstances occur. Company will continue to be responsible for its chargebacks after termination of this Agreement. TeleCheck may chargeback any amounts that exceed the Warranty Maximum for an Eligible Item. 2. Non -Warranty Services 2.1. If any of the verification services or the Specialty Items (Settlement Only) services are selected by Company in the TeleCheck Application (Non -Warranty Services), TeleCheck will have no liability for any Item that is processed using the Non -Warranty Services that is subsequently returned, dishonored, reversed or otherwise unpaid, and does not warranty the checks processed using the Non - Warranty Services. There will be no payment to Company for any loss from transactions processed through the Non -Warranty Services. Company assumes all risks that Items accepted by Company may result in Return Items. Company will be fully responsible and liable to TeleCheck for all Return Items, regardless of the reason or timing. TeleCheck will deduct or offset all Return Items against any amounts to be paid to Company for Items to settled under this Agreement or, alternatively, TeleCheck may initiate debits to Company's Settlement Account (defined in Section 3.1 below) for all such Return Items. 2.2. Representations and Warranties. Company represents and warrants that each Item submitted under any of the Non -Warranty Services complies with the following, (a) the Item was submitted to TeleCheck in accordance with the TeleCheck's operating guidelines and specifications, (b) the consumer authorized debiting its account by electronic funds transfer or remotely created check for the amount of the Item in accordance with in accordance with the TeleCheck's operating guidelines and specifications and NACHA Rules including, without limitation, providing any necessary notices to consumer (not applicable to the Specialty Items (Settlement Only) services) and (c) the requirements in Sections 1.4. B., C. and D (as applicable to the type of Item presented) have been complied with. 3. Settlement 3.1. Company will identify one or more bank accounts held in its name (each, a Settlement Account) that TeleCheck will use in connection with the Services. Company authorizes TeleCheck to (a) initiate credits to the Settlement Account for proceeds that correspond to Company's transactions; (b) initiate debits to the Settlement Account for any amounts that may be owed or are required to be paid under this Agreement; (c) initiate the transaction to a consumer's deposit account on Company's behalf for Items that are owed to it; and (d) initiate adjustments related to the foregoing (including, without limitation, adjustments for chargebacks or partial adjustments). TeleCheck may initiate any transfer by Automated Clearing House ( ACH) entry. 3.2. TeleCheck reserves the right to decline processing any Item. TeleCheck will initiate a funds transfer for Company's transactions that were processed under this Agreement; less any amounts due from Company for fees, refunds, adjustments or its other obligations. TeleCheck will typically credit Company's settlement funds to its Settlement Account within 2 banking days once the transactions are finally submitted to TeleCheck for settlement processing. 3.3. TeleCheck may recover amounts associated with any adjustments for an Item that are made to the Settlement Account at Company's request or due to its error. TeleCheck may also recover amounts associated with any fees that a consumer paid to its financial institution because of these adjustments. 3.4. Company must promptly notify TeleCheck if it fails to receive any settlement funds or if there are any changes to the Settlement Account. Transfer of settlement funds may be delayed or misdirected if Company provides inaccurate information about, or fails to notify TeleCheck of changes to, the Settlement Account. TeleCheck is not responsible for settlement errors that arise if Company provides inaccurate information about, or fails to notify TeleCheck of changes to, the Settlement Account. 4. Financial Information Company will promptly provide any financial or other information reasonably requested by TeleCheck to perform credit risk, security, qualification, and other reviews related to providing the Services, transactions submitted, fulfillment of obligations to TeleCheck, or the financial condition of Company. Company authorizes TeleCheck to obtain information from third parties when performing credit risk, security, qualification, and other reviews. 5. Notice of Material Changes Company will provide TeleCheck with reasonable advance notice of any material change in the nature of Company's business (including, without limitation, any change to Company's operations that would materially affect its products sold, services provided, or the procedures it follows for payments acceptance). The failure to provide TeleCheck with this notice constitutes a material breach of this Agreement. 141 6. Company's Payment Obligations Fees. Company will pay TeleCheck for: (a) all fees and charges for the Services that are set forth in the TeleCheck Service Application and Agreement; (b) all Items that are charged back; (c) all adjustments required in connection with Company's transactions; and (d) all costs, liabilities, or other obligations imposed on TeleCheck by third parties as a result of transactions submitted by Company, its actions, or inactions. 6.1. Other Fees. Company will also pay TeleCheck for the following fees and charges for the Services (as applicable): (a) Customer Requested Operator Call Fee (also called CROC or Voice Authorization Fee), which is an additional $2.50 fee per operator or Interactive Voice Response (IVR) -assisted call that Company initiates, but TeleCheck does not request; (b) December Risk Surcharge, which is an additional percentage charge added to the Inquiry Rate for each authorization inquiry in the month of December; (c) Funding Report Fee, which is a $10.00 monthly fee to receive daily funding or weekly funding reports (the Funding Report Fee does not apply if TeleCheck provides the funding report monthly); (d) Inquiry Rate, which is the percentage rate that applies to the face amount of each Item (up to the Warranty Maximum) that Company submits to TeleCheck for authorization (whether or not TeleCheck issues an approval code for the Item); (e) Monthly Minimum Fee, which is the minimum aggregate amount of the Inquiry Rate fees that Company must pay on a monthly basis (if the total Inquiry Rate fees for Company's Items submitted during any month is less than the Monthly Minimum Fee, then the Monthly Minimum Fee wit apply); (f) Monthly Processing Fee is a monthly fee for handling Company's account; (g) Special Handling Fee, which is a $5.00 fee applied when the following occur: (1) a chargeback of an Eligible Item, (2) an Item processed for payment must be corrected due to Subscriber's error or at Subscriber's request, or (3) TeleCheck elects (in its discretion) to process an Item that fails to meet the applicable warranty requirements, or that is a Return Item, as a "Goodwill" Item; (h) Transaction Fee, which is the additional per transaction charge for each Item that Company submits to TeleCheck for authorization or processing (whether or not TeleCheck issues an approval code for the Item); and (i) Unauthorized Return Fee is a fee applicable to any Item that is dishonored, returned, reversed, or otherwise not paid by the Consumer's financial institution for the reason that such Item is unauthorized by the Consumer. 6.2. Early Termination Fee. TeleCheck will suffer substantial injury, for which it would be difficult to determine damages, if Company breaches this Agreement or terminates it early in violation of the Agreement's terms. TeleCheck may recover damages equal to 90%of the aggregate Monthly Minimum Fees and Monthly Processing Fees that are payable for the unexpired portion of the then -current Term as an accurate reflection of these damages and realistic pre -estimate of TeleCheck' s losses caused by an early termination of this Agreement. 7. Reserve 7.1. TeleCheck may require Company to fund a cash reserve (Reserve) in an amount that reflects TeleCheck' assessment of risk, as it may determine in its discretion from time -to- time. The Reserve is a payment obligation of TeleCheck, established by holding back transaction proceeds or debiting the Settlement Account in order to potentially offset any obligations that Company may have to TeleCheck. The Reserve is not a segregated fund that Company may claim to own. TeleCheck is obligated to pay to Company any amounts remaining from the Reserve after all other then -current and contingent liabilities or obligations related to Company's payment transactions have expired. 7.2. The obligations due to Company from the Reserve will not accrue interest unless required by applicable Laws. 7.3. TeleCheck will notify Company if a Reserve is established (including its amount) or if the amount of the Reserve is modified. 7.4. TeleCheck may set off any obligations that Company owes to TeleCheck from the Reserve. 7.5. Although Company acknowledges that the Reserve is a general obligation of TeleCheck, and not a specifically identifiable fund, if any person claims that the Reserve is an asset of Company that is held by TeleCheck, Company grants and acknowledges that TeleCheck have a security interest in the Reserve and, at TeleCheck request, will provide documentation to reflect this security interest. 8. Setoff and Priority All funds that TeleCheck owes to Company under this Agreement are subject to Company's payment obligations under this Agreement. TeleCheck may setoff or recoup amounts Company owes to TeleCheck against any funds that TeleCheck owes to Company. 9. Statements, Reporting TeleCheck will provide Company with statements or electronic reporting (together, Statements) reflecting the fees, settlement amounts, and other information related to the Services. Company must review the Statements and inform TeleCheck of any errors within 60 days following the date that the error was, or should have been, reported; provided, Company must report settlement or funding errors to TeleCheck within 30 days (reporting errors will enable TeleCheck to recover amounts or prevent them from continuing). TeleCheck will have no obligation to provide refunds for errors that Company reports more than 60 days or 30 days (as applicable) after the errors were, or should have been, reported. Company and TeleCheck will work together to resolve issues or disputes that arise in connection with the Statements, or the funds credited or debited to the Settlement Account. 10. Term This Agreement begins on the earlier of the dates when Company signs its TeleCheck Services Application and Agreement, submits its first Item for processing under this Agreement, or when Company downloads the App (this date, the Effective Date). The length of this Agreement's initial term is designated in the TeleCheck Services Application and Agreement (Initial Term). This Agreement will automatically renew for successive one-year periods (each, a Renewal Term), unless TeleCheck or Company provides the other with at least 30 days' written notice of non -renewal at the end of the Initial Term. The Initial Term together with any Renewal Term(s) is the Term of this Agreement. 11. Termination; Modification; Suspension 11.1. General Termination. Either Company or TeleCheck may terminate this Agreement by giving 30 days' advance notice if the other materially breaches this Agreement and fails to remedy the breach within 30 days of receiving notice of it. TeleCheck may terminate this Agreement upon written notice to Company for any reason (with or without cause) during its Term. If the Services are delivered through TeleCheck's App, Company may terminate this Agreement for any reason (with or without cause) during its Term by uninstalling the App. 11.2. Modification. TeleCheck may modify this Agreement's terms (including, without limitation, its fees) upon 30 days' notice to Company, during which notice period Company may terminate this Agreement by providing written notice of termination to TeleCheck. Company's continued use of the Services after the 30 day period contained in a notice of modification from TeleCheck will constitute Company' s acceptance of the new terms. 11.3. Suspension. TeleCheck may suspend its Services or settlement of any funds under this Agreement if it determines that questionable activity occurs with respect to Company's payment transactions (including, without limitation, if there are excessive Return Items associated with Company's Items, Company breaches the NACHA Rules, or if required by applicable laws. TeleCheck may also suspend or terminate its Services if requested by its Originating Financial Depositary Institution. 12. Confidential Information 12.1. Confidentiality. Neither party will disclose non-public information about the other party's business (including, without limitation, the terms of this Agreement, technical specifications, customer lists, or information relating to a party's operational, strategic, or financial matters) (together, Confidential Information). Confidential Information does not include information that: (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser's Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. Each party will implement and maintain reasonable safeguards to protect the other party's Confidential Information. 12.2. Disclosure. The recipient may disclose the other party's Confidential Information:(1) to its directors, officers, personnel, and representatives (including those of its subsidiaries, affiliates, subcontractors or vendors) that need to know it in connection with the recipient's performance under this Agreement, and are bound by confidentiality obligations materially similar to those required under this Agreement; and (2) in response to a subpoena, court order, or as required under applicable Laws or NACHA Rules. 13. Data Use; Security. 13.1. Data Use. TeleCheck owns all right, title and interest in the data it obtains from providing the Services to Company. 13.2. Data Security. Company will implement commercially reasonable practices, including administrative, physical and technical safeguards, that are designed to: (a) maintain the security and confidentiality of Consumer Information, (b) protect against reasonably anticipated threats to the security or integrity of Consumer Information, and (c) protect against unauthorized access to or use of Consumer Information that could result in substantial harm or inconvenience to the consumer. Consumer Information is customer information Company receives in connection with any transaction contemplated by this Agreement. 14. License to Marks TeleCheck grants Company a limited, non-exclusive, non-transferrable, non- sublicensable, royalty -free license to use the trademarks, service marks and logos (together, Marks) that TeleCheck provides to Company during the Term of this Agreement. Company (a) may use the Marks only in the United States; (b) may use the Marks only in connection with its use of the Services; (c) will follow the branding guidelines that TeleCheck provides or makes available from time -to -time; and (d) will not use materials containing the Marks without TeleCheck's prior written permission. Company will not otherwise distribute, lease, sublicense, sell, modify, copy or create derivative works from the Marks. TeleCheck reserves to itself all right, title, interest or license (express or implied) to the Marks that are not specifically granted to Company under this Agreement; and may suspend or terminate this license upon written notice to Company. 142 15. Indemnification Company will indemnify, defend, and hold TeleCheck harmless for all losses, damages, costs, or expenses (including reasonable attomey's fees) claimed against it by third parties, which arise from Company's gross negligence, willful misconduct, or breach under this Agreement. 16. Exclusion of Damages Neither party will be liable to the other for lost profits, revenues or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages (whether any are direct or indirect); regardless of whether these damages were foreseeable or either party was advised they were possible. 17. Limitation of Liability TeleCheck' aggregate liability to Company for losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will be limited to $75,000.00 18. Notices Written notices (other than normal operations) required under this Agreement will be sent by certified mail or national courier (with tracking and delivery confirmation). TeleCheck may also provide written notices required under this Agreement by regular mail. Notices will be effective upon receipt. Notices to Company will be sent to the address it provides on the TeleCheck Service Application and Agreement. Notices to TeleCheck will be sent to: TeleCheck Services, Inc., Attn: TeleCheck Merchant Services, Mail Stop A-12, 7301 Pacific Street, Omaha, NE 68114; with copies to TeleCheck Services, Inc., Attn: General Counsel's Office, 3975 N.W. 120th Avenue, Coral Springs, FL 33065 and iegalpapers@firstdata.com 19. Third Party Beneficiaries There are no third party beneficiaries to this Agreement other than TeleCheck' subsidiaries.and affiliates involved in providing the Services to Company. Eachparty is responsible for the performance of any third parties it uses in connection with the Services, and their compliance with the terms of this Agreement. TeleCheck is not responsible or liable to Company for any errors or breaches of this Agreement that occur because of Company's third party providers (e.g., without limitation, issues that arise from ACH network participants, or if Company uses third party providers or applications to capture electronic images of Items to submit to TeleCheck). TeleCheck may audit Company's compliance with this Agreement upon reasonable notice, during normal business hours, and at TeleCheck's expense; and as required by the NACHA Rules. TeleCheck's Originating Depository Financial Institution may also audit Company's compliance with this Agreement and the NACHA Rules. 20. Waivers A party's delay or failure to exercise any of its rights under this Agreement will not be a waiver of those rights. 21. Compliance with Law, Choice of Law, Waiver of Jury Trial 21.1. Compliance with Law. The parties will comply with all laws, regulations, and rules (including ACH's network rules, requirements, and standards; the NACHA Rules)(together Laws) that are applicable to their respective performance obligations under this Agreement. Company acknowledges that it is the Originator under the NACHA Rules with respect to its transactions and agrees to comply with its obligations as an Originator. Company certifies that it has a legitimate business need forthe information that TeleCheck provides through its Services, will use the information in connectionwith submitting payment transactions to TeleCheck for processing and for no other purpose, and will use the information only for permissible purposes under the Fair Credit Reporting Act (Company will not use TeleCheck's information for employment related purposes). 21.2. Choice of Law; Waiver of Jury Trial. This Agreement will be governed by New York law (without regard to its choice of law provisions). The courts of New York, New York will be the proper venue for legal proceedings brought in connection with this Agreement. TeleCheck and Company each waive their right to a jury trial for claims arising in connection with this Agreement. 22. Entire Agreement, Amendment, Counterparts The defined term Agreement includes its schedules, addenda, and any amendments (capitalized terms used in the schedules, addenda, or amendments without definition will have the meanings given to them in this Agreement). This Agreement is the entire agreement between the parties and replaces any prior agreements or understandings (written or oral) with respect to its subject matter. Except as set forth in Section 11.2, modifications to this Agreement must be in writing, executed by the parties. This Agreement and any amendments may be executed electronically and in counterparts, each of which constitutes one agreement when taken together. Electronic and other copies of the executed Agreement are valid. 23. Assignment Company may not assign this Agreement without TeleCheck's written consent. TeleCheck may assign this Agreement upon notice to Company. This Agreement will be enforceable against a party's permitted successors or assigns. This Agreement may not be continued, assumed, or assigned in the event of a bankruptcy or other insolvency event without consent from the non -bankrupt or insolvent parties. 143 PART IV: ADDITIONAL IMPORTANT INFORMATION FOR CARDS A.1. Electronic Funding Authorization All payments to Client shall be through the Automated Clearing House ("ACH") and shall normally be electronically transmitted directly to the Settlement Account you have designated or any successor account designated to receive provisional funding of Client's Card sales pursuant to the Agreement. Client agrees that any Settlement Account designated pursuant to the preceding sentence will be an account primarily used for business purposes. Neither Wells Fargo Bank, N.A., nor CardConnect LLC can guarantee the time frame in which payment may be credited by Client's financial institution where the Settlement Account is maintained. Client hereby authorizes Wells Fargo Bank, N.A., and its authorized representative, including CardConnect LLC, to access information from the Settlement Account and to initiate credit and/or debit entries by bankwire or ACH transfer and to authorize your financial institution to block or to initiate, if necessary, reversing entries and adjustments for any original entries made to the Settlement Account and to authorize your financial institution to provide such access and to credit and /or debit or to block the same to such account. This authorization is without respect to the source of any funds in the Settlement Account, is irrevocable and coupled with an interest. This authority extends to any equipment rental or purchase agreements which may exist with Client as well as to any fees, fines and assessments and Chargeback amounts of whatever kind ornature due to CardConnect LLC or Wells Fargo Bank, N.A. under terms of this Agreement whether arising during or after termination of the Agreement. This authority is to remain in full force and effect at all times unless and until CardConnect LLC and Wells Fargo Bank, N.A. have consented to its termination at such time and in such a manner as to afford them a reasonable opportunity to act on it. In addition, Client shall be charged twenty-five dollars ($25.00) for each ACH which cannot be processed, and all subsequent funding may be suspended until Client either (i) notifies CardConnect LLC that ACH' s can be processed or (ii) a new electronic funding agreement is signed by Client. Client's Settlement Account must be able to process or accept electronic transfers via ACH. A.Z. Funding Acknowledgement Automated Clearing House (ACH). Your funds for Mastercard, Visa, Discover Network, PayPal and American Express transactions will ordinarily be processed and transferred to your financial institution within two (2) Business Days from the time a batch is received by Processor if your financial institution is the Bank. If your financial institution is not the Bank, your Mastercard, Visa, Discover Network, PayPal and American Express transactions will ordinarily be processed via the Federal Reserve within two (2) Business Days from the time a batch is received by Processor. The Federal Reserve will transfer such amounts to your financial institution. A.3. Additional Fees and Early Termination If Client's Mastercard, Visa, Discover Network, PayPal and American Express transaction(s) fail to qualify for the discount level contemplated in the rates set forth in the Application, Client will be billed the fee indicated in the Mid -Qualified Discount field or Non -Qualified Discount field. If you are utilizing the Enhanced Billback Discount option, the Client will be charged the Enhanced Billback Rate on the volume of said transaction that failed to qualify, in addition to the difference between the Mastercard/Visa/Discover Network/PayPal and American Express Qualified Rate agreed to on the Service Fee Schedule and the actual interchange rate assessed to the downgraded transaction. a. Any increases or decreases in the interchange and/or assessment portion of the fees; b. The appropriate interchange level as is consistent with the qualifying criteria of each transaction submitted by Client; c. Increases in any applicable sales or telecommunications charges or taxes levied by any state, federal or local authority related to the delivery of the services provided by CardConnect LLC when such costs are included in the Service or other fixed fees. The discount fees shown on the Service Fee Schedule shall be calculated based on the gross sales volume of all Visa, Mastercard/Discover/PayPal and American Express volume. A Monthly Minimum Processing Fee will be assessed immediately after the date Client's Application is approved. (Refer to Service Fee Schedule, if applicable.) In addition to the PIN Debit Card transaction fees set forth on the Application, Client shall be responsible for the amount of any fees imposed upon a transaction by the applicable debit network. The parties further agree and acknowledge that, in addition to any remedies contained herein or otherwise available under applicable law and, if (a) Client breaches this Agreement by improperly terminating it prior to the expiration of the initial term of the Agreement, or (b) this Agreement is terminated prior to the expiration of the initial term of the Agreement due to an Event of Default, then Servicers will suffer a substantial injury that is difficult or impossible to accurately estimate. Accordingly, the'parties have agreed that the amount described below is a reasonable pre -estimate of Servicers' probable loss. In the event that Client terminates this Agreement within three (3) years from the date of approval by CardConnect LLC and Wells Fargo Bank, N.A. or this Agreement is terminated by Servicers within 3 years from the date of approval due to an Event of Default, Client will be charged a fee for such early termination, if so indicated on the Application on the Service Fee Schedule. Client's obligation with respect to the Monthly Minimum Processing Fee will end simultaneously with CardConnect LLCs' receipt of Termination Fee. A.4. 6050W of the Internal Revenue Code Pursuant to Section 6050W of the Internal Revenue Code, merchant acquiring entities and third party settlement organizations are required to file an information , return for each calendar year reporting all payment card transactions and third party network transactions with payees occurring in that calendar year. Accordingly, you will receive a Form 1099-K reporting your gross transaction amounts for each calendar year. Your gross transaction amount refers to the gross dollar amount of the card transactions processed through your merchant account with us. In addition, amounts reportable under Section 6050W are subject to backup withholding requirements. Payors will be required to perform backup withholding by deducting and withholding income tax from reportable transactions if (a) the payee fails to provide the payee's taxpayer identification number (TIN) to the payor, or (b) if the IRS notifies the payor that the TIN (when matched with the name) provided by the payee is incorrect. Accordingly, to avoid backup withholding, it is very important that you provide us with the correct name and TIN that you use when filing your tax return that includes the transactions for your business. A.5. Addresses For Notices PROCESSOR: CardConnect LLC: 1000 Continental Drive Suite 300 King of Prussia, PA 19406 BANK: Wells Fargo Bank, N.A.: P.O. Box 6079 Concord, CA 94524 1-844-284-6843 Important Phone Numbers: (see also Sections 10 and 15) Customer Service 1-877-828-0720 21.2 Choice of Law; Waiver of Jury Trial. This Agreement will be governed by #ewYerk Florida law (without regard to its choice of law provisions). The courts of Indian River County, Florida will be the proper venue for legal proceedings brought in connection with this Agreement. TeleCheck and Company each waive their right to a jury trial for claims arising in connection with this Agreement. 29.1. Any transfer or assignment of this Agreement by you, without our prior written consent, by operation of law or otherwise, is voidable by us. Any transfer of voting control of you or your parent shall be considered an assignment or transfer of this Agreement. Furthermore, you shall indemnify and hold us harmless from all liabilities, Chargebacks, expenses, costs, fees and fines arising from such transferee's or assignee's Submission of Card transactions to us for processing. For purposes of this Section 29, any transfer of voting control shall be considered an assignment or transfer of this Agreement. The Client's liability shall be only to the extent allowed by and within the limits of liability provided by section 768.28, Florida Statutes, and shall not otherwise be deemed a waiver of sovereign immunity of either party. 33.1. You agree to indemnify and hold us and the Card Organizations harmless from and against all losses, liabilities, damages and expenses: (a) resulting from the inaccuracy or untruthfulness of any representation or warranty, breach of any covenant or agreement or any misrepresentation by you under this Agreement; (b) arising out of your or your employees' or your agents' negligence or willful misconduct, in connection with Card transactions or otherwise arising from your provision of goods and services to Cardholders;(c) arising out of your use of the Services; or (d) arising out of any third party indemnifications we are obligated to make as a result of your actions (including indemnification of any Card Organization or Issuer). The Client's liability shall be only to the extent allowed by and within the limits of liability provided by section 768.28, Florida Statutes, and shall not otherwise be deemed a waiver of sovereign immunity of either party. These following sections would not apply to our agreement since facility will not ever be using products with Pineapple & Processor: 37.4. Indemnification. In addition to any other indemnifications as set forth in this Agreement, you will indemnify and hold Servicers, Wireless Vendor(s) and our respective officers, directors, employees, and Affiliates harmless from and against any and all losses, claims, liabilities, damages, costs or expenses arising from or related to: (a) the purchase, delivery, acceptance, rejection, ownership, possession, use condition, liens against, or return of the Wireless Equipment or the Wireless Equipment (including the Wireless Software), as applicable; (b) your negligent acts or omissions; (c) any breach by you of any of your obligations under this Section 37; or (d) any Person's unauthorized access to Client's data and/or unauthorized financial activity occurring on your Merchant Identification Number hereunder, except to the extent any losses, liabilities, damages or expenses result from our gross negligence or willful misconduct. The Client's liability shall be only to the extent allowed by and within the limits of liability provided by section 768.28, Florida Statutes, and shall not otherwise be deemed a waiver of sovereign immunity of either party. - 145 38.2. Scanning Authority; Scanning Obligations. You represent and warrant that you have full right, power, and authority to consent for Clover Security Plus to scan for vulnerabilities in the IP address and/or URL and/or domain names identified to us by you for scanning, whether electronically or by any other means, whether during initial enrollment or thereafter. If applicable, you shall obtain all consents and authorizations from any third parties necessary for us or our vendors to perform the Clover Security Plus services, including, without limitation, third party data centers, co -locations and hosts. We will not be required to execute agreements with any such third parties. You agree to defend, indemnify and hold us and our vendors harmless from any third party claim that such access was not authorized. The Client's liability shall be only to the extent allowed by and within the limits of liability provided by section 768.28, Florida Statutes, and shall not otherwise be deemed a waiver of sovereign immunity of either party. You may use Clover Security Plus and portals only to scan IP addresses, URLs and domain names owned by and registered to you. You understand that your failure to provide a complete list of and complete access to your IP addresses will significantly impair the scanning services and may result in incomplete or inaccurate results. You agree that the Clover Security Plus services hereunder, including without limitation their functionality and contents, constitute confidential information, and your use and/or access to the Clover Security Plus is subject to the terms of confidentiality set forth in this Agreement. 38.8.2. You acknowledge and understand that certain Software can automatically install, download, and /or deploy updated and /or new components, which may include a new version of the Software itself. You shall not, in any event or in any manner, impede the update process. You agree to assume full responsibility and indemnify us for all damages and losses, of any nature, for all adverse results or third party claims arising from your impeding the update process. The Client's liability shall be only to the extent allowed by and within the limits of liability provided by section 768.28, Florida Statutes, and shall not otherwise be deemed a waiver of sovereign immunity of either party. 38.11. Indemnification. In addition to other indemnifications provided in this Agreement, you agree to indemnify and hold us, our Affiliates and third party service providers harmless from and against all losses, liabilities, damages and expenses arising from (a) your use of the Clover Security Plus, including any Software or Equipment provided under this Agreement; or (b) any other person's authorized or unauthorized access and/or use of the Clover Security Plus (or any part), Software or Equipment, whether or not using your unique username, password, or other security features. The Client's liability shall be only to the extent allowedby and within the limits of liability provided by section 768.28, Florida Statutes, and shall not otherwise be deemed a waiver of sovereign immunity of either party. 39.9. Indemnification. You shall indemnify, defend, and hold us, our subsidiaries and affiliates and our and their officers, directors, employees, shareholders, agents and attorneys from any Claim(s) arising from the conduct of your business, any Transactions submitted through the Platform hereunder for payment processing, any false or inaccurate representation made by you or the negligence, fraud, dishonesty or willful behavior of any of your employees or agents, or from your failure to strictly comply, 146 in whole or in part, with any: (i) terms and conditions pursuant to this Agreement and any addenda hereto or Documentation; or (ii) applicable law, regulations or rules. Upon written notice from us to you, you shall immediately undertake the defense of such Claim by representatives of your own choosing, subject to our reasonable approval. The Client's liability shall be only to the extent allowed by and within the limits of liability provided by section 768.28, Florida Statutes, and shall not otherwise be deemed a waiver of sovereign immunity of either party. 40.13. Indemnity. Without limiting your indemnification obligations in the Agreement, you agree to indemnify and hold First Data, its affiliates, vendors, and third party provider(s) harmless from and against all losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or relating to: 40.13.1. Your failure to comply with all terms and conditions in this Section 36, including but not limited to User Documentation; 40.13.2. Your use (alone or in combination with any other information) of any Customer Information, reports, information or analytics obtained in connection with your use of Clover Insights; 40.13.3. The content or delivery of any marketing messages that you send or cause to be sent to any Customer phone number or email address collected through the use of Clover Insights; or 40.13.4. Any other party's access and/or use of Clover Insights with your unique username, password, or other appropriate security code. The Client's liability shall be only to the extent allowed by and within the limits of liability provided by section 768.28, Florida Statutes, and shall not otherwise be deemed a waiver of sovereign immunity of either party. 41.13. Indemnity. Without limiting your indemnification obligations in the Agreement, you agree to indemnify and hold us harmless from and against all losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or relating to: a) Your failure to comply with all terms and conditions in this Section 41, including but not limited to the Clover Ops Guide; b) Your use of any Customer Information obtained in connection with your use of the Clover Service; 147 c) The content or delivery of any marketing messages that you send or cause to be sent to any Customer phone number or email address collected through the use of the Clover Service; or d) Any other party's access and/or use of the Clover Service with your unique username, password, or other appropriate security code. The Client's liability shall be only: to the extent allowed by and within the limits of liability provided by section 768.28, Florida Statutes, and shall not otherwise be deemed a waiver of sovereign immunity of either party. 43.5.2. In addition to the indemnification obligations in the Agreement, Client agrees to indemnifyand hold harmless Servicers from and against all losses, liabilities, damages, and expenses (including reasonable attorneys' fees and collection costs) resulting from third party claims related to any acts or omissions of Client in connection with any GeP Sales Transaction or other GeP transaction, including any alleged misrepresentation or deceptive or unlawful trade practice, a violation of applicable law or the Card Organization Rules, or a breach of any of Client's obligations under this Section. Any limitations on Client's liability which may be specified in the Agreement shall not be applicable to Client's indemnification obligation set forth in the preceding sentence. The Client's liability shall be only to the extent allowed by and within the limits of liability provided by section 768.28, Florida Statutes, and shall not otherwise be deemed a waiver of sovereign immunity of either party. 44.1 Choice of Law. Choice of Law. Our Agreement shall be governed by and construed in accordance with the laws of the State of #ewYerk Florida (without regard to its choice of law provisions). 44.2. Venue. - under this Agreement are provided from these facilities. The exclusive venue for any actions or claims arising under or related to this Agreement shall be in the appropriate state or federal court located in the Southern District of Florida. 148 CONSENT: 6/2/2020 Office of INDIAN RIVER COUNTY ATTORNEY Dylan Reingold, County Attorney William K. DeBraal, Deputy County Attorney Susan J. Prado, Assistant County Attorney TO: The Board of County Commissioners FROM: William K. DeBraal - Deputy County Attorney DATE: May 22, 2020 SUBJECT: Moorhen Marsh — Declaration of Unity of Title In connection with the approval to construct an 18.03 -acre regional stormwater treatment facility (limited public utility) at 6520 53rd Street, the County is required, prior to site plan release, to record a Declaration of Unity of Title to combine the two separate parcels it owns into a single development parcel. Prepared for your consideration is the Declaration of Unity of Title to accomplish this requirement. FUNDING: The only cost associated with this item is the recordation fee for recording the Declaration of Unity of Title in the amount of $18.50 which amount is available from Optional Sales Tax/Public Works/CIP-Moorhen Marsh -PC North, Acct #31524338- 066510-16018. REQUESTED ACTION: Authorize the Chairman to execute the Declaration of Unity of Title for recordation in the Public Records of Indian River County, Florida. /nhm Attachment: Declaration of Unity of Title 149 Prepared by: County Attorney's Office INDIAN RIVER COUNTY 1801 27th Street Vero Beach, FL 32960 (772) 226-1425 DECLARATION OF UNITY OF TITLE WHEREAS, the undersigned is the fee simple owner of the following described property situate in Indian River County, Florida: The West 10 acres of Tract 13, Section 17, Township 32 South, Range 39 East, according to the last general plat of the INDIAN RIVER FARMS COMPANY, as recorded in Plat Book 2, Page 25, Public Records of St. Lucie County, Florida; said land now lying and being in Indian River County, Florida, LESS and EXCEPT the North 125 feet and ALSO LESS and EXCEPT the North 50.00 feet of the South 80 feet thereof. AND The West 11.32 acres of the East 28.96 acres of Tract 13, Section 17, Township 32 South, Range 39 East, according to the last general plat of the INDIAN RIVER FARMS COMPANY, as recorded in Plat Book 2, Page 25, Public Records of St. Lucie County, Florida; said land now lying and being in Indian River County, Florida, LESS and EXCEPT the North 125 feet and ALSO LESS and EXCEPT the North 50.00 feet of the South 80 feet thereof. and; WHEREAS, the undersigned has made application for issuance of a development order on a project designed in a manner which necessitates the above-described parcels being held in single ownership as one entire tract, NOW, THEREFORE, the undersigned declares that such parcels will in the future, be held and treated as one single parcel of land, which is not to be divided for sale or transfer of ownership other than as a single tract unless then current land development regulations are met; and The covenant stated herein shall be considered binding on all future successors and owners and shall be strictly enforceable by Indian River County, Florida in accordance with its land development regulations, and shall remain valid until such time as released in writing by an authorized representative of the Community Development Department of Indian River County, Florida, by recorded document. 150 WITNESS the hand and seal of the undersigned, this day of June, 2020. OWNER: INDIAN RIVER COUNTY, a political subdivision of the State of Florida MAILING ADDRESS: 1801 27th Street Vero Beach, FL 32960 INDIAN RIVER COUNTY By: Susan Adams, Chairman Board of County Commissioners BCC approved: ATTEST: Jeffrey R. Smith, Clerk of Circuit Court and Comptroller By: Deputy Clerk Approved as to form and legal sufficiency: By: William K. DeBraal Deputy County Attorney STATE OF FLORIDA COUNTY OF INDIAN RIVER The foregoing instrument was acknowledged before me this day of June, 2020, by Susan Adams, Chairman of the Board of County Commissioners of Indian River County, a political subdivision of the State of Florida, who is personally known to me. SEAL: NOTARY PUBLIC signature of Notary Public: printed name: Commission Number: Commission Expiration: 151 S. Consent Agenda Indian River County Interoffice Memorandum Office of Management & Budget To: Members of the Board of County Commissioners From: Kristin Daniels Director, Office of Management & Budget Date: May 27, 2020 Subject: Miscellaneous Budget Amendment 007 Description and Conditions 1. On April 7, 2020 the Board of County Commissioners approved the Annual HUD Grant Renewals of Continuum of Care (CoC) Programs. Exhibit "A" appropriates the funding of these grants for the current fiscal year. 2. On April 7, 2020, the Board of County Commissioners approved the Sheriffs Office request of $180,000 from the Law Enforcement Trust Fund. Exhibit "A" appropriates the funding from Special Law Enforcement Fund/Cash Forward -Oct 1st 3. On April 7, 2020, the Board of County Commissioners approved Work Order # 3 with Continuing Engineering Services for the permitting and design of a dune crossover replacement at Seagrape Trail Beach Access. Exhibit "A" appropriates funding of $21,150 from MSTU Fund/Reserve for Contingency. 4. On April 21, 2020, the Board of County Commissioners approved Amendment No. 1 to the FDEP Grant Agreement No.191R3 increasing the FDEP Grant to $1,748,751 for the Sector 5 Beach Restoration Project. Exhibit "A" appropriates the Grant to the Beach Restoration Fund/Sector 5 Beach Renourishment/Hurricane Matthew. 5. On June 7, 2016, the Board of County Commissioners approved a Local Jobs Grant for Tocqueville Asset Management LP. The first payment to Tocqueville in the amount of $40,349.17 and payment to the State of Florida in the amount of $6,317.50 for the company's Qualified Target Industry Tax Refund has been processed. Exhibit "A" appropriates $46,667 from General Fund/Reserve for Contingency. 6. Indian River County has received an additional allocation of $8,231 from the State Housing Initiative Program(SHIP) for the current fiscal year. Exhibit "A" appropriates the funds. 7. On May 12, 2020, the Board of County Commissioners approved the Bulk Derelict Vessel Removal Grant from FWC in the amount of $22,100 to cover the costs associated with the removal and disposition of seven (7) derelict vessels from the Indian River Lagoon. Exhibit "A" appropriates this grant funding to the Florida Boating Improvement Program Fund/Other Contractual Services account. 152 Indian River County Commissioners May 27, 2020 8. On May 19, 2020, the Board of County Commissioners approved award of Bid Number 2020017 to XGD Systems, LLC. for the improvements associated with the Jones' Pier Conservation Area. Exhibit "A" appropriates funding of $165,000 from Optional Sales Tax/Cash Forward -Oct 1st and $25,000 from Upland Mitigation/Cash Forward -Oct 1st 9. On December 17, 2019, the Board of County Commissioners approved the Public Emergency Medical Transportation (PEMT) Letter of Agreement between Indian River County Emergency Services District and the Agency for Health Care Administration. Exhibit "A" appropriates the PEMT revenue and expense totaling $232,087. 10. The Property Appraiser's 19/20 budget amendment to the Department of Revenue was allocated incorrectly in the ad valorem portion of the budget. Exhibit "A" appropriates $71 from General Fund/Reserve for Contingency, $101 from Emergency Services/Reserve for Contingency and $15 from Land Acquisition Bonds/Cash Forward -Oct 1st Staff Recommendation Staff recommends the Board of County Commissioners approve the budget resolution amending the fiscal year 2019-2020 budget. 153 RESOLUTION NO. 2020- A RESOLUTION OF INDIAN RIVER COUNTY, FLORIDA, AMENDING THE FISCAL YEAR 2019-2020 BUDGET. WHEREAS, certain appropriation and expenditure amendments to the adopted Fiscal Year 2019-2020 Budget are to be made by resolution pursuant to section 129.06(2), Florida Statutes; and WHEREAS, the Board of County Commissioners of Indian River County desires to amend the fiscal year 2019-2020 budget, as more specifically set forth in Exhibit "A" attached hereto and by this reference made a part hereof, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, that the Fiscal Year 2019-2020 Budget be and hereby is amended as set forth in Exhibit "A" upon adoption of this Resolution. This Resolution was moved for adoption by Commissioner , and the motion was seconded by Commissioner and, upon being put to a vote, the vote was as follows: Chairman Susan Adams Vice Chairman Joseph E. Flescher Commissioner Peter D.O'Bryan Commissioner Tim Zorc Commissioner Bob Solari The Chairman thereupon declared this Resolution duly passed and adopted this day of , 2020. INDIAN RIVER COUNTY, FLORIDA Attest: Jeffrey R. Smith Board of County Commissioners Clerk of Court and Comptroller By By Deputy Clerk Susan Adams, Chairman BY APPROVED AS TO FORM AND LEGAL SUFFICIENCY COUNTY ATINEY Resolution No. 2020 - Budget Office Approval: Exhibit "A" Kristin Daniels, Budget Director Budget Amendment: 007 Entry Number Type Fund/ Department/Account Name Account Number Increase Decrease 1. Revenue HUD Grant/2018 CoC Wide TRA Renewal 136033-311601-20803 $20,000 $0 HUD Grant/ALCOHOPE Renewal 136033-311601-20804 $60,000 $0 HUD Grant/HMIS Coordinated Entry 136033-311601-20805 $8,000 $0 HUD Grant/2018 New CHRONICS 136033-311601-20806 $10,000 $0 HUD Grant/2018 Coc TRA2 136033-311601-20807 $50,000 $0 HUD Grant/2018 Indian River Chronics Renewal 136033-311601-20808 $60,000 $0 HUD Grant/2018 FAMILY RENTAL Assistance 136033-311601-20809 $10,000 $0 HUD Grant/2018 New Horizon TWO 136033-311601-20811 $63,000 $0 Expense HUD Grant/2018 CoC Wide TRA Renewal 13616364-036730-20803 $20,000 $0 HUD Grant/ALCOHOPE Renewal 13616364-036730-20804 $60,000 $0 HUD Grant/HMIS Coordinated Entry 13616364-18871-20805 $8,000 $0 HUD Grant/2018 New CHRONICS 13616364-036730-20806 $10,000 $0 HUD Grant/2018 Coc TRA2 13616364-036730-20807 $50,000 $0 HUD Grant/2018 Indian River Chronics Renewal 13616364-036730-20808 $60,000 $0 HUD Grant/2018 FAMILY RENTAL Assistance 13616364-18871-20809 $10,000 $0 HUD Grant/2018 New Horizon TWO 13616364-036730-20811 $63,000 $0 2. Revenue Special Law Enforcement Fund/Cash Forward -Oct 1st 112039-389040 $180,000 $0 Expense Special Law Enforcement Fund/Sheriff-Law Enforcement 11260086-099040 $180,000 $0 3. Expense MSTU Fund/Beach Parks/Seagrape Trail Boardwalk 00411672-0664390-20025 $21,150 $0 MSTU Fund/Reserve for Contingency 00419981-099910 $0 $21,150 4. Revenue Beach Restoration Fund/FDEP Grant 191R3 -Sector 5 128033-334303-17001 $1,748,751 $0 Expense Beach Restoration Fund/Sector 5 Beach Renourishment/Hurricane Matthew 12814472-066510-17001 $1,748,751 $0 5. Expense General Fund/Local Jobs Grant-Tocqueville Asset Management, LP 00111015-088032 $46,667 $0 General Fund./Reserve for Contingency 00119981-099910 $0 $46,667 6. Revenue SHIP Fund/State Housing Initative Grant 123033-334690 $8,231 $0 Expense SHIP Fund/Rehab Loan -Owner Occupied 12322869-088070 $8,231 $0 7 Revenue FL Boating Improvement Program/State Culture Received Grants 133033-334700 $22,100 $0 Expense FL Boating Improvement Program/Parks/Other Contractual Services 13321072-033490 $22,100 $0 155 Resolution No. 2020 - Budget Office Approval: Exhibit "A" Kristin Daniels, Budget Director Budget Amendment: 007 Entry Number Type Fund/ Department/Account Name Account Number Increase Decrease 8. Revenue Optional Sales Tax/Cash Forward -Oct 1st 315039-389040 $165,000 $0 Native Lands/Cash Forward -Oct 1st 127039-389040 $25,000 $0 Expense Optional Sales Tax/Parks/Jones Pier Improvements 31521072-066510-18010 $165,000 $0 Native Lands/Parks/Jones Pier Improvements 12721072-066510-18010 $25,000 $0 9 Revenue Emergency Services District/PEMT Program Distribution 114034-342611 $232,087 $0 Expense Emergency Services District/Fire Rescue/Other Operating Supplies/PEMT 11412022-035290-20023 $142,696 $0 Emergency Services District/Fire Rescue/Other Machinery & Equipment/PEMT 11412022-066490-20023 $89,391 $0 10. Revenue Land Acquisition Bond/Cash Forward -Oct 1st 245039-389040 $15 $0 Expense General Fund/Budget Transfer -Property Appraiser 00150086-099060 $71 $0 General Fund/Reserve for Contingency 00119981-099910 $0 $71 Emergency Services/Fire Rescue/Budget Transfer- Property Appraiser 11412022-099060 $101 $0 Emergency Services/Fire Rescue/Reserve for Contingency 11412022-099910 $0 $101 Land Acquisition Bonds/Budget Transfer -Property Appraiser 24511786-099060 $15 $0 156 /I 4, Office of the INDIAN RIVER COUNTY ADMINISTRATOR Jason E. Brown, County Administrator Michael C. Zito, Assistant County Administrator MEMORANDUM TO: Members of the Board of County Commissioners FROM: Jason E. Brown County Administrator DATE: May 26, 2020 SUBJECT: Vero Beach MOB, LLC Appeal of a Decision of a County Officer In accordance with Section 100.06 (2), any person aggrieved by a final decision of a county officer may appeal to the Board of County Commissioners. On April 21, 2020, a Traffic Impact Fee Credit Application was electronically received by the IRC Community Development Department from MVB Engineering for Vero Beach MOB, LLC, a partnership of Optimal Outcomes, LLC and the partners of Vero Orthopaedic & Neurology (VON). The IRC Community Development Department reviewed the application for completeness and coordinated with the IRC Public Works Department on eligibility. On April 24, 2020, a letter of denial was submitted to Aaron Bowles of MVB Engineering from Bill Schutt, Chief, Long Range Planning, denying the application and explaining why this project did not qualify for traffic impact fee credit (Attachment 1). On May 12, I received a formal appeal from Patrick Marston on behalf of Vero Beach MOB, LLC, asking to reconsider the decision rendered by the IRC Community Development Department (Attachment 2). On May 17, I answered the appeal letter with a denial of the request (Attachment 3), based upon the provisions of IRC Code Section 1010.04 which apply (Attachment 4). On Tuesday May 19, 2020, Vero Beach. MOB, LLC notified the Members of the Indian River County Board of County Commissioners (BCC) of their intent to appeal the most recent denial of their Traffic Impact Fee Credit Application via email memorandum (Attachment 5). 157 Per IRC Code Section 100.06(2), the Board of County Commissioners shall respond within twenty (20) working days. At this time, the Board of County Commissioners is tasked with hearing and responding to the appeal. Staff Recommendation Staff recommends that the Board of County Commissioners deny the appeal presented by Vero Beach MOB, LLC, since the site related improvements do not qualify for traffic impact fee credits in accordance with Section 1010.04 of the County Code. Attachments: (1) Letter from Community Development, denial of application (2) Letter from Optimal Outcomes, request for appeal (3) Letter from County Administrator, denial of appeal (4) Indian River County Code Section 1010.04 (5) Letter from Vero Beach MOB, LLC, second appeal request 158 April 24, 2020 Aaron Bowles, P.E. MBV Engineering, Inc. 1835 20th Street Vero Beach, FL 32960 INDIAN RIVER COUNTY COMMUNITY DEVELOPMENT DEPARTMENT 1801 27th Street, Vero Beach FL 32960 772-226-1237 / 772-978-1806 fax www.ircgov.com RE: Patrick MarstonNero Beach MOB, LLC Application for Traffic Impact Fee Credit Agreement for Acceleration Lane, Deceleration Lane, Raised Median Island, and Landscape Repair in. Indian River Boulevard ROW to Access Property Parcel # 32-39-25-00000-5000-00001.0 Dear Mr. Bowles: This is to inform you that your Application on behalf of Vero Beach MOB, LLC for a Traffic Impact Fee (TIF) Credit Agreement for acceleration lane, deceleration lane, raised median island, and landscape repair in Indian River Boulevard Right -Of -Way (ROW) to access the above referenced property parcel was electronically received by Planning Division staff on April 21, 2020 and was subsequently reviewed for completeness and for eligibility consistent with Title X of the Indian River County Code of Ordinances. With respect to application completeness, please be advised that Planning Division staff reviewed the application submittal and found it to be incomplete. Item IV.2.b) of the application states that an "estimated construction cost prepared and certified by a duly qualified and licensed Florida Engineer" be provided. While the submission includes an "Engineer's Opinion of Probable Cost" sheets, those sheets are not certified by a duly qualified and licensed Florida Engineer. However, in an effort to be responsive to the applicant, staff has proceeded with a review of the application for eligibility as submitted. With respect to eligibility, please be advised that Title X, Section 1010.04(6) of the Indian River County Code of Ordinances states that no traffic impact fee credit shall be granted for site -related improvements, including but not limited to: • access roads leading to and from the development; • acceleration and deceleration lanes, and right and left turn lanes leading to those roads and driveways within the development; and • traffic control devices (including signs, marking, channelization and signals) for those roads and driveways within the development. Planning Division staff coordinated with Rich Szpyrka, County Public Works Director on this requirement and the proposed improvements and confirmed that the proposed improvements do not qualify for traffic impact fee credit. Should you have any questions, feel free to contact me at (772) 226-1250. Sincerely, 34 Wit - Bill Schutt, AICP Chief, Long -Range Planning 159 cc: Patrick Marston, Vero Beach MOB, LLC Jason Brown, County Administrator Phillip J. Matson, ATCP; Community Development Director Rich Szpyrka, P.E., PublicWorks Director Ryan Sweeney, Chief,. Current Development Vickie Johnston, Planning Assistant F:\Community Development\Impact Fee\CREDITS\Vero Beach MOB\Incomplete application and denial letter.docx 160 Jason E. Brown County Administrator Indian River County 1801 27th Street Vero Beach, FL 32960 772-226-1408 VIA E-MAIL: jbrown@ircgov.com May 12, 2020 Mr. Brown: Please accept this correspondence as a formal Appeal of the County's decision to disallow a Traffic Impact Fees Credit related to the Vero Beach MOB project being developed on the west side of Indian River Boulevard between 37th Street and 41st Street (project number 2006100078, the "Project"). For reference the original application was submitted on April 15, 2020. Vero Beach MOB, LLC is a partnership between Optimal Outcomes, LLC and the partners of Vero Orthopaedic & Neurology ("VON") — a leading, well-respected provider of orthopaedic and related services. VON serves more than 100,000 residents of Indian River County and provides immeasurable charitable care for residents who otherwise go untreated. The Project, anchored by VON, entails a new 66,000 sq. ft., two-story, Class -A medical office building and surgery center that will improve access and quality of service for thousands of Indian River County residents. We have previously expressed our concerns with the approval process and its impact on our schedule and budget. While this Appeal relating to the Traffic Impact Fee Credit Application is entirely separate and distinct from those matters, I think it reasonable to consider and be aware of the entire history. Placing blame is not relevant since we cannot go back in time but I do want to state that the excessive turnaround times from the County, compounded by the last minute requirement for additional and not previously mentioned traffic improvements, have placed the entire project in a tenuous spot. Since the traffic improvements are obviously the issue at hand, it must also be noted that we were not made aware of those requirements until February 14, 2020. Please note that we had our first staff meeting to discuss the TIS methodology on June 17, 2019 and the methodology was approved in June 19, 2019. There were multiple subsequent submittals, telephone calls and in-person meetings between the County and our engineering team that addressed all aspects of the site plan. Somehow, not until February 14, 2020 - more than 240 days after the initial meeting to discuss the plan - was there any reference to any of these required traffic improvements. (Please see the attached Exhibit for a more detailed schedule of events, submittal reviews and days to get permits.) As stated, we have not and will not ask for any special treatment or entitlement. We simply want equitable treatment for costs of work that we are being required to undertake which we believe are related to capacity and therefore should be covered by Traffic Impact Fees. On that basis, we believe these costs should be credited against the total customary Traffic Impact Fees being requested. The 161 following is our rational for why we are respectfully asking you to reconsider the eligibility of these costs as credit to offset our Traffic Impact Fees. INDIAN RIVER TRAFFIC IMPACT FEES Pursuant to IRCCDD.com, "Impact fees are one time charges applied to new development, providing revenue for capacity producing capital improvements to accommodate the demand for those improvements generated by new development in order to maintain adopted levels of service." The reference to "capacity producing capital improvements" is critical to our underlying belief that we qualify for a credit for the costs for traffic and road improvements mandated by the County but paid for by us. Specifically, the improvements we are undertaking were driven by capacity -related issues raised by the County staff. THE "NEW" REQUIRED IMPROVEMENTS VERSUS EXISTING TRAFFIC CONDITIONS: Understanding the additional work that was requisite for securing our site plan approval is important but it's equally important to be aware of the traffic conditions that were pre-existing: (a detailed survey showing the pre-existing conditions is attached as Exhibit 8): 1) An existing access road serving the property, 2) An existing southbound deceleration lane that was constructed by the County, and 3) An existing 133" median allowing two step northbound turns into the access road. The new capital improvements that we are required to construct include the following: (a detailed color - coded survey showing all new work is attached as Exhibit ): 1) An extension of the pre-existing southbound deceleration lane that was constructed by the County which we understand was not FDOT compliant. 2) The addition of a new north bound 590' acceleration lane and taper on Indian River Boulevard including demolition and removal of the existing median, and 3) A new raised median "pork chop" in the existing center median cut including new markings and signage. The existence of the pre-existing traffic conditions provide support to our position. Namely, the existing improvements allowed for all operational function necessary for our Project: ingress/egress, right -in, right -out southbound turns and a two-step northbound turn. None of the newly required modifications provide any new functions. Instead, they only modify and expand the existing conditions to accommodate additional capacity and higher projected trip counts. These types of capital improvements are exactly what traffic impact fees are intended to cover. 162 INDEPENDENT TRAFFIC ENGINEER OPINION: Capacity Issue As is customary, we retained an independent Traffic Engineering firm early in the process to analyze, assess and develop a traffic plan. We engaged Traffic Impact Group, LLC - a national firm with 30+ years of experience, licensed engineers in fifteen states, offices in 5 states (including Florida) and considerable traffic related work. The Independent Traffic Engineer, who met in—person and by telephone with County personnel in June of 2019 to discuss the traffic and access issues, opined that the existing conditions met FDOT and no modifications were required. Despite these meetings and the formal submittal of the full Site Plan in September of 2019, the County Traffic Engineer indicated for the first time on a February 14, 2020 conference call that she would not support the plan as shown. After much debate but facing the reality that; (a) we were already significantly behind schedule, and (b) we were not obtaining a site permit without conceding, we did exactly that and agreed to her requested modifications. The disagreement on what was specifically required is no longer relevant since we conceded and are actively proceeding in the direction mandated by the County. Notwithstanding, I attach a letter from the independent Traffic Engineer provided to me this week confirming his stance. More importantly, his letter opines that the modifications required by the County approach can be considered "capacity" improvements (attached hereto as Exhibit D). We are not attempting to revisit the site plan design nor asking for any aspect to be revisited. We agreed to the work and we will proceed accordingly. The point of the original Traffic Impact Credit Fee Application and this Appeal is simply to obtain some relief for costs that were not only unexpected but that we also firmly believe represent costs for which Traffic Impact Fees are collected and earmarked. In other words, if we are being required to pay for and implement traffic/roadway modifications related to increased capacity, it does not seem equitable or appropriate for us to pay full Traffic Impact Fees absent a credit or set-off for that work. COUNTY TRAFFIC ENGINEER OPINION: Capacity Issue The County Traffic Engineer was adamant in her position that the new traffic improvements were required. She repeatedly used the rational that she anticipated a higher traffic count than was presented by our Independent Traffic Engineer and his methodology. Both she and the Public Works Director cited, in multiple instanced and in multiple communications to you, me and others that these improvements were directly attributable to the increased capacity and "trips counts". In fact your own email to me dated Wednesday, February 19th and the Public Works Director's email of the same date states the "projected project volumes (92 vehicles exiting during the peak hour)" as the basis for requiring these additional improvements. Concern over higher projected volumes is a capacity concern and improvements addressing said concerns should be considered capacity -driven improvements. These frequent references to capacity, traffic counts and vehicle trips support IRCCD's own description of what "Impact Fees" are intended to cover. During our extended debates, the County Traffic Engineer made several references to a new signal light being installed at Indian River Boulevard and Grand Harbor Boulevard. While we appreciate the need for new signals as increased traffic from development (i.e. increased capacity needs) requires modifications that address the increased capacity. The real question is whether this signal is being paid for by the County from previously collected traffic impact fees as intended or, instead, is a single property owner at that 163 intersection is being required to pay separately? We are singularly being asked to pay for traffic improvements on this same road and still being required to pay 100% of the assessed Traffic Impact Fees. That is not equitable absent an offset. INDIAN RIVER CODE OF ORDINANCE: In the initial denial of our request for the Traffic Impact Fee credit, the notification letter provided by the Chief of Long Range Planning (attached hereto as Exhibit E) includes references to Title X, Section 1010.04(6) of the Indian River Code of Ordinances. In particular he points out: "... no traffic impact fee credit shall be granted for site -related improvements, including but not limited to: • Access roads leading to and from the development; • Acceleration and deceleration lanes and right and left turn lanes leading to those roads and driveways within the development: and • Traffic control devices (including signs, marking, channelization and signals) for those roads and driveways within the development." We do not believe that our request contradicts the language. While there are differing opinions as to whether the Indian River Code of Ordinances is fully updated to comply with the most recent legislation, the items listed above are worthy of consideration. The first item, "access roads" is not relevant here since there are no improvements being considered there. In regards to the second and third items, each of those latter items is limited by "within the development" characterization. None of the improvements we have been required to undertake are within our development or even directly connected to our development. Instead the related improvements all are on property owned by Indian River County, not us. The roadways are public and certainly not exclusive to our Project. Even the existing access road is an easement that is shared with an assisted living facility located to the south. Rather than try and decipher or dispute the languageemployed in the Code, our position is simple. The traffic improvements we are being asked to undertake on Indian River Boulevard are modifications (extensions, expansions, and betterments) to existing conditions on a County Road justified by a traffic methodology and calculation that determined these are needed as a result of increased traffic (i.e. "capacity"). To that end, we believe strongly the costs thereof should deserve an offset against the requested Traffic Impact Fees. Traffic Impact fees are collected to pay for exactly these type of improvements. COSTS: Partial Cost Credit Request In the same denial letter from the Chief of Long Range Planning, it was pointed out that the cost estimate included as part of the original application ("Engineer's Estimate of Probable Costs") was not certified by a licensed Florida Engineer. This was an oversight and has since been executed by Aaron Bowles, P.E., VP, MBV Engineering. (These certified costs are now included herewith as Exhibit F.) Please note that the costs included in the Engineer's Estimate of Probable Costs are nowhere near the actual costs of these improvements to our Project. MBV Engineering informed us of the County's standard 164 allowable costs and the underlying methodology. Our actual costs per our General Contractor are approaching $500,000 while the possible credit shown is only $213,488. Without over -complicating this situation, this requested credit would still result in our "supplementing" the normal traffic impact fee burden. Irrespective of the County's format, our costs are real and have to be paid. There are no categories that we can simply exclude from our contractor's invoicing and we will pay for all materials and services related to the work = a figure far higher than what we are asking for as a credit. SUMMARY: am hopeful that the information provide herein will cause you to reexamine and reconsider the decision regarding our Traffic Impact Fee Credit Application. We feel the objective data and facts support that the capital road improvements we are required to construct were based on capacity and the related costs therefore are duplicative to the Traffic Impact Fees that are being assessed. We appreciate you taking the time to review this Appeal and encourage you to reach out should you have any questions or wish to discuss anything contained herein. Thank you for your time and consideration in advance. Respectfully, Patrick Marston On Behalf of Vero Beach MOB, LLC 165 EXHIBIT A: 166 Stated tumaround time (21 days) was not met on a single submittal prior to email to Commissioners and Administrator There is no dispute from County that there was no mention of any traffic light, secondary entrance, or road improvements to Indian River Boulevard in any comments until after the 2/14/2020 meeting. The cost of improvements first mentioned 240 days into the process is entailing additional costs to the project of in excess of $400,000. Obtaining_Site Plan approval took 271 days. The last minute costs being forced upon the Project seem to fall within the categories outlined in HB -7301 and eligible credit for Traffic Impact Fees• None of the recently required improvements are on Projects land but are rather are located on Indian River Boulevard - County Owned. Rational, equitable and compliant position would be to offset these costs against Impact Fees. 3 0 0 z0) 26 Days 271 Days 275 Days 275 Days 257 Days 271 Days improvements required on Indian River Blvd. (2/14/2020 - 240 8 N 3/16/20 3/20/20 N N O N 3/16/20 RESPONSE 41 O N <O N V 2/27/20 at g LC) LA Contacted Commissioners and III d Administrator requesting I — assistance (2/18/2020) W 2 CD CV oo CD CSI ICOMMENT3] 0 N CO...... N r 47 1 C. N N 48 I RESPONSE2 01 a N CO a- CD a- N f U CO V tr. WI N is Y 0 N Z CO m O) 36 CO 36 1 *TIS methodology only submittal Full TIS Report w.as held at County's request until Developer provided full response to all TRC meeting comments. • Vero Beach MOB, LLC I COM M ENisj CO c0 N f+] N CO Q OD h CO V OD in SUBMITTED 01 e- OD N 03 .. > CO QI 1 CO m W _) INDIAN RIVER COUNTY: a m a` County Review Timeframe Developer Response Major Site Plan 1 • County Review Timeframe Developer Response Land Clearing 1 1 County Review Timeframe Developer Response Tree Removal 1 County Review Timeframe Developer Response Cond. Concurrency 1 County Review Timeframe Developer Response TIS Review County Review Timeframe 1 Developer Response I 119-0021 166 EXHIBIT B: Pre-existing Traffic Conditions 9.;4 yy ZZAIT gsR Aa A 3888 INDIAN RAVER OOUIFVAR.D 167 EXHIBIT C: New Required Traffic Improvements (Colored Portions Only) 14•0 two•suksl. GEM P[C cof iv H NreJ1+V:rr+rn0 ig, . nSSIYn. Ycn `9N15N11133N14N3 ABINE; 7n 'eon 1QY39 omn 168 EXHIBIT D: Professional Engineer Letter TRAFFIC UMPACT GROUP, LLC TO: Patrick Marston, Optimal Outcomes FROM: Scott Israeison, P.E., PTOE DATE: 11 May 2020 RE: Required Improvement Medical Office Building TIA Vero Beach, FL Dar Mr. Marston, This letter serves as a reply to your previous email, in which you asked three questions regarding the Vero Beach Medical Office Building Traffic impact Analysis, the docacment's conclusions, and subsequent improvement requirements from Indian River County. (1) Do you stilt disagree with the County's process, assumptions, or conclusions? During our discussions with County staff, our analysis showed that vehicles taming Left out of the development to head north on Indian River Boulevard would experience acceptable levels of service (LOS). This analysis used a two-step left -tum movement that one commonly experiences across divided highways. County staff, however, disagreed with that analysis. Based on a "one-step" left - tam movement, the projected left -turn movement out of the driveway would experience LOS F. To answer your question, there is stilt disagreement between our analysis and County staff. (2) Do you stilt maintain those improvements were not required pursuant to the data, standards, arid processes you typically see in Florida? During our discussions with County staff, t maintained that the exit movement would function acceptably as proposed. However, the County has the authority and responsibility to make requirements of developers and this is no exception. The proposed improvement (left -turn aceeteration Lane), however, is not commonly found in Florida although Isuppose there are some locations where it exists. (3) Do you believe the position the County took was based on "capacity' or "operational" drivers? County staff directed the analysis to examine a "one-step" Left turn out of the development. That analysis resulted in 105 F. The County determined that it was deficient, therefore, the improvement can be considered a "capacity" improvement. Please contact me at scott@traffic-impact.com or by phone at 407.607.6985 with any questions. wkw.trafflc-impact.com 2180 West SR 434, Suite 6000, Longwood, FL 32779 1 1 P a g e 169 EXHIBIT E: Rejection Letter April 24, 2020 Aaron Bowies, P.E. I3 V Engineering, Inc. 1835 20`h Street Vero Beach, FL 32960 INDIAN R.rVER COUNTY COMM TY DEVELOPMENT DEPARTMENT 1801 27th Street, Vero Beach FL 32960 772-2.26-12.37 /'772-978-.1806 fax w►rev, ircgov.com RE: Patrick Marston/Vero Beach MOB, LLC Application for Traffic Impact Fee Credit Agreement for Acceleration Lane, .Deceleration Lane, Raised Median Island, and Landscape Repair in Indian River Boulevard ROW to Access Property Parcel i# 32-39-25-00000-5000-00001.0 Dear Mr. Bowles: This is to inform you that your Application on behalf of Vero Beach MOB, LLC for a Traffic impact Fee (TIF) Credit Agreement for acceleration lane, deceleration lane, raised :median island, and Iandscape repair in Indian River Boulevard Right -Of -Way (ROW) to access the above referenced property parcel was electronically received by Planning Division staff on April 21, 2020 and was subsequently reviewed for completeness and for eligibility consistent with Title X of the Indian River County Code of Ordinances. With respect to application completeness, _please be advised that Planning Division staff reviewed the application submittal and found it to be incomplete. Item iV,2.b) of the application states that an "estimated construction cost prepared and certified by a duly qualified and licensed Florida Engineer" be provided. While the submission includes an "Engineer's Opinion of Probable Cost" sheets, those sheets are not certified by a duly qualified and licensed Florida Engineer. Hov ever, in an effort to be responsive to the applicant, staff has proceeded with a review of the application for eligibility as submitted, With respect to eligibility, please be advised that Title X, Section 1010.04(6) of the Indian River County Code of Ordinances states that no traffic impact fee credit shall be granted for site -related improvements, including but not Limited to: • access roads leading to and from the development; • acceleration and deceleration lanes; and right and left turn lanes leading to those roads and driveways within the development; and traffic control devices (including signs, marking, chan_nelization and signals) for those roads and driveways within the development:. •. Planning Division staff coordinated with ;Rich Szpyrka, County Public Works Director on this requirement and the proposed improvements and confirmed that the proposed improvements de notquJify for traffic impact :fee credit. Should you have any questions, feel free to contact me at (772) 2.26-12.50. Sincerely, ceal— Bill Schutt, AICD Chief, Long -Range Planning 170 EXHIBIT F: Certified Engineer's Estimate of Probable Cost N!MBV ENGINEERING, INC. VIOLA BOW SYfL AMIZAM1 IA3SQCCATE3 www.mbveng.com CA N3rz8 ENGINEER'S OPINION OF PROBABLE COST 1947021 Vero Beach MOB Off -Site Road Improvements - Decel and Accel lanes ' Item MASTER- FORMAT ;(48- . FOOT. ice, 12,000 SF_ $4.30 ,. 2 - No. _DIVISIONS} IPay item .. Description 4uan6iy Unit Unit Price Amount LANDSCAPE CONTRACTOR IAII Rtaht-o 1 J05701 2 800 LF of $OO x 15' W 12,000 SF_ $4.30 53,600.00,, 2 514;435,00 05701 2 Water Trudy 4 EA •. 3500.00 52.000.00, Silt Fence 300 ' LF 53.15 Landscaping Subtotal 55,600.00 II. DECEL LANE(Southbound- IRB) 3 11600 0102 1 Maintenance of Traffic 1 1 LS 514;435,00 514,435.00 4 11700 0104 13 1 0104 13 2 Silt Fence 300 ' LF 53.15 5945.00 5 11840 0327 70 1 Sawcut Edge of Asphalt 241 LF 53,05 5735.05 6 11900 0327 70 30 Dcmo!Remove_Ettsiinq Asphalt & Base 95 SY 523.40 $2,223.00 7 12000 0120 4 Strip & Remo_ve_Topsail Rough Grade to Subgrade Import spread & Compact Fill 35 1 _ _ 120 CY LS CY 541.25 54,183.00 523.85 $1,443.75 $4,183.00 52,852,00 8 12100 9 12200 10 12300 Final Grade Off-site Area 1 LS 52 820.00 $2,1320.00 11 12400 0160 6 12" Stabfized Subgrade Compacted to 98% of Max. 287 SY 52225 56 355,75 12 12500 285706 8' Cogiiina LBR 100, Compacted to 98% of Max. 235 SY 523.30 55,475.50 13 12600 Prime Coat 210 SY 32.80 $588,00 14 12700 0334 1 11 1.5" Asphalt Type SP -12.5 1st Lift - _ 210 SY 322.70 54,767.00 15 12800 Tack Coat - 210 SY 51.95 $409,50 16 12900 0334 1 11 i" Asphalt Type SP -9.5 2nd Lift _ _210 SY S20.40 $4,284.00 17 13000 E705 142 Remove Existing Striping by Grinding! Sandblasting 1 LS 5518.30 _ 5518.30 18 13100 0709 11101 6" White Thermo. w/ Temp Paint__ 480 LF $1.30 5624.00 19 13200 0709 11122 8" White Thermo. w/ Temp Paint 50 LF 51,50 $75.00 20 13300 0709 11124 18" White Thermo. .'Temp Paint 38 15 $4.30 5163.40' 21 - 13400 0711 11170 Arrows - Thermo. Wi Temp Paint 2 EA 59150 3183.00 22 13500 0916707 1 RPM'S 16 EA 55,20 583.20 Decel Lane (Southbound -IRC) Subtotal $53,003A5 111. MEDIAN - RAISED MEDIAN (ISLAM_-_ 23 11600 01021 Maintenance of Traffic 1 LF 52,000.00 52 000.00 24 11800 0327 70 1 _ Sawcut Edge of Asphalt 300 LF $3.15 _ , 5945.00 25 11900 0327 70 30 Demo f Remove Existing Asphalt _ 280 SY 514.00 _ 53,920.00 26 12400 01608 0520 2 8 12" Compacted Subgrade Type E Curb 280 300 SY LF $6.00 $24.50 - 51,680,00 57,350.00 27 25 0350 3 1 6" Concrete inside Island 280 SY $46.00 512,880.00 _ Raised Median (Island) Subtotal_ _ 528,775.00 1635 20th Street Vero Beach, FL 32960 772369.0035 Fax 772.778.3617 1150 W Eav Gafic 81vd, Suite H 806 Delaware Avenue 901 Martin Daras 84.d_ Suite 203 Ntlbaur e..FL 32935 FL Pierce. FL 34950 ' Palm City, FL 34990 321.253.15101 oft 77296&9055 772.424.9959 - Fax: 321.253,091 I Fax 772.7783617 Fax 772.776.3617 171 tem MASI Eli- FORMAT• (48_ .FDOF. - IS • No. DMSION .P item . Dosed tion ' Quanti Unit : Unit Price Amount tv. ortnnounp - 29 11600 0.102.1 Maintenance of Traffic _ 1 IS $10,000.00 510,000.00 30 11700 01044!0413 1321 Silt Fence 600 IF $3.35 $2,010.00 31 11800 0327 701 Sawcut Edge of Asphatt _ 580 IF 53.15 $1,827.00 32 11900 0327 70 30 Demo/Remove Existing Asphalt &Base 65 SY 524.00 $1,550.00 33 .12000 0120 4 Strip & Remove Topsoil -_ 260 CY 545.75 $11,895.00 34 12100 Rough Grade to Subgrade 1 LS 512,000.00 512,000.00 35 12200 _ _ Import Spread & Compact Fill 390 CY 326.00 $10140.00 3.6 12300 _ Final Grade Median Area ' 1 LS $8,000.00 _ $8.000.00 37 12400 01606 12 -Stabilised Sub9rade 8' Coquina Baserock 800 720 SY SY _ S22.25 523.30 517,800.00 38 12500 285706 $16,776.00 39 12600 - Prime Coat 650 _ SY $2.80 $1-820.00 40 12700 0334 1 11_ 1.5" Aasphatt Type SP 12.51 st Lift 650 SY 522.70 514,755.00 41 - _12800 Tack Coat _ 650 SY .$1.95 51,267.50 42 12900 0334 1 '11 1" Asphalt TypeSP 9.5 2nd lift 650 SY 520.40 S13,260.00 43 13400 0709 11124 Thermo. vs/ Ternp Paint & Signage 1 LS 52.000.00 52,000.00 Acceleration Lane (Northbound - IRB) 'Subtotal $125,110.50 Certified by: TOTAL OF IMPROVEMENTS $212,488.95 0.01111inio// e��55313 7 i,a. 1ofE SIMS OF ��� j 111 �Z020 Aaron $o✓tles, P.E.Date IONA- \\\� 1111111111" 2 or 2 172 BOARD OF COUNTY COMMISSIONERS May 17, 2020 Mr. Patrick Marston Optimal Outcomes, LLC 435 5th Avenue N, Suite 200 St. Petersburg, FL 33701 Via e-mail: pmarston(a,optimal-outcomes.com Re: Vero Beach MOB, LLC Traffic Impact Fee Credit Appeal Dear Mr. Marston: On May 12, 2020, Vero Beach MOB, LLC submitted an appeal of Bill Schutt's letter to Aaron Bowles, MBV Engineering, Inc., dated April 24, 2020, which conveyed that the proposed improvements to Indian River Boulevard do not qualify for traffic impact fee credit. In his letter, Mr. Schutt stated that the application, which was received by Community Development staff on April 21, 2020, was reviewed for completeness and eligibility. He stated the application was found to be incomplete, but still staff proceeded with the review for eligibility in an effort to expedite the project. Community Development staff coordinated with Public Works, and determined that the proposed improvements did not qualify for traffic impact fee credits in accordance with Section 1010.04(6) of the Indian River County Code of Ordinances (the "Code"), which state that no credit shall be given for site -related improvements, including but not limited to: • Access roads leading to and from the development; • Acceleration and deceleration lanes, and right and left turn lanes leading to those roads and driveways within the development; and • Traffic control devices (including signs, marking, channelization and signals) for those roads and driveways within the development. Pursuant to Sections 1000.14 and 100.06 of the Code, I have reviewed the appeal submitted on May 12, 2020, along with the supporting documentation. It should be noted that the appeal submittal raises several issues that are not directly related to the impact fee credit determination. This letter will only address the pertinent points that relate to the impact fee credit and the appeal at hand. Please be aware that silence on any other assertions does not imply agreement with those points. Based upon my review of the appeal, I concur with staff's determination that the improvements are not eligible for impact fee credits as they are not allowed per Section 1010.04(6). OFFICE OF THE COUNTY ADMINISTRATOR INDIAN RIVER COUNTY 1801 27'11 Street, Vero Beach, Fl. 32960-3388 PHONE: 772-226-1408 173 BOARD OF COUNTY COMMISSIONERS Furthermore, Section 1010.04(1) only allows for impact fee credits for "...improvement(s) listed on the 20 -year Capital Improvement Plan of Indian River County..." The required improvements discussed in your appeal are not included in the County's Capital Improvement Plan. Section 1010.04(6)(C) also states, "No credit shall be given for improvements...." unless such improvements meet "an expansion need of the county's road network system...". Even if the improvements met all of the other requirements, which they do not, the improvements made are not an expansion of the County's road network system. Therefore, they are not eligible for impact fee credits per Section 1010.04. The provisions of Section 1010.04(10), which limit the types of non -site related improvements eligible for impact fee credits, are also instructive in this case. This Section allows credit for the following improvements, among others: • . Construction of new turn lanes (not related to the project site) (emphasis added) • Purchase and installation of traffic signalization, including new upgraded signalization and other traffic control devices (not related to the project site) (emphasis added) • Construction of curbs, medians, and shoulders (not related to the project site) (emphasis added) In summary, while Section 1010.04 allows impact fee credits for non -site related improvements, credits are excluded if those non -site related improvements are related to the project site. This further bolsters the point that the intention of Section 1010.04 is not to allow impact fee credits for site related improvements like those proposed for the Vero Beach MOB, LLC project. In conclusion, I am denying the appeal. Pursuant to Section 100.06 of the Code, you have the right to appeal my decision to the Indian River County Board of County Commissioners within ten (10) working days of my decision. Sincerely, m,„„, Jason E. Brown County Administrator cc: Dylan Reingold, County Attorney Philip Matson, Community Development Director Richard Szpyrka, Public Works Director Bill Schutt, Chief, Long Range Planning OFFICE OF THE COUNTY ADMINISTRATOR INDIAN RIVER COUNTY 1801 27th Street, Vero Beach, Fl. 32960-3388 PHONE: 772-226-1408 174 Section 1010.04. - Credit against payment of traffic impact fees. (1) Any person who shall commence any land development activity generating traffic may apply for a credit against any fee owed pursuant to the provisions of this chapter for any improvement listed on the 20 -year Capital Improvement Plan of Indian River County or the 20 -year Capital Improvement Plan of any municipality participating in this chapter, including any contribution, payment or construction made pursuant to a development order issued by Indian River County or any participating municipality pursuant to its local development regulation or Section 380.06,. Florida Statutes, or any additional development requirement imposed by the Florida Land and Water Adjudicatory Commission on a development of regional impact. (2) The credit shall be in an amount equal to the market value of the capital improvement on the date of the contribution, payment, construction or land dedication. No credit shall exceed the fee for the proposed impact generating activity imposed by this chapter, unless a credit (developer's) agreement is completed which provides use of excess credits and stipulates how the excess credits will be applied toward additional lands owned by a developer within the same traffic impact fee benefit district. No credit shall be granted for any costs, contribution, payment, construction or land received by Indian River County or any municipality participating in this chapter where such costs were incurred or contributions made in relation to development for which a building permit was issued prior to March 1, 1986. (4) No credit shall be granted for any costs, contribution, payment, construction or land received by Indian River County or any municipalityparticipating in this chapter if said costs, contribution, payment, construction or land dedication is received or made before a credit agreement is approved by the county administrator or his designee and is fully executed by all applicable parties. Any claim for credit not so made and approved shall be deemed waived. The determination of any credit amount shall be undertaken through the submission of a proposed credit agreement, on an application form provided by the county, to the county director of community development for initial review before submission to the county administrator. Within twenty (20) days of receipt of a proposed credit agreement, the community development director or his designee shall determine if the proposal is complete. If it is determined that the proposed agreement is not complete, the director of community development or his designee shall send a written statement to the applicant outlining the deficiencies. The county shall take no further action on the proposed credit agreement until all application submittal deficiencies have been corrected or otherwise settled. (6) Once the proposal is determined to be complete, the county administrator or his designee shall, within thirty (30) days of such a determination, review the proposed agreement, and shall approve said agreement if the provisions and requirements of this chapter are satisfied. (A) No credit shall be given for site -related improvements or site -related right-of-way dedications. (B) Site -related improvements are capital improvements and right-of-way dedications for direct access to and/or within a development. Direct access improvements include, but are not limited to, the following: 1. Access roads leading to and from the development; 2. The paving and/or improvement of a thoroughfare plan roadway segment, where such improvement is necessary to provide paved access to and from the project, if the roadway segment is not scheduled to be improved within five (5) years from the time of the credit agreement, as shown on the adopted capital improvements program; 3. Driveways and roads within the development; 4. Acceleration and deceleration lanes, and right and left turn lanes leading to those roads and driveways within the development; (3) (5) 175 (7) 5. Traffic control devices (including signs, marking, channelization and signals) for those roads and driveways within the development. (C) No credit shall be given for improvements or right-of-way dedications unless such improvement(s) or dedication(s) meets an expansion need of the county's road network system and is identified either in the county's twenty-year transportation capital improvements program or in the transportation capital improvements program of a municipality participating in this chapter. All required right-of-way dedications and/or roadway improvements which are compensable and made by a fee payer subsequent to October 9, 1992, shall be creditable against road impact fees otherwise due or to become due for the development that prompted the county or the municipality to require such dedications or roadway improvements. Such credits shall be determined as provided as set forth herein. (8) Credit for the dedication of non -site related right-of-way shall be valued on the date of the dedication at hundred fifteen (115) percent of the most recent assessed value by the Indian River County property appraiser or, at the option of the fee payer, by fair market value established by an independent private appraisal approved by the county public works department and at no expense to the county. Credit for the dedication of right-of-way shall be provided when a credit agreement has been approved by the county administrator or his designee and when the property has been conveyed at no charge to and accepted by the county or, if appropriate, a municipality participating in this chapter in a manner satisfactory to the governing body to which the dedication is made. As part of the referenced county credit agreement, the applicant shall supply to the county at his or her own expense, the following: (A) A drawing and legal description of the land; and (B) A certificate of title or title search of the land. To receive a credit for construction of non -site related road improvements, an applicant shall submit to the county director of community development a proposed credit agreement application pursuant to this chapter, along with engineering drawings specifications, and construction cost estimates prepared and certified by a duly qualified and licensed Florida Engineer. The county director of community development or his, designee will coordinate review and approval of the application with the county public works director. The county public works director shall determine credit for roadway construction based on either these costs estimates or an alternative engineering criterion and construction cost estimate ifthe county public works director determines that such estimates submitted by the applicant are either unreliable, inaccurate or in excess of normal construction costs for such project. (10) Credit for non -site related construction is limited to capital improvements. A capital improvement includes engineering design studies, land surveys, permitting, and construction of all necessary features for any road construction project including, but not limited to: (A) Construction of new through lanes; (B) Construction of new turn lanes (not related to the project site); (C) Construction of new bridges; (D) Construction of new drainage facilities in conjunction with new roadway construction; (E) Purchase and installation of traffic signalization, including new upgraded signalization and other traffic control devices (not related to the project site); (F) Construction of curbs, medians, and shoulders (not related to the project site); and (G) Relocating utilities to accommodate new roadway construction. (11) In order to maintain the pro rata or proportionate share purpose of the Fair Share Roadway Improvement Ordinance, it is necessary that a uniform method be used countywide in determining credit against fee. Therefore, the county, when considering compensation or credit for road right -of - (9) 176 way, shall apply the right-of-way standards it has established in the unincorporated areas throughout the entire county. Accordingly, dedication of the minimum local road width (sixty (60) feet with swale; fifty (50) feet with curb and gutter) is non -compensable, thus putting the unincorporated areas and the incorporated areas in the same posture and thereby maintaining the integrity of the pro rata or proportionate share concept. (12) Credits shall not be transferable from one project or development to another without the approval of the county administrator or his designee. Credit transfers maybe approved only when the project or development where the credits are being transferred from is within the same impact fee district as the project or development where the credits are being transferred to. (Ord. No. 2005-015, 5-17-05) 177 r�pD nORTHOPAEDICS m u(kUNEUROLOGY THE STRENGTH OF EXPERIENCE www.VeroOrtho.com VIA EMAIL. May 19, 2020 Commissioner Susan Adams Commissioner Joseph E. Flescher Commissioner Tim Zorc Commissioner Peter D. O'Bryan Commissioner Bob Solari 1801 27th St., Bldg A Vero Beach, FL 32960 Vero Beach Office 1155 35th Lane, Suite 100 Vero Beach, FL 32960 Phone: (772) 569-2330 Fax: (772) 569-8349 Vero Beach MOB, LLC 1155 35th Lane Ste 100 Vero Beach, FL 32960 pinaiston optimal-oi tcoines.com 'davison@veroortlio.com RE: Vero Beach MOB, LLC Appeal for Traffic Credit Impact Fee Application Sebastian Office 801 Wellness Way, Suite 100 Sebastian, FL 32958 Phone: (772) 388-9510 Fax: (772) 388-1659 Dear County Commissioners: Please accept this correspondence as a formal second Appeal of the County's decision to disallow Traffic Impact Fees Credit related to the Vero Beach MOB project being developed on the west side of Indian River Boulevard between 37th Street and 41st Street (the "Project"). The original application was submitted on April 15, 2020 with a subsequent Appeal submitted on May 12, 2020. Both the original application and the subsequent Appeal were denied and we are hereby reaching out to the Commission with a final attempt to garner support for the Traffic Impact Fee Credit. Vero Beach MOB, LLC is a partnership between Optimal Outcomes, LLC and the partners of Vero Orthopaedic & Neurology ("VON") = a leading, well-respected provider of orthopaedic and related services. VON serves more than 100,000 residents of Indian River County and provides immeasurable charitable care to the community. The Project, anchored by VON, entails a new 66,000 sq. ft., two-story, Class -A medical office building and surgery center that will improve access and quality of service for thousands of Indian River County residents. The previous Application and Appeal were denied largely on the basis of exclusions and exculpatory language within the Indian River County Code of Ordinance. We conversely have not attempted to rely upon entirely the IRC Code but rather more recent legislature, namely HB 7103. While not confirmed, we suspect the IRC Code has not been updated to incorporate this legislation but we believe State Law should supersede. That said, we also do not concur with the County's prior basis for denial. and believe the interpretation of the County Code -is subjective in many cases and therefore open to interpretation. Seth Coren, M.D. 1 Erin Forest, M.D. 1 Barry Garcia, D.O. 1 Guy Hickman, Jr., M.D. 1 Aaron M. Howell, D.O. William Kane, M.D. 1 Michele Ofner, M.D. 1 Joao (Joe) Panattoni M.D. 1 John Peden, M.D. Craig A. Popp, M.D. 1 Kent Smillie, M.D. 1 Amber Morra, D.P.M 1 Jason Stack, M.D. By way of summary, during the extensive and time course of attempting to garner site approval for the proposed project we were notified on February 14, 2020 - more than 240 days after the initial meeting and multiple subsequent meetings, calls and submittals—that our plans needed to include multiple traffic improvements on Indian River Boulevard. While there was absolutely no previous reference to any of these required traffic improvements, we believe the costs thereof represent capital improvements that should be paid for with Traffic Impact Fees collected in the traditional manner. We question the logic and, despite not being attorneys, the legality of assessing a project traffic related capital improvement (as well as the related costs) and then also assessing broad based Traffic Impact Fees according the County's Traffic Impact Fee schedule without an offset. • We believe this is duplicative and burdening the project with charges for the same intended use. • We believe this process is not consistent with the intent of HB 7103 ratified in June 2019. • We believe these improvements — all located on County owned land — are not exclusive to our project. +. We believe - and County staff has acknowledged — these last minute revisions were related to concerns over "capacity" and additional trips. • We believe Traffic Impact Fees are collected to pay specifically for these types of capital traffic improvements so it seems inequitable that we would pay the costs and be assessed ordinary Traffic Impact Fees. We are not seeking to avoid Traffic Impact Fees but rather to realize a credit for the costs of the traffic improvements required by the County that are being paid for by us. The amount of the credit requested in the application is significantly below the total actual costs of said improvements ($213K versus actual cost approaching $500K). We fully acknowledge and realize we will be paying Traffic Impact Fees- it's the cost of progress and the responsibility of enjoying and supporting necessary infrastructure. We simply do not believe it is equitable for us to be paying both without an offset. The general question comes to mind is: If Traffic Impact Fees are "one time charges applied to new development, providing revenue designed to accommodate capacity producing capital improvements to accommodate the demand for those improvements generated by new development in order to maintain adopted levels of service" AND we are being required to pay directly for those capital improvements as determined by the County, where is the rest of the money going? We respectfully ask that you review. the documents accompanying this letter and reflect upon the intent of Traffic Impact Fees. Hopefully you will concur that the economic burden placed on our Project is not equitable or in line with the customary method or intent of assessing costs to a community development. We are looking forward to adding a wonderful project to Indian River County will further enhance healthcare services for the community at Targe. 179 We are pleased to answer any questions that you may have and look forward to the opportunity to discuss this matter with the Commission as soon as possible. Thank you in advance for your time, 'Patrick Marston On Behalf of Vero Beach MOB, LLC 1 er Davison, Chief Executive Officer Vero Orthopaedics & Neurology D; President dies•& Neurology 180 06/02/2020 11.A. Vero Beach MOB, LLC Appeal of County Administrator's Decision Vero Beach MOB Appeal - Timeline 06/0,/2020 11.A. • April 21, 2020 —Vero Beach MOB submitted application for impact fee credits • April 24, 2020 -Community Development denied the application due to ineligibility per Section 1010.04, IRC Code • May 12, 2020 —Vero Beach MOB appealed decision to County Administrator per Section 200.06, IRC Code • May 17, 2020 —County Administrator denied appeal due to ineligibility per Section 1010.04, IRC Code • May 19, 2020 —Vero Beach MOB appeals County Administrator decision to the Board of County Commissioners per Section 100.06, IRC Code • June 2, 2020 —Consideration of appeal by Board of County Commissioners z 06/02/2020 11.A. Vero Beach MOB Appeal - Background o6lo2l2o2o 21.A. As part of the site plan approval process, Vero Beach MOB was required to install certain site -related improvements Initial review of the traffic counts indicated that a signalized intersection would be necessary. Staff worked with the applicant to find a lower cost solution that provided safe operations. These include: • Installation of northbound acceleration land adjacent to inside northbound lane of Indian River Blvd. • Installation of traffic separator ("pork chop") to ensure the safe operatoion of the northbound left turn movement into the project and eastbound to northbound movement of traffic exiting the project. • Extension of existing southbound right turn lane from Indian River Blvd. into project entrance a 06/02/2020 11.A. Vero Beach MOB Appeal — Section 1010.04, IRC Code 06/0211020 '1 Section 1010.04(6) states; • (A) No credit shall be given for site-relatedimprovements or site - related right-of-way dedications. • (B) Site -related improvements are capital improvements and right-of- way dedications for direct access to and/or within a development. Direct access improvements include, but are not limited to, the following: • 1. Access roads leading to and from the development; • 2. The paving and/or improvement of a thoroughfare plan roadway segment, where such improvement is necessary to provide paved access to and from the project, if the roadway . segment is not scheduled to be improved within five (5) years from the time of the credit .. agreement, as shown on the adopted capital improvements program; • 3. Driveways and roads within the development; • 4. Acceleration and deceleration lanes, and right and left turn lanes leading to those roads and driveways within the development; • 5. Traffic control devices (including signs, marking, channelization and signals) for those roads and driveways within the development. (emphasis added) Vero Beach MOB Appeal — Section 1010.04, IRC Code The required site related improvements meet the descriptions that are excluded from receiving impact fee credits in Section 1010.04(6). Therefore, these improvements do not qualify for traffic impact fee credits. 1E0- 06/02/2020 11.A. Vero Beach MOB Appeal — Section 1010.04, IRC Code 06/0,12020 n.A., Additionally, Section 1010.04(1) states; • (i) Any person who shall commence any land development activity generating traffic may apply for a credit against any fee owed pursuant to the provisions of this chapter for any improvement listed on the 20 - year Capital Improvement Plan of Indian River County or the zo-year Capital Improvement Plan of any municipality participating in this chapter, including any contribution, payment or construction made pursuant to a development order issued by Indian River County or any participating municipality pursuant to its local development regulation or Section 380.06, Florida Statutes, or any additional development requirement imposed by the Florida Land and Water Adjudicatory Commission on a development of regional impact. (emphasis added) Vero Beach MOB Appeal — Section 1010.04, IRC Code o6lo2hozo zz.A. The site related improvements are not in the County's Capital Improvement Plan, nor the CIP of any of the municipalities. Therefore, in accordance with Section 1010.04(1), no impact fee credit is available for the improvements. Please note that this section is the prerequisite for requesting a credit, which would need to be met prior to applying the criteria in Section 1010.04(6). W-4 06/02/2020 11.A. Vero Beach MOB Appeal — Section 1010.04, IRC Code 06102/2020 21.A. Additionally, Section lolo.04(6)(C) states; (C) No credit shall be given for improvements or right-of-way dedications unless such improvement(s) or dedication(s) meets an expansion need of the county's road network system and is identified either in the county's twenty-year transportation capital improvements program or in the transportation capital improvements program of a municipality participating in this chapter. This further buttresses the intent of Section 1010.04(1) to not. provide impact fee credits for improvements that are not identified in the CIP. Vero Beach MOB Appeal — Section 1010.04, IRC Code 0610212020 22.A. As outlined before, Section 1010.04(6) disallows impact fee credits for site related improvements. Section 1010.04(10) allows credits for certain non -site related improvements. However, this section is instructive in this case. Section 1010.04(10) states; • (10) Credit for non -site related construction is limited to capital improvements. A capital improvement includes engineering design studies, land surveys permitting, and construction of all necessary features for any road` construction projectincluding, but not limited to: • (A) Construction of new through lanes;• • (B) Construction of new turn lanes (not related to the project site); • (C) Construction of new bridges; • (D) Construction of new drainage facilities in conjunction with new roadway construction; • (E) Purchase and installation of traffic signalization, including new upgraded siggnalization and other traffic control devices (not related to the project site); • (F) Construction of curbs, medians, and shoulders (not related to the project site); and • (G) Relocating utilities to accommodate new roadway construction. 10 06/02/2020 11.A. Vero Beach MOB Appeal — Section 1010.04, IRC Code 06/02/2020 11.A. Section 1010.04(10) explicitly disallows credits for non -site related improvements such as turn , lanes, when those improvements are related to the project site. Therefore, the clear intent of Section 1010.04, which governs impact fee credits is to disallow them for site related improvements. 11 Vero Beach MOB Appeal — Section 1010.04, IRC Code 06102/2020 11.A. In summary, the required site related improvements for the Vero Beach MOB project are not allowed for the following reasons: 1. The site related improvements are not included in the County's CIP (1010.04(1) and 1010.04(6)(C)) and do not meet an expansion need of the County's road network system (1010.04(6)(C)). 2. Traffic impact fee credits are explicitly disallowed for the types of site related improvements for this project (1010.04(6)). r 12 (SO 6 06/02/2020 11.A. Vero MOB Beach Appeal Other Pro site Recent ecus vskfm related improvements 06/02/2020 a1.A. Wawa and McDonald's ® SR 6o & 1-95 • 13 Vero MO Beach Appeal Other Pro .ite Recent gigg *RN related improvements 06/02/2020 11.A. Wawa and McDonald's ® SR 6o & 1-95 14 (80.7 Vero MOB Beach Appeal Other Recent Projects site related mprovements 06/02/202o u.A. Vero OB Beach Appeal Other Recent Projects site related improvements o61o2l2ozo n.A. ii.. ..5:.1r 06/02/2020 11.A. Dollar General @a Oslo Road & Old Dixie Dollar General ® Oslo Road & 011d Dixie 15 26 ( ' - 8 Vero MOB D each Appeal Other D re site Recent e@ts wth related improvement6 06 to 2 / 2 o 2 o 11.A. 06/02/2020 11.A. • : . pAege College Ln College Ln Reserve at Vero Beach — College Lane 17 Vero MOB Bea@h Appeal Other Recent Projects site related mprovements o 6/o 212 o o 11. A. ..t.7.:,_•17 -77:7-777777.77:777W. Reserve at Vero Beach — College Lane 18 9 06/02/2020 11.A. Vero MOB Beach Appeal Other Pro site Recent vela related improvements 06/02/2020 2I.A. rF rs: 1 --1 '4 f5', - • yy l.,t , _, s i a i <. 00101.0.1212.70001:12 , r CW Willis Family Farms — 370o Oslo Road 19 Vero MOB Beach Appeal Other Pro site 0 Recent ecus related mprove.me.nt's 06/02/2020 22.A. CW Willis Family Farms — 370o Oslo Road 20 06/02/2020 11.A. Vero MOB Beach Appeal Other Pro site Recent ectLs aft related improvements 06/02/2020 11.A. CW Willis Family Farms — 370o Oslo Road 21 Vero MOB Beach Appeal Other Pro site Recent ects alto related improvements 0610212020 21.A. 4• 0F'�'✓Iit\ 'moi; ,Arffysi""tt4r: • "y. ,,,1t Cd1GX13 f —).0.k ' " V ,, , +cam IN`, "I1 ''.' lielagrrf rtim,r, CW Willis Family Farms — 370o Oslo Road 22 06/02/2020 11.A. Vero MOB Beach Appeal Other Recent Projects site 0 Wah related rove me.nts 06/02/2020 ss.A. -r-,.. . , r---,-.-- tri.-!,...._,..... 00. u 't 4 • Google Earth Staybridge Suites/Murphy Express, etc. — 51.00 SR 6o 23 Vero MOB Beach Other eal Recent Projects site aqt related improvements 06/02/2020 Staybridge Suites/Murphy Express, etc. — 5100 SR 6o 24 06/02/2020 11.A. lh Vero MOB Beach Appeal Other Pro site Recent ecus vskh related improvements 0610211020 11.A. Orchard Park — 58th Ave. & 1st Street SW 25 Vero MOB Beach Appeal Other Q Recent Projects site vAIRN related improvements Engineer's certified cost estimate - $225,865.40 (6/2017) 061o112oz0 11. A. Orchard Park — 58th Ave. & 1st Street SW 26 [g0 - 13 06/02/2020 11.A. Vero Beach MOB Appeal — Projects with non -site related improvements • Waterway Village — 53rd St. Construction & 58th Ave Vero Beach MOB Appeal — Projects with non -site related improvements 06/02/2020 u.A. A. The Developer shall receive traffic impact. fee credits. for all design, engineering, permitting, and construction costs associated with 58th Avenue and 53hd Street paid or contributed by the Developer, except for those costs associated with site -related turn lanes, site -related traffic control measures, and any landscaping in excess of the landscaping required by County Ordinance or Regulations ("non -reimbursable costs"). Such impact fee credits and costs will include the design configuration of 53`h Street, recognizing that the eagle located within the Development precludes running the roadway in a straight line from Old Dixie Highway to 58th Avenue. The Developer: shall construct 43n° Avenue, 51" Court, and 49th Street improvements within the project or along the project frontage at the Developer's sole cost with no impact fee credits allowed. The Developer shall construct sidewalks required by the Amended and Restated Development Order and the approved Planned Development Plan at the Developer's sole cost and expense with no impact fee credits allowed. Waterway Village — 53rd St. Construction & 58th Ave 28 63' 14 06/02/2020 11.A. Vero Beach MOB Appeal — Projects with non -site related improvements Woodfield — 58th Ave. & SR 6o Intersection Improv. Vero Beach MOB Appeal — Projects with non -site related improvements Yt. rIt • 7 1 ltp- 15 06/02/2020 11.A. Vero Beach MOB Appeal — Projects with non -site related improvements Pointe West — 2.6th Street 82nd Ave. to 74th Ave. ($86k) Vero Beach MOB Appeal — Conclusion 06/02/2020 II.A. Staff recommends that the Board of County Commissioners deny the appeal by Vero Beach MOB, LLC, based upon the information provided which shows that the site related improvements are not eligible for traffic impact fee credits, per Section 1010.04, IRC Code. r-- 32 - 16 06/02/2020 11.A. Vero Beach MOB LLC Appeal 06/02/2020 n.A. Questions and comments? L 33 Vero Beach MOB LLC Appeal 06/02/2020 n.A. Additional Information as Needed Below 34 b 17 06/02/2020 11.A. Vero Beach MOB LLC Appeal 06/02/2020 31.A. Section 1010.04(9) states; (9) To receive a credit for construction of non -site related road improvements, an applicant shall submit to the county director of community development a proposed credit agreement application pursuant to this chapter, along with engineering drawings specifications, and construction cost estimates prepared and certified by a duly qualified and licensed Florida Engineer. The county director of community development or his designee will coordinate review and approval of the application with the county public works director. The county public works director shall determine credit for roadway construction based on either these costs estimates or an alternative engineering criterion and construction cost estimate if the county public works director determines that such estimates submitted by the applicant are either unreliable, inaccurate or in excess of normal construction costs for such project. I 35 Vero Beach MOB LLC Appeal MtwbiF�i.i.�r n. .haa ` . ,,�_ - 64 ' ..— [ 1. 7 ��s�Y.Cii a: mt.n... A.�' .. rYr+llm FORS•.. Hr '.bbr x. bnriRR ..rr.. 0.0.0.1 o...r, w t.w..w ...... wemee.m p.a.a.r�. '^M•'�filiii�il2'ih:•7if. '3� Il; —fl Liz -,,,ill4R.1 ! 1RR� •1T31�'J :7 2'd.� i. Eta - 111 :.'iILX7 a a , .: :nu. n. r=uns.rI ��Sl3 N +i_i' . n I•:1 0.130 A}�T� 1'�•:Tt67��7.�.^I1 T.l� � tSY �.c .••• -:&.0-7., ter[ . Cwt. N, TOTKO1 WROVEKFNIY 112,41010 n 43151 7. ,1110 {mw375 C10 Engineer'sCost Estimate = $212,488.95 l.t 06/03/2020 n.A. 36 18 06/02/2020 11.A. Vero Beach MOB LLC Appeal o61o,I2ozo n.A. Section 1010.04(2) states; • (2) The credit shall be in an amount equal to the market value of the capital improvement on the date of the contribution payment, construction or land dedication. No credit shall exceed the fee for the proposed impact generating activity imposed by this chapter, unless a credit v(d (developer's) of is completed which provides e o excess credits and stipulates how the excess credits will be applied toward additional lands owned by a developer within the same traffic impact fee benefit district. The traffic impact fees for this project total $277,349.49 r-• 37 Vero Beach MOB LLC Appeal 06/02/202o n.A. Original Traffic Impact Study received 89 page document 38 I,C/O - 19 06/02/2020 11.A. Vero Beach MOB LLC Appeal — Original Traffic Impact Study Vero Beach MOB LLC Appeal — Original Traffic Impact Study 1bo-20 06/02/2020 11.A. Vero Beach MOB LLC Appeal 06/02/2020 11.A. • June 19, 2019 the Applicant's Design Team provided a response letter to IRC Staff addressing March 26, 2019 pre -application comments and requesting a TRC meeting. In the comment letter to Staff the approved Traffic Methodology (TM) was included. It should be noted that the TM was approved earlier in the day on June 19, 2020. • At this point the Traffic Impact Study (TIS) could have been submitted with the next project. submittal to Community Development. • Had the. Applicant's Design Team used the 80 days (11.5 weeks), from March 26, 2019 to June 19, 2019, to obtain TM approval and complete the TIS, the project would have been much further along with regards to the TIS. This delay _was at the e sole discretion of the Applicants Design Team. Vero Beach MOB LLC Appeal 0610,120,0 11.A. • September 20, 2019 — TIS Received • Review of the submitted TIS revealed numerous issues with the TIS data, including missing information, incorrect data that was required to be provided as specified in the approved. June 19, 2019 TM, data that was not legible, and issues with the study in general. • Staff was not able to use this information to determine if any site .related improvements would be needed. Comment were provided to the Applicant's Design Team on November 25, 2019. 42 21 06/02/2020 11.A. Vero Beach MOB LLC Appeal 06/02/2020 11.A.• • December 11, 2019 — Resubmitted TIS Received • Review of the submitted. TIS revealed numerous issues with the TIS data, including incorrect existing signal timing, incorrect data that was required to be provided as specified in the approved June 19, 2019 TM, data that was not valid due to missing pages of data that should have been provided, and again issues with the study in general. • Staff was not able to use this information to determine if any site related improvements would be needed. Continent were provided to the Community Development on. December 27, 2019 for inclusion in the project comment letter. 43 Vero Beach MOB LLC Appeal 06/02/2020 11.A. • February 11, 2020 — 3rd Submittal of TIS Received • While not sufficient for approval, this submittal finally had enough factual data that Staff could now determine that off-site improvements were needed. • Staff determined that a Traffic Signal should be installed as part of the project generated off-site improvements. Staff completed a Traffic Warrant Analysis and the project access point warranted a traffic signal. • Due to the characteristics of the access point, staff was able to evaluate a less expensive off-site improvement that would mitigate the cost of the signal and offered this alternative to the Applicants Design Team as a safe alternative, provided the Applicants Design Team approved the alternative as the Design Professionals for the project. 44 e)D- 22 06/02/2020 11.A. Vero Beach MOB LLC Appeal 0610212020 22.A. •February 26, 2020 — 4th Submittal of TIS Received • Traffic Study still not correct. County Traffic Engineer corresponded with Applicant's Design Team to have the issues corrected. • February 27, 2020 — 5th' Submittal of TIS Received • Traffic Study approved on March 3, 2020 45 Vero Beach MOB LLC Appeal 0610212020 11.A. Questions and comments? 46 150 23 ild County Administrator's Matters June 2, 2020 Office of the INDIAN RIVER COUNTY ADMINISTRATOR Jason E. Brown, County Administrator Michael C. Zito, Assistant County Administrator MEMORANDUM TO: Members of the Board of County Commissioners FROM: Jason E. Brown, County Administrator DATE: May 26, 2020 SUBJECT: Coronavirus Update I wish to provide an update on the status of the Coronavirus. 181 N a) 03 -.0 CI D a) th o N 0 O or a) w- ....... ••••••••••• 1 6-6 ...G-•• (;-(3 III -o 0 0 Z. V r C a. CO T.-73 C tz mz o := 0- 2 0 0 E -0c z 0 m 5 a o E a V ca O a i f. � e g g R € 4 c' r Y D • tim z C i V Total People Tested 404 00 L Ci •M agi a) V v 0 C o rn kcicco O '4- � E z 1 • al tested P.sitive tA —0 w C c I u (11 • LL c: c: .03 4-J au �U Ci) - O I O E Z c C 8 a. o. CO N N \ !y N 1!Y CO t0 L ae a2 G9 O ' N rn cn O � N -4 ae O ti ▪ C. (0 N N 0 0 • 0 0 gee GO a00 N 0 Q c ro Ln 1- r1 0 CU O N O -I-1. -- C1J -0 ro 4-1 W D dJ 0 .� . E u cu • - Q vi c -ro < — : , .�._ =0mo- a1� O U(0 >rl LO N N ntments — ca Q ro L 0 0_ 0 cn V • .4- O (0 V a-+ 0-U v Q) CL0 LnCC3) LcS mLnate-+ ' 5 Ln c1 Q O0_ CT) 0_ E o u _ N N. 0 Q r CU O _• c) -.f.10 c •— •ra (D• ro J i -1E in � J O .a-• V � u o Lo zm • a D r U1 ro -I-- -N uc U 0 a) (f) E 4(53 0 U U L L7 0 0 0 O 0 Lf) r0 A O N 06 N c ra D • 4-1 s -O °6 O L Ln o °' u a ro 0 • 4 > 7:5.O V -0 a) cu Q v V0 0 Q E11-7 c 0 ro > Q < 0 - 0 • V 01 ion reserved for State government • i- 0 0 C 4-) C > O- % r6 O 4- c V l.9 cm i _0 O �_ i 4-) > • ( O ro cuu 4° D O G) in V = 13 .tn ra 00 Q kn O O i v)0 1..r) -0 ro O v v D O 4- 1-, 4 4- 0 vii O 0-.O � r6 > V 0 O Q < Vt 01 LL LL r0 • • • U O < E w• �_ E Q D a) scu ce O V cn l7 8-6 0 01 '+=i r1 ro 1 .N > 0 u� DEPARTMENTAL MATTERS INDIAN RIVER COUNTY MEMORANDUM To: Jason Brown County Administrator From: Suzanne BoyII'° Human Resources Director Date: May 28, 2020 Subject: Medical and Pharmacy Benefit — Recommendations for Plan Year 2020/2021 Background Indian River County provides employee and retiree group health insurance through a partially self-insured plan. Health insurance is available to full-time employees (budgeted at 30 hours per week or more) and eligible retirees of the Board of County Commissioners and the respective Constitutional Officers (Sheriff, Property Appraiser, Tax Collector, Clerk of Courts, and the Supervisor of Elections) to include their eligible dependents. Medical and pharmacy claims and plan administration expenses are funded from contributions made by employer and employee/retiree contributions. The County purchases stop loss insurance for extraordinary and aggregate claims experience to protect against high cost claims. The current stop loss individual deductible is $300,000 with an aggregate deductible of $100,000. The health insurance plan is an essential part of the employee benefit package and important to recruitment and retention efforts. The County has engaged the services of a professional benefits consultant, Lockton Companies, to review .plan experience and provide recommendations to maintain a benefits package that is: ✓ Affordable ✓ Competitive ✓ Sustainable The current funding for the employee health insurance program is: 182 Current Employee Monthly Current Employer Monthly Current Total Monthly Premium Premier Silver Employee $15.00 $660.00 $675.00 Premier Silver Family $207.50 $1,025.00 $1,232.50 182 Summary of Premier Silver and Premier Gold Plan Benefits Beginning in FY19/20, The County implemented a second health plan and offers both a Premier Silver Plan and a buy -up Premier Gold Plan. Below is an overview of benefits: Product Current Employee Premium Current Employer Premium Current Total Monthly Premium Premier. Gold Employee $85.00 $660.00 $745.00 Premier Gold Family $350.00 $1,025.00 $1,375.00 Summary of Premier Silver and Premier Gold Plan Benefits Beginning in FY19/20, The County implemented a second health plan and offers both a Premier Silver Plan and a buy -up Premier Gold Plan. Below is an overview of benefits: Product Blue Options Plan Number Cost.Sharing - Member s Responsibility Premier Gold Plan - 03559 Premier Silver Plan - 05302 Calendar Year Deductible,(DED) In -Network (INN) Out -of -Network $400/$800 $800/$1,600 $800/$1,600 $1,600/$3,200 Coinsurance _ (Member pa s after Calendar Year DED) In -Network Out -of -Network 20% 30% 30% 40% 1 Calendar Year Out•ofPocket,Maximum In -Network Out -of -Network Medical/Surgical Care by a Physician Office Services $3,000/$6,000 $4,000/$8,000 $6,000/$12,000 $8,000/$16,000 In -Network Family Physician In -Network Specialist Out -of -Network $25 Copayment $45 Copayment DED + 30% $35 Copayment $60 Copayment DED + 40% Aller :y In'ections (Office) _ In -Network Family Physician In -Network Specialist Out -of -Network $5 Copayment $5 Copayment DED + 30% $5 Copayment $5 Copayment DED + 40% Convenient Care Center _ In -Network Out -of -Network $25 Copayment DED + 30% $35 Copayment DED + 40% Inpatient Hos•ital Facilit ,(per admin) In -Network PAD $200 + DED + 20% PAD $400 + DED + 30% PAD $500 + DED + 30% PAD $1,000 + DED + 40% Physician Services at Hospital In -Network Out -of -Network DED + 20% INN DED + 20% DED + 30% INN DED + 30% Radiology, Pathology, and Anesthesiology Provider Services atiHospital In -Network Out -of -Network Preventive Services -Adult Wellness Services Office:Services DED + 20% INN DED + 20% DED + 30% INN DED + 30% _ In -Network Family Physician/Specialist No Charge No Charge 183 Out-of-Network Non-Hospital Services Freestanding Facility Clinical Lab (Blood Work): Quest** 30% 40% In-Network Out-of-Network No Charge DED + 30% No Charge DED + 40% _ X-rays,(Independent.DiagnosticCenter) In-Network Out-of-Network $15 Copayment DED + 30% $25 Copayment DED + 40% Outpatient•Hospital Riay (per visit (Surgical) In-Network Out-of-Network Emergency and Urgent Care Option 1: DED + 20% DED + 30% Option 1: DED + 30% DED + 40% Emergency Room Facility (per visit) In Network Out-of-Network $250 Copayment + DED + 20% (Copayment Waived if Admitted) $250 Copayment + INN DED + 20% $500 Copayment + DED + 30% (Copayment Waived if Admitted) $500 Copayment + INN DED + 30% NiZgaigallaaaM In-Network Out-of-Network $25 Copayment $25 Copayment $35 Copayment $35 Copayment Ambulance In-Network Out-of-Network Advanced Imaging (MRI, MRA, PET, CT& Nuclear Medicine) DED + 20% INN DED + 20% DED + 30% INN DED + 30% Physician Office In-Network Family Physician or Specialist Out-of-Network $200 Copayment DED + 30% 30% DED + 40% Independent Diagnostic - In-Network Out-of-Network $200 Copayment DED + 30% 30% DED + 40% Outpatient.Hospital Facili • In-Network Out-of-Network DED + 20% DED + 30% DED + 30% DED + 40% Mental Health/ Alcohol & Substance Abuse Services PAD (RgAdmission Deductible) PAD ( Per Admission Deductible) Inpatient /Outpatient Hospital Facility In-Network Out-of-Network PAD $200 + DED + 20% PAD $400 + DED + 30% $500 PAD + DED + 30% $1,000 PAD + DED + 40% Specialist Visits In-Network Out-of-Network $45 Copayment DED + 30% $60 Copayment DED + 40% Prescription Drugs (RX Administered through RX Benefits) 1X Calendar Year Deductible Per Person Generic Preferred Brand Name Non-Preferred Brand Name Mail Order Drug (90-Day Supply) N/A $10 Copayment $35 Copayment $50 Copayment Express Script 2x Retail Copayment $100 (must be met before Copays apply) $5 Copayment $50 Copayment $70 Copayment Express Script 2x Retail Copayment 184 Maintenance Medication 2x Copayment at Covered Pharmacies 2x Copayment at Covered Pharmacies Plan References: *Out -of -Network Balance Billing: For Information regarding Out -of -Network Balance Billing tha may be charged byan out -of -network provider, please refer to the Out -of -network Benefits section on the Summary of Coverage document. **Quest Diagnostics is the preferred lab for bloodwork through Florida Blue. When using a lab other than Quest, please be sure to confirm they are contracted with Florida Blue's BlueOptions Network prior to receiving services Recent Plan Changes In addition to adding the Premier Silver Plan in FY19/20, the County implemented Clinical Advantage Programs, under our Pharmacy Benefit. The programs offered the following: ✓ .Formulary Optimization- A program that excludes low clinical value drugs from our formulary (gross projected savings of $98,944) ✓ RxB Utilization Management Review - A high dollar claim review program for all pharmacy claims over $1,000 to ensure that high costs medications are medically appropriate (gross projected savings of $148,930 to $208,502) ✓ Manufacturer's Assistance Program for Specialty Medications - Redeem manufacturer assistance coupons on behalf of the plan (gross projected savings of $231,632) ✓ Out of Pocket Protection - A program to ensure that only actual out of pocket costs paid by members are applied to the plan's out-of-pocket maximums (credit coupons issued by manufacturers to reduce member costs would not apply towards out of pocket maximum). It is projected that the savings/avoidance will meet or exceed the above projections for the plan year. Plan Financial Performance The plan's financial performance since FY2010 is reflected below. Based on actuarial projections, current funding is not sufficient and additional funding will be needed in the amount of $3M to pay the projected claims for the upcoming plan year. $3,000,000 $2,000,000 $1,000,000 -$1,000,000 -$2,000,000 -$3,000,000 Health Program Net Revenues FY10 _ FY20 Projected 2010 2011 2012 2013 2014 2015. 2016(1) 2017 2018(2) 2019 2020(3) •' 17615:80„ 1:250!302 ;` ' \•\" .: ' ,• `yam::, \` ,N \; •'$.. \\\moi 385;2'34•`,X\ \\' \\ • • \q• \ • \`:\\ . �:$93\936< ♦ \ \ �•..t, \,\'' • -: t . •' ♦ ;��\ \ \. N \``•s\ \ \ \• ` ♦ \ „ \\j. .,.\„•.,,„...\...\., ,\\ t., \♦\. ` \.: \\ ,� 1 \ ♦ $484\193 ` `, ,. ,X;• , ��\� `� ; \\ \ \, \ ` ` `�: , ���\ \\:\ �♦ \� \$144,9.9••\ \,•\ ` 4\`tom 'kMN \, \':\ \� ` \ ♦ \r .�>�� `' t ; ; 1 ,';,.�., ' ' ., `' :\ • �., ,\��, r,,,, $1;325;479., ;♦ ` \ ` ♦\\, \ '.-.\.\ \ \•\\ ; 51;095'j442 c \ �;��\`, \\, \ \ \, \\\ \ , \•.�\`�- $ :�,,, C\ ,\,\,0 • 950,813 $961,346. ;\s\♦.\♦ \ •` w. ., 185 The Self -Insurance Fund balance through March 2020 indicates the fund balance is being depleted: Fisca!'Year End 18/19 Fund Balance September 30, 2018 September 30, 2019* Inc./Dec. % Inc./Dec. $13,148,724: $12,197,911 -$950,813. -7.23% Fund Balance Change Through 2nd Quarter FY 19/20 September 30, 2019 March 31, 2020 Inc./Dec. % Inc./Dec. $12,197,911 $11,450,869 -$747,042 -6.12% Plan experience through March 2020 indicates the following: • Employee & Retiree enrollment averages 1,670 • Average of 3,664 individuals are insured under the group medical plan • 18.4% of members are enrolled in the Premier Silver Plan and 81.6% are enrolled in the Premier Gold Plan • Silver Plan performing well (modest surplus), Gold Plan running at a significant deficit • 27 high cost claimants totaling $3.3M in claims during the first 6 months of the plan year • Stop Loss reimbursement of $603K resulting in net claims of $2.7M • $677K overall funding deficit for first 6 months of plan year • Preferred brand and non -preferred brand medications account for 12.5% of the total number of prescriptions filled and equate to 83.7% of the total pharmacy spend Plan Enrollment Breakdown as of March 2020: Silver Plan Gold Plan Single 178 547 Family 130 818 Total 308 1,365 The plan's actuarial analysis for the upcoming FY20/21 plan year reflects: • Projected deficit for the FY19/20 plan year will be $961K • Additional $3M in funding is required for the FY20/21 plan year to fund current benefit levels provided under both plans Funding for the health plan is provided by employer, employee, and retiree contributions to the plan as well as OPEB funding. Additional funding and/or plan changes will be needed to continue to provide affordable, competitive, and sustainable benefits for covered members. 186 Affordable Offering affordable and competitive benefits is an important part of our recruitment and retention strategy. Establishing the proper funding and maintaining affordable health coverage options is an ongoing consideration. Last year, the BOCC supported establishing a Premier Silver Plan and a Premier Gold Plan and increased funding to an amount below the initial staff recommendation, electing a funding increase with a two-year phase in approach. The approved premiums were as follows: Phase One - FY19/20 FY19/20 Monthly Premium Prior Employee Premium FY19/20 Employee Premium Prior Employer Premium FY19/20 Employer Premium Premier Silver Employee $675.00 $50.00 $15.00 $635.00 $660.00 Premier Silver Family $1232.50 $267.50 $207.50 $875.00 $1025.00 Phase One - FY19/20 FY19/20 Monthly Premium Prior Employee Premium FY19/20 Employee Premium Prior Employer Premium FY19/20 Employer Premium Premier Gold Employee $745.00 $50.00 $85.00 $635.00 $660.00 Premier Gold Family $1375.00 $267.50 $350.00 $875.00 $1025.00 Employees enrolling in the Premier Silver Plan experienced an employee premium reduction of $35.00 per month and a reduction of $60 per month for family coverage. Enrollment in the Premier Gold Plan resulted in an employee premium increase of $35.00 per month for single coverage and an increase of $82.50 for family coverage. The employer premium increased by $25 per month for single coverage and $150 per month for family coverage under both plans. Additional Funding under Phase 2 -The monthly premiums for both the employee and employer portion would increase by $25 for single and $50 for family for both plans. Second Year phase in premiums would result in $1,570,200 which is not sufficient to meet the actuarial funding recommendation of $3,069,678. This is a funding shortfall of $1.SM. Phase Two - FY20/21 Phase 2 Monthly Premium Current Employee Premium Phase 2 Employee Premium Current Employer Premium Phase 2 Employer Premium Premier Silver Employee $725.00 $15.00 $40.00 $660.00 $685.00 Premier Silver Family $1332.50 $207.50 ' $257.50 1 $875.00 $1075.00 Phase Two - FY 20/21 Phase 2 Monthly Premium Current Employee Premium Phase 2 Employee Premium Current Employer Premium Phase 2 Employer Premium Premier Gold Employee $795.00 $85.00 $110.00 $660.00 $685.00 Premier Gold Family $1475.00 $350.00 $400.00 $1025.00 $1075.00 Because of the substantial funding shortfall, additional options were reviewed and are presented to the BOCC for consideration. 187 Funding and Plan Design Options Option 1 — Because the Phase two funding is not sufficient to meet the projected needs, the County Administrator allocated additional employer funding in preparation for the FY20/21 Budget. The employee premium increases under both the Premier Silver and Premier Gold Plans under Phase 2. • The employer contribution is budgeted to increase by $40 for single and $80 for family coverage under both plans increasing funding by an additional $1,256,160. • The employee contribution would increase by $25/$50 under both the Premier Silver and Premier Gold Plans. • Option 1 provides additional funding of $2,041,260 • This still leaves a funding shortfall of over $1M Option 1 — FY20/21 Option 1 Monthly Premium Current Employee Premium Option 1 Employee Premium Current Employer Premium Option 1 Employer Premium Premier Silver Employee $740.00 $15.00 $40.00 $660.00 $700.00 Premier Silver Family $1362.50 $207.50 $257.50 $1025.00 $1105.00 Option 1— FY 20/21 Option 1 Monthly Premium Current Employee Premium Option 1 Employee Premium Current Employer Premium Option 1 Employer Premium Premier Gold Employee $810.00 $85.00 $110.00 $660.00 $700.00 Premier Gold Family $1505.00 $350.00 $400.00 $1025.00 $1105.00 Option 2A — While an increase to the Premier Gold Plan is supported by plan experience, an increase to the Silver Plan is not supported by plan experience. The Premier Silver Plan is performing well. The County evaluated funding that would be generated if there was no increase to the employee premium under the Premier Silver Plan and plan design changes were made that could generate between $500K -$600K in savings. The employee premium under the Premier Silver Plan would not increase. • Premier Gold deductible increase to $1,500/$3,000 in -network and $3,000/$6,000 out -of -network • Premier Silver deductible increases to $2,500/$5,000 in -network and $5,000/$10,000 out -of -network • Copay increase for preferred brand medication by $15 and non -preferred brand medication by $25 (Gold $50/$65 & Silver $65/$85) • Increase employee premium under the Premier Gold Plan by $25 for single and $50 for family and no Employee increase under the Premier Silver Plan • Increase employer contribution for both the Premier Silver and the Premier Gold Plans by $40 for single and $80 for family • Plan changes equate to $550K in savings • This brings the funding shortfall to $604,718. 188 Option 2A- FY20/21 Option 2A Monthly Premium Current Employee Premium Option 2A Employee Premium Current. Employer Premium Option 2A Employer Premium Premier Silver Employee $715.00 $15.00 $15.00 $660.00 $700.00 Premier Silver Family $1312.50 $207.50 $207.50 $1025.00 $1105.00 Option 2A - FY 20/21 Option 2A Monthly Premium Current Employee Premium Option 2A Employee Premium Current Employer Premium Option 2A Employer Premium Premier Gold Employee $810.00 $85.00 $110.00 $660.00 $700.00 Premier Gold Family $1505.00 $350.00 $400.00 $1025.00 $1105.00 In order to generate the required plan savings of $500-$600K it requires a significant increase to deductibles under each plan. Wellness benefits would continue to be covered at 100%. The deductible would apply to any services that fall under coinsurance, rather than a copay. Option 2B- An additional option that includes moderated plan design changes that result in plan savings of $213K. The employee premium levels under the Premier Silver Plan would not increase. • Premier Gold deductible increase to $600/$1,200 in -network and $1,200/$2,400 out -of -network • Premier Silver deductible increase to $1,000/$2,000 in -network and $2,000/$4,000 out -of -network • Increases PCP, specialist, urgent care, and convenient care copays, increase by $5 under both the Premier Gold and Premier Silver Plans. • Copay increase for Preferred Brand medication by $15 and Non -preferred Brand medication by $25 (Gold $50/$65 & Silver $65/$85). • Increase Employee premium under the Premier Gold Plan by $25 for single and $50 for family. No increase for Premier Silver Plan. • Increase Employer contribution for both the Premier Silver and the Premier Gold Plans by $40 for single and $80 for family • This is a funding shortfall of $941,718. Option 2B- FY20/21 Option 2B Monthly Premium Current Employee Premium Option 2B Employee Premium Current Employer Premium Option 2B Employer Premium Premier Silver Employee $715.00 $15.00 $15.00 $660.00 $700.00 Premier Silver Family $1312.50 $207.50 $207.50 $1025.00 $1105.00 Option 2B - FY 20/21 Option 2B Monthly Premium Current Employee Premium Option 2B Employee Premium Current Employer Premium Option 2B Employer Premium Premier Gold Employee $810.00 $85.00 $110.00 ' $660.00 $700.00 Premier Gold Family $1505.00 $350.00 $400.00 $1025.00 $1105.00 189 Option 3A — This option equalizes the funding increase for both the employer and employee under the Premier Gold Plan which is supported by the Premier Gold Plan's claims experience. There is no change to the plan design under this option. The employee premium under the Premier Silver Plan would not increase. • Increase employer contribution by $40 for single coverage and $80 for family coverage under both plans. This generates $1,256,160 in additional funding. • The employee premium under the Premier Gold Plan would also increase by $40 for single coverage and $80 for family coverage also generating $1,054,080 in funding. • There is no change to the employee premiums under the Premier Silver Plan. • The additional premium increase for employees covered by the Premier Gold Plan is supported by plan experience. • This results in a funding shortfall of $759,438 Option 3A/3B— FY20/21 Option 3A/3B Monthly Premium Current Employee Premium Option 3A/3B Employee Premium Current Employer Premium Option 3A/3B Employer Premium Premier Silver Employee $715.00 $15.00 1 $15.00 $660.00 $700.00 Premier Silver Family $1362.50 $207.50 $207.50 $1025.00 $1105.00 Option 3A/3B— FY 20/21 Option 3A/3B Monthly Premium Current Employee Premium Option 3A/3B Employee Premium Current Employer Premium Option 3A/3B Employer Premium Premier Gold Employee $825.00 $85.00 $125.00 $660.00 $700.00 Premier Gold Family $1535.00 $350.00 $430.00 $1025.00 $1105.00 Option 3B — This option also equalizes the funding increase for both the employer and employee under the Premier Gold Plan and includes plan design changes identified under Option 2B totaling $213K. The employee premium under the Premier Silver Plan would not increase. • Increase employer contribution by $40 for single coverage and $80 for family coverage under both plans. This generates $1,256,160 in additional funding. • The employee premium under the Premier Gold Plan would also increase by $40 for single coverage and $80 for family coverage also generating $1,054,080 in funding. • There is no change to the employee premiums under the Silver Plan. • Premier Gold deductible increase to $600/$1,200 in -network and $1,200/$2,400 out -of -network • Premier Silver deductible increase to $1,000/$2,000 in -network and $2,000/$4,000 out -of -network • Increases PCP, specialist, urgent care, and convenient care copays, increase by $5 under both Premier Gold and Premier Silver Plans. 190 • Copay increase for Preferred Brand medication by $15 and Non -preferred Brand medication by $25 (Gold $50/$65 & Silver $65/$85). • This further reduced the funding shortfall to $546,438 Attached is an overview of the plan design changes discussed above totaling $550K (Option 2A) and $213K (Options 2B and 3B). Consistent with direction received from the Board last year, Human Resources conducted a Zoom meeting to review plan performance and proposed options with labor representatives, employee groups and with the Constitutional Officers. Retiree Premiums Under Florida Statute 112.0801 "retirees and their eligible dependents shall be offered the same health and hospitalization insurance coverage as is offered to active employees at a premium cost of no more than the premium cost applicable to active employees. For retired employees and their eligible dependents, the cost of continued participation may be paid by the employer or by the retirees..." The County subsidizes retiree coverage for eligible retirees who elect to continue coverage under our group plan. Subsidy amounts are based on the retiree's hire date, years of service, and date of retirement date. There are 28 different retiree rates for each Plan. The subsidy is based on a reduced monthly premium for both the Silver and Gold Plans as reflected below. Premier Silver= Current Single Family Total Monthly Premium $675.00 $1,232.50 Reduced Retiree Subsidy Premium $660.00 $1,025.00 Premier Gold o[ Single Fla_mily Total Monthly Premium $745.00 $1,375.00 Reduced Retiree Subsidy Premium $730.00 $1,167.50 The subsidized cost for retiree insurance under the Premier Silver Plan ranges from $264.00 to $528.00 per month for single coverage and from $410.00 to $820 per month for family coverage. The subsidized cost for retiree insurance under the Premier Gold Plan ranges from $292.00 to $584.00 per month for single coverage and from $467.00 to $934.00 per month for family coverage. Individuals with a hire date on or after February 1, 2006 who retire from the County and who continue coverage and are not eligible for the County subsidy and their monthly premium is the Reduced Retiree Subsidy Premium for either single or family coverage. Retirees also receive a health insurance subsidy from the Florida Retirement System (FRS) of $5 for each year of service up to a maximum of $150.00 per month. The County does not receive any subsidy payment from the FRS. The FRS subsidy is paid directly to the retiree in the monthly retirement payment. The County provides additional funding for the cost of providing retiree coverage through OPEB funding. The breakdown of retiree enrollment and claims experience is below: 191 IRC Retiree Population Breakout 10/1/2019 - 3/31/2020 In addition to the Group Health Plan, Medicare eligible retirees are also provided the opportunity to enroll in the Florida Blue Medicare Advantage PPO Plan at a current monthly premium of $295.11 per month. Eligible spouses may also enroll under this plan at the same monthly. premium of $295.11. This premium amount may change annually based on the renewal from Florida Blue. Retiree subsidy premiums for each of the options would be as follows: Silver Plan &EDRetirees M Employees/ Retireea Retirees Retirees Combined Retirees Retirees Enrollment CO Plan- =MOD Employee Only 118 13 725 18% Employee + Family 180 15 948 21% Total 298 28 1673 19% In addition to the Group Health Plan, Medicare eligible retirees are also provided the opportunity to enroll in the Florida Blue Medicare Advantage PPO Plan at a current monthly premium of $295.11 per month. Eligible spouses may also enroll under this plan at the same monthly. premium of $295.11. This premium amount may change annually based on the renewal from Florida Blue. Retiree subsidy premiums for each of the options would be as follows: Silver Plan &EDRetirees M Employees/ Combined Retiree la Retirees Retirees Claims 10/1/2019 o 3/31/2020 $1,025.00 Medical $1,564,790 $39,050 $8,708,352 18% Rx $928,376 $46,953 $2,897,464 34% Total $2,493,166 $86,003 $11,605,816 22% In addition to the Group Health Plan, Medicare eligible retirees are also provided the opportunity to enroll in the Florida Blue Medicare Advantage PPO Plan at a current monthly premium of $295.11 per month. Eligible spouses may also enroll under this plan at the same monthly. premium of $295.11. This premium amount may change annually based on the renewal from Florida Blue. Retiree subsidy premiums for each of the options would be as follows: Silver Plan Single Retiree Subsidy Premium Total Single Premium Family Retiree Subsidy Premium Total Family Premium Current $660.00 $675.00 $1,025.00 $1,232.50 Option 1 $700.00 $740.00 $1,105.00 $1,362.50 Option 2A or 2B $700.00 $715.00 $1,105.00 $1,312.50 Option 3A or 3B $700.00 $715.00 $1,105.00 $1,312.50 Gold Plan Single Retiree Subsidy Premium Total Single Premium Family Retiree Subsidy Premium Total Family Premium Current $730.00 $745.00 $1,167.50 $1,375.00 Option 1 $770.00 $810.00 $1,247.50 $1,505.00 Option 2A or 2B $795.00 $810.00 $1,297.50 $1,505.00 Option 3A or 3B $810.00 $825.00 $1,327.50 $1,535.00 Competitive Plans Maintaining a group health plan that is affordable, competitive and sustainable is our ultimate goal. Employer plans differ greatly from one plan to another. The plan designs and premium options outlined above are in line with plan offerings of other employers. The increased Premier Gold Premiums in Option 3A and 3B provide the funding that more closely meets projected requirements and premiums remain very competitive providing a high level of coverage. The Premier Silver Plan remains highly affordable and is competitive as well. The below chart illustrates how the proposed Indian River County Premier Silver and Premier Gold employee 192 premiums under Option 3 would compare with other public employers. The proposed plans would remain competitive and affordable. $300 $250 $200 $150 $100 Employee Monthly Premium Comparison Option 3 Single Coverage 280 t a 1, 3 3 A O c, + Q Al r c ti 'L e ti 1 S \ee o\ ;\ 1� c� O Q\ P o �� ..a o cb o 0 0 c�� O e\'§\\a c� o �Z i P O \a \a \a \a \a c�a .scs �4... cc.•A KA 6> (3\ oc��•\ . .kce 6 aa- 4, �6. 6, cepa �r "Cs 6 b Z> Z) (2 ,L° Loo c,0 L° C/° a1 �.o°� e�° \c Qa\� Ci'` cz" A0 o0ea o ea ao\Q Q> °a 0°a Q>°a O. Az ''Z' e'a 41>`a c• o�� �No`\e �\e \S Qa Q°� Q°` C °��e,o�Jec (...`c yr` \.• °��sCs , , Q, Q, '" ' a C. C. C \s, \c �,` G` Q, \Q $1,000 $900 $800 $700 $600 $500 $400 $300 $200 $100 Employee Monthly Premiums Comparison Option 3 Family Coverage $871 $43.0$385 $4.3.5 $329 $208ai-$.23.3_. $228 _ $464 $369 ' $358 $443 $482 $688 $532.I. -$32-2 ,c a 1, 3 3 io J O 5 Q y4 r c '• 'L e `y Y 'L '5 \•4 o\ c c A A c� 4\ QO Q\ P o Sao •qa c c• 6 c c c 4' 0 Q\a Q\a c1 ", os)' ,Zs e p, O y'� \a \a e` \a \a \a e, o->- c'`� fia oc„A oc.- \ L Ace occ 1:, �a� \ Joy• �.). he,°a a` a` Qe., ae-' a`-' a`aQ Goo L° oo. 0o L° (9 al` oo Co° 4, a\ce 5`• o\ Q,e . Q,e 0`, Quo Qio Q,o ,ec \Jec a�aO acaC o`\e o`\e �` \fie\° �e Qa\� Q Qoc Qo". ``a �e.to �e�o C?s� roo\ r°o\ roo\ . a`a Q z). ,z„ ��e, te, .,'�. ,'~�C. \ \ \ ��°� �J°•� QOM` QLD` Q \G�G c \ C,> Upon the Board's approval, staff would discuss approved changes with labor representatives and the Constitutional Officers' human resources representatives. In advance of annual open enrollment, meetings with employees would be held to communicate the changes and answer questions. During open enrollment, employees and retirees would be eligible to enroll in either the Premier Silver Plan or the Premier Gold Plan. Medicare eligible retirees would also have the 193 option of enrolling in the Medicare Advantage Plan or choosing to enroll in a Medicare Supplement or Medicare Advantage Plan available through the market place. Funding Current funding for the health plan is provided by employer, employee and retiree contributions to the plan as well as OPEB funding. None of the options provide the full recommended funding; however, Option 3B provides the most funding with moderated plan design changes. Option 3B funding requirements with the associated plan design change totaling $213K, as well as the Option 3 equalized funding from both the employer and the employee for the Premier Gold Plan ($40/$80 increase), increasing the employer contribution for the Premier Silver Plan ($40/$80), and providing no increase in the employee premiums for the Premier Silver Plan are highlighted below. Current Funding $21,751,680 Required Funding w/o Plan Design Changes ($3,069,678 needed) $24,821,358 Required Funding with Option A Plan Design Changes ($2,519,678 needed) $24,271,358 Required Funding with Option B Plan Design Changes ($2,856,678 needed) $24,608,358 Proposed Funding with Increased Contribution Option 1 $23,792,940 Proposed Funding with Increased Contribution Option 2 $23,666,640 Proposed funding with Increased Contribution Option 3 $24,061,920 Employer Increased Cost (All options - $40/$80) $1,256,160 Employee Increased Premium Cost Option 1 (Gold & Silver - $25/$50) $785,100 Employee Increased Premium Cost Option 2 (Gold Only - $25/$50) $658,800 Employee Increased Premium Cost Option 3 (Gold Only _$40/$80) $1,054,080 Recommendation Staff recommends and respectfully requests the Board of County Commissioners approve, effective with the plan year beginning October 1, 2020, Option 3B providing for an increase in the employer paid monthly premiums by $40 for single coverage and $80 for family coverage for both the Premier Silver and the Premier Gold Plans, increasing the monthly employee premium under the Premier Gold Plan by $40 for single coverage and $80 for family coverage, providing for no increase in the employee contribution under the Premier Silver Plan, and implementing the plan design changes totaling $213K (Option B). Attachment: Plan Design Comparison Options A and B 194 Indian River County Health Plan Options - 2A, 28, 3B Effective October 1, 2020 Product nigiagisipPr-mi-r BlueOptions .1 Pl.n 1 c - Pr , i r fv-r P •F BlueOptions odiptien a 86.2% -2.3% 523,705,000 -5550,000 -2.3% tjl&j r•Q •a 77.8% -2.3% _ 87.4% -0.9% 524,042,000 -5213,000 -0.9% 79.1% -0.6% Actuarial Value Savings % by Plan Projected Claims Savings $ Savings%Total 88.2% N/A 524,255,000 N/A N/A 79.696 N/A Member's Respon Ibdity Calen.ar ar Deducti le (DED rP311 talig. -talb. s a In-Network(INN) Out -of -Network 5400/5800 5800/51,600 5800/51,600 51,600/53,200 '; „X irk]y. rr 1 t ori' . all .1ar.. . eicey-. i, feel :, ...V. i23 .-1lie) :§)_Tr:e` - 3 i.!ey,F niv .- Per; •;eell Member pa s .fter_Calert ar Year DED In -Network Out -of -Network 20% 30% 30% 40% 20% 30% 3096 4036 2095 30% - 30% 40% Calendar ear Out of Poceet Maximum XitiEMMZI t$17 c . +. 53,000/56,000 54,000/58,000 f, )hr $6,000/$12,000 58,000/516,000 ' 53,000/56,000 54,000/58,000 56,000/512,000 58,000516,000 In -Network Out -of -Network 53,000/56,000 54,000/58,000 56,000/512,000 58,000/516,000 Medical/Surgical Care by a Physician In -Network Family Physician In -Network Specialist Out -of -Network $25 Copayment 545 Copayment DED +30% 535 Copayment 560 Copayment DED +40% 525 Copayment 545 Copayment DEO +30% _ 535 Copayment 560 Copayment DED +40% : 'I -..r eaib ;}04 5•.r:11,,:r1i DED +3096 • .Li S. 5 '+ li ;453 T1/l•r: ii DED +40% OrrgiVagallMrajni In -Network Family Physician In -Network Specialist Out -of -Network 55 Copayment 55 Copayment DED +30% 55 Copayment 55 Copayment DED +40% 55 Copayment 55 Copayment DED +30% $5 Copayment 55 Copayment DED +40% 55 Copayment 55 Copayment DEO +30% 55 Copayment 55 Copayment DED +40% kms't• '- W In -Network Out -of -Network 525 Copayment DED +30% $35 Copayment DED +40% 525 Copayment DED +30% 535 Copayment DED+40% DED +30% DED +40% In -Network PAD 5200 + DED + 20% PAD $400+DED +30% PAD 5500+DED +30,96 PAD 51,030+DED +40% PAD $200+DED + 20% PAD $400 + DED + 30% PAD 5500 + DED + 30% PAD $1,000+DED +40% PAD $200 + DED + 20% PAD $400+DED +30% PAD 5500 + DED + 30% PAD$1,000+DED+40% P ryslo. n Services at Hosp:ta_ In -Network Out -of -Network DED + 20% INN DED + 20% DED + 3096 INN DED + 30% DED + 20% INN DED + 20% DED+ 30% INN DED + 30% DED + 20% INN DED + 20% DED + 30% INN DED + 30% Radio o. Pathology, . nd Ane theslo ogy In -Network Out -of -Network Services DED + 20% INN DED + 20% DED + 30% INN DED + 30% DEO + 2096 INN DED +2096 DED + 30% INN DED 3096 DED + 20% INN DED + 20% DED + 3096 INN DED + 30% In -Network Family Physician/Specialist Out -of -Network Non Hospital Services Freestanding Facility inical L Blood Work :0 et" No Charge 3096 No Charge 4096 No Charge 30% No Charge 40% No Charge 30% No Charge 40% In -Network Out -of -Network No Charge DED +30% No Charge DED +40% No Charge DED +30% No Charge DED +40% No Charge DED +30% No Charge DED +40% .$fj." independent Dia•nost'c Center I In -Network Out -of -Network 515 Copayment DED +30% 525 Copayment DED +40% 515 Copayment DED +30% 525 Copayment DEO+40% 515 Copayment DED +30% 525 Copayment DED +40% breatelbretra In -Network - Out -of -Network Emergency and Urgent. Care ItiMgiwAtriaitMllItitutige Option 1: DED+ 20% DED +30% Option 1: DED + 30% DED 40% Option 1: DED+ 20% DED +3096 Option 1: DED+ 30% DED +40% Option 1: DED + 20% DED +30% Option 1: DED + 3096 DED +40% In -Network Out -of -Network _ 5250 Copayment + DED + 20% (Copayment Waived if Admitted) 5250 Copayment + INN DED + 20% 5500 Copayment + DED + 30% (Copayment Waived if Admitted) 5500 Copayment + INN DED + 30% 5250 Copayment + DED + 2096 (Copayment Waived if Admitted) 5250 Copayment + INN DED + 20% 5500 Copayment + DED + 3096 (Copayment Waived if Admitted) 5500 Copayment + INN DED + 30% 5250 Copayment + DED + 20% (Copayment Waived if Admitted) 5250 Copayment + INN DED + 20% 5500 Copayment + DED + 30% (Copayment Waived If Admitted) 5500 Copayment + INN DED+ 3096 In -Network Out -of -Network 525 Copayment 525 Copayment 535 Copayment 535 Copayment 525 Copayment 525 Copayment 535 Copayment 535 Copayment��i IMTOM.TMEMIII . lo C'.r' .e uta D Ambulance In -Network - Out -of -Network Advanced Imaging - --- (MRI, MRA, PET, CT & Nuclear Medicine) DED +20% INN DED 20% DED +30% INN DED 30% -- DED +20% DED + 3096 INN DED 2096 INN DED + 30% - - - - DED +20% INN DED + 20% - - DED +3096 INN DED + 3096 ---- In -Network Family Physician or Specialist Out -of -Network - 5200 Copayment DED+30% 30% DED +40% 5200 Copayment DED +30% 30% DED +40% 5200 Copayment DED +30% 3096 DED +40% In -Network Out -of -Network 5200 Copayment DED +30% 3096 DED+4096 5200 Copayment DED +30% 3096 DED +4096 5200 Copayment DED +30% 30% DED +40% Outpatl, nt Hospita Fact a • _ - - In -Network Out -of -Network DED +20% DED + 30% DED+30% DED + 40% DED +2095 DED + 30% DED +30% DED + 40% DED +20% OED + 30% DED +3096 DED + 40% 19S Indian River County Health Plan Options - 2A, 2B, 3B Effective October 1, 2020 Product"-. ;;t ` Plan Number - - BlueOptions ("":.' - BlueOptions- Gold Option ,a ilver_$ption .:a -" BlueOptions Premier Wid Plan Oo59 Premie,Si ver_Plan 05302. Go Option 2b/.3b Si ver,Opt on 25.36 Actuarial Value Savings % by Plan Projected Claims Savings $" " Savings%Total Mental Health/ Alcohol & Substance Abuse Services ,, 88.2% N/A 524,255,000 - N/A N/A Deductible) 79.6% N/A PAO{Pe Admission 86.2% -2.3%" - 523,705,000 -5550,000 -2.3% PAD(Per Admission 77.8% -2.3% 'AD Per Admission 87.4% -0.9% 524,042,000 -5213,000 • -0.9% 79.1% -0.6% P'D( Per Admission Deductibl=) Oedie nbe) mpad. ntl_s'utpahent_mos Ica;Facflih� In -Network Out -of -Network PAD $200 + DED + 20% PAD $400 + DED + 30% $500 PAD + DED + 30% 51,000 PAD + DED + 40% PAD $200 + DED + 20% PAD 5400 + DED + 30% 5500 PAD + DED + 30% 51,000 PAD + DED + 40% PAD200+DED + 20% $ PAD $400 + DED + 30% $500 PAD + DED +30% 51,000 PAD + DED + 40 pzcia s+l is •s $45 Copayment DED +30% . N/A 510 Copayment $35 Copayment 550 Copayment Express Script 2x Retail Copayment 2x Copayment at Covered Pharmacies 560 Copayment DED+40% •it 5100 (must be met before Copays apply) • 55 Copayment $50 Copayment $70 Copayment Express Script 2x Retail Copayment 2x Copayment at Covered Pharmacies [M1111111111111111111.111111=Mill $45 Copayment DED +30% __ N/A 510 Copayment 560 Copayment DED +40% 5100 (must be met before Copays apply) 55 Copayment $45 Copayment - DED +30% - -- - N/A 510 Copayment " 1.1111111111111111111101111 560 Copayment DED +40%' - 5100 (must be met before Copays apply) $5 Copayment In -Network - Out -of -Network Prescription Drugs ".,. I. (RX Administered through RX Benefits) 1X Calendar Year Deductible Per Person Generic Preferred Brand Name Non -Preferred Brand Name Mail Order Drug (90 -Day Supply) Maintenance Medication 550 Copayment $65 Copayment 65 Copayment $85 Copayment $50 Copayment $75 Copayment $65 Copayment 595 Copayment Express Script 2x Retail Copayment 2x Copayment at Covered Pharmacies Express Script 2x Retail Copayment 2x Copayment at Covered Pharmacies Express Script 2x Retail Copayment 2x Copayment at Covered Pharmacies Express Script 2x Retail Copayment 2x Copayment at Covered Pharmacies Billing that may be charged by an out -of -network provider, please refer to the Out -of -network Benefits section on the Summary of Coverage document. ••Quest Diagnostics is the preferred lab for bloodwork through Florida Blue. 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(D N 0 O N a � D i1� vs < ni N O. rb -, O 'O (D 01 = ro - 0 1.j W V).7 c 7 O p Q 0q Q Qul ro U7 cr N j curs) O r) {/) (n = O r<D 00 U1 ~• (00 O G CfQ COD 0 N v CLO rD O rZ 0- v 5' ' n) v Q CV ? , v r* o Z -o O i- C o A o0 ami a -+ (D 0' A N 5 LU -, co n) 0) O lD 0 3 -< o o < O Q -< (D 3 (D 0 Q 3 (D 3 (D G) 0 Q m 3 0 0 (o m 0- (J rt• F.. O7 N 0) Lelw O co 0) w U1 O O O 1111 O O 1111 to O N U1 0 O 00 Co N U7 O O to 01 117 O co 111 0 1 01 O 0 0 N O 01 0 O v 0 O 0 O v m -% 3w O v E. o w 0 3 p7 ((D 3 (U 01 (o T 3 ((0 3 m N 3 0 0 rD fD TZ/OZAI—8£/t/£ uo!ldp to N w 01 N 01 O U1 O O w O 3 > �. rr w C S co 3 in - 0 v U1 O 111 fJ O LnLn 1 1-4 O O 111 Lel O i 0 LnN O O 01 01 O O 0 v m r�o 0 3 3 (l0 re 1 0 0 O 0 0 O 0 O v m fDD D 6 3 (1) 1 (D 70 Ll) 0 3 3 (D 0 0U rt 0 S r t/} -v m 'v (D'-10 w < "0 < -0 < n n T� Q O Q O Q. (D ( (D '< (D •.< fD -(;).-—h cn (D (,)(D (y)N c 3 O O N Cr c rt -• 5 Q = Q = •� VI (D (D O 3 .Q �. R. n (D O Q (D cu ( v Un D a) "0 3 n mu' AO 0) (D FA) + O (D --s r-!• r = Q in. -a (D 0 D- = -P_r Dq O_ O R. al e* = -v () - 3 W (D• m- = n O (p a) OU < CD . a) ,-4. 0 (D x• D. (I) CD (D z (D "v r+ 'v 3 a) : = '0 D (D 04 a) N m a) r+ o 3 o a) o = 1$• 5• .< 0 co� cn aa) r+ a) a- 0 N. (-z D n O 3 3 (D 0I4• 0 rT 0 W CO Indian River County Board of County Commissioners regov.GoWi IRC Medical & Rx Plan Performance Meeting May 22, 2020 Meeting Goals and Identifying Opportunities IRC's goal for the o o benefits program: ✓ Competitive ✓ Affordable ✓ Sustainable 0 Lockton, Inc. All rights reserved. Regulatory 6 Cost drivers art Emerging trends 49 Benefits opportunities Drive down cost. Increase value. Lockton Companies I 2 Ao-g Indian River County Medical & Rx Plan ® Phan Year 2019 / 2020 Initiatives Lockton, Inc. All rights reserved. Overview of Plan Year 2019/2020 Initiatives Lockton Companies 1 • Added a 2nd, more affordable, Silver Plan option • Employee enrollment by plan as of March 2020: Silver Plan Gold Plan Single 178 547 Family 130 818 Lockton, Inc. All rights reserved. Added Health Advocacy benefit to provide additional support and assistance when utilizing benefits Lockton Companies 1 A Overview of Plan Year 2019/2020 Initiatives (continued) • Implemented RX Clinical Advantage Program ✓ Manufacturer Assistance Coupons ✓ High Dollar Claims Review ✓ Low Clinical Value Increased Specialty Imaging Copay more appropriate cost share • Increased Emergency Room Copay more appropriate cost share • Implemented a 2 year phase in of rate increase © Lockton, Inc. All rights reserved. Indian River County Medical & Rx Plan opo Lockton Companies ■Plan Performance © Lockton, Inc. All rights reserved. Lockton Companies I o \'Vp--11 Indian River County Quarterly Reporting Paid Claims through March 2020 Plan Financials M o% /,,Cr Feted Costs, Pani firms and Budget Plan y7D through Hardy All Plans October 2019 thru March 2020 Actual vs. Budget Oct -19 Nov -19 Dec -19 3an-20 Feb -20 Mar -20 Apr20 May -20 tun -20 3u1-20 Aug -20 Sep -20 1,661 1,669 1,673 1,668 1,678 1,673 Fluted Costs Pald Claims Madbijity hap 1465 TotalMama C3taaa WOWS Oros.Rs Claim haat TCW Aswan afar TAR and 14dalits 5- AOrdn ._Premium COW_ CYIW _Citneat Total Deina fcvitrkstes 141 ___Iti .86Ites .►snfWl $1,920,449 9477,431 92,397,880 80 90 92,397,880 52,559,352 $902,422 9486,989 91,389.411 541,465 90 51,347,946 91,510,163 91,940,463 9500,055 52,440518 97.785 5210,102 52,222,631 $2,385,221 51,543,754 5431,977 $1,975,730 1393,339 5157.176 91,425,215 91,587,340 51,098,989 9532,899 51,631.888 50 518,849 91.613,040 51,776,096 91,302.275 $468,113 91,770,388 90 5217,056 91,553,333 51,715,923 993,869 $67,603 4161,472 994,289 $67.928 5164217 994,499 568,091 9162,590 594,237 967,888 5162.124 994,762 568,295 9163,056 $94,499 $68,091 9162,590 51,799,738 41,809,193 91,811,825 51,805,923 ;1.817,280 91,812,640 Imptlai 101n10 . __/00.800 (9759,614) 142.2% $299,029 83.5% (9573,396) 131.6% 9218,583 87.9% 941.184 97,796 996,717 94.7% Total 10,022 PEPM 1,670 Prior YTD 1,654 % Change 1.0% 4566,155 5407,895 9974,550 556 941 497 550 - 932 482 13.0% 28.1% 18.9% Distribution of Plan Costs by Month © Lockton, Inc. All rights reserved. Indian River County Quarterly Reporting Paid Claims through March 2020 Plan Financials 81o.fr /ArFord Cos&, Paid Gains and Budget Pan 07D through Plaorh FixedCosts 58,708,352 92.897,464 911,605,815 9442.589 $603,182 910,560,044 5869 5289 51,158 544 960 $1,054 $11,534,095 91,151 910,856,598 (9677,497) 106290 51,083 (568) 9683 $309 5991 591 522 9878 27.3% -6.445 16.8% -61.7% 174.9% 20.0% 9960 19.9% 5949 (513) 101.2% 14.2% 604.5% Actual vs- Budget by Month 53.4000 31303.000 13.004 SLEW.° 51.0.000 mum 63 0110 X0,19 0633 610 0040 0.30 660410 1.40 NWA 111-02/ 4040 30-10 ATOal M.edIo'R3 Ns eon •Guise All Plans Rolling 12 Months Pahl Claims 8onalie5 5MP Ino T0018054 14onM3/!'J'at_En'o/hn.nt -_ ad0ln . -_Premium .40306--- Apr-19 1,660 083,000 952,738 9135,738 May -19 1,665 583,250 552,897 9136,147 39n-19 1,660 583,000 $52,738 9135,738 3o1-19 1.661 983,050 $52,770 9135,820 Aug -19 1,673 583,650 953.151 9136,801 Sep -19 1470 983,500 953,056 9136.556 Oct -19 1,661 993,069 567,603 9161,472 Nov -19 1,669 594,289 567,928 9162,217 Dec -19 1,673 594,499 968,091 5162,590 390-20 1,668 594,237 967,888 9162,124 Feb -20 1.678 594,762 568.295 9163,056 Mar -20 1,673 594,499 968.091 9162,590 Total 20,011 PEPM - 1.668 Prior YID 1.645 56 Change _ 1.4% 51,085,605 9725,246 51,790,851 953 936 089 550 529 979 6.5% 26.8% 13.9% Distribution of Plan Costs by Month MOW 33200003 :3,001.04 �� 62781.» "is 20.000 I 1 Ss»III ,WS ,a P .Madis89.9006 t I 1 r ye'P 'Cy,4404"1,01/ F O'+Y' �� 0,M anon LLv'runi0m ,rsP 4 y('N '1' 01 �{4' Y � 9 � t+ Y'� ane. neo al1Ne r runes © Lockton, Inc. All rights reserved. Indian River County Quarterly Reporting Paid Claims through March 2020 Plan Financials 81o.fr /ArFord Cos&, Paid Gains and Budget Pan 07D through Plaorh FixedCosts 58,708,352 92.897,464 911,605,815 9442.589 $603,182 910,560,044 5869 5289 51,158 544 960 $1,054 $11,534,095 91,151 910,856,598 (9677,497) 106290 51,083 (568) 9683 $309 5991 591 522 9878 27.3% -6.445 16.8% -61.7% 174.9% 20.0% 9960 19.9% 5949 (513) 101.2% 14.2% 604.5% Actual vs- Budget by Month 53.4000 31303.000 13.004 SLEW.° 51.0.000 mum 63 0110 X0,19 0633 610 0040 0.30 660410 1.40 NWA 111-02/ 4040 30-10 ATOal M.edIo'R3 Ns eon •Guise All Plans Rolling 12 Months Pahl Claims 8onalie5 5MP Ino T0018054 14onM3/!'J'at_En'o/hn.nt -_ ad0ln . -_Premium .40306--- Apr-19 1,660 083,000 952,738 9135,738 May -19 1,665 583,250 552,897 9136,147 39n-19 1,660 583,000 $52,738 9135,738 3o1-19 1.661 983,050 $52,770 9135,820 Aug -19 1,673 583,650 953.151 9136,801 Sep -19 1470 983,500 953,056 9136.556 Oct -19 1,661 993,069 567,603 9161,472 Nov -19 1,669 594,289 567,928 9162,217 Dec -19 1,673 594,499 968,091 5162,590 390-20 1,668 594,237 967,888 9162,124 Feb -20 1.678 594,762 568.295 9163,056 Mar -20 1,673 594,499 968.091 9162,590 Total 20,011 PEPM - 1.668 Prior YID 1.645 56 Change _ 1.4% 51,085,605 9725,246 51,790,851 953 936 089 550 529 979 6.5% 26.8% 13.9% Distribution of Plan Costs by Month ® Lockton, Inc. All rights reserved. aims Man 800.0 Medal gray Its Ammar over I01306 Maim -COM. Tatale3atea ittedates 161 -Rs-MOata 91,261,980 5614,020 91,876,000 - 50 911,937 91.864,013 9662,139 ;533,132 91,195,270 90 4216,964) 31,412,254 91,079.013 5510,373 92,089,386 ;379.954 5288,052 91,421.380 51,307,184 9554,270 91,861,458 $0 575,895 91,785,563 91,385.535 5659,433 52,044.968 90 555,665 91,989,303 91,095,158 9904,303 51,599,461 9355,550 9238,821 51,005,090 $1,920.449 9477,431 92,397,880 90 90 92,397,880 9902,422 9486,989 91.389.411 $41,465 50 51,347.946 91,940,463 5500,055 92,440,518 97,785 9210,102 52,222,631 51,543.754 9431,977 ;1,975,730 9393.339 5157,176 51,425,215 51,498,989 5532,899 51,631,888 SO 918,849 91,613,040 91,302.275 5468.113 01,770,388 SO $217,056 51,953.333 Distribution of Claims %S 8646n Mao cast 91,999,751 91,548,401 91,557,118 ;1,921,383 $2,126,100 31,141,645 92,559,352 51,510,163 $2,385,221 91,587,340 91,776,096 51.715,923 Lockton Companies 1 Farads/ @Oast 7878-Ipeitan LostRatIo- 91572.640 (9427,111) 127.2% 91,576,523 318,121 98.2% 31.572,640 915,522 99.0% 31.574,240 (9347,143) 122.1% 91,581.088 (9545,017) 134.5% 91.579,490 9437,845 72.390. ;1,799,738 (9759,614) 142.2% 91,809.193 9299,029 - 83.5% 91,811,825 (9573,396) 131.6% 91,805,923 ;218,583 87.9% 51,817,280 ;41,184 97.7% 91,012.640 ;96,717 94.7% 915,999,360 96,272,999 522,272,359 51.178,093 91,056,618 520,037,648 9800 9313 51,113 959 563 51,001 $635 5312 9947 963 $11 ;999 25.9% 0.595 17.5% -6.1% 369.9% _ 0.3% 521,828,499 51,091 520,313,218 (91,515,281) 107.996 91.615 (976) 31,077 1,3%_ 5949 (9128) 113.5% 7.0% 41.0% Actual vs. Budget by Month 1300500° ss.060 » 13,300,000 62781.» 20.000 [ I 1 I1 r 613°°..1° 8-.-0 ,0'8 ■0.0i¢y1a4.lnn 1 ., // ■Smptr,'r+'-s BillI 4/1), 111 1C<ca a ta0aml iala I 111 I „IV reler13Le00 ® Lockton, Inc. All rights reserved. aims Man 800.0 Medal gray Its Ammar over I01306 Maim -COM. Tatale3atea ittedates 161 -Rs-MOata 91,261,980 5614,020 91,876,000 - 50 911,937 91.864,013 9662,139 ;533,132 91,195,270 90 4216,964) 31,412,254 91,079.013 5510,373 92,089,386 ;379.954 5288,052 91,421.380 51,307,184 9554,270 91,861,458 $0 575,895 91,785,563 91,385.535 5659,433 52,044.968 90 555,665 91,989,303 91,095,158 9904,303 51,599,461 9355,550 9238,821 51,005,090 $1,920.449 9477,431 92,397,880 90 90 92,397,880 9902,422 9486,989 91.389.411 $41,465 50 51,347.946 91,940,463 5500,055 92,440,518 97,785 9210,102 52,222,631 51,543.754 9431,977 ;1,975,730 9393.339 5157,176 51,425,215 51,498,989 5532,899 51,631,888 SO 918,849 91,613,040 91,302.275 5468.113 01,770,388 SO $217,056 51,953.333 Distribution of Claims %S 8646n Mao cast 91,999,751 91,548,401 91,557,118 ;1,921,383 $2,126,100 31,141,645 92,559,352 51,510,163 $2,385,221 91,587,340 91,776,096 51.715,923 Lockton Companies 1 Farads/ @Oast 7878-Ipeitan LostRatIo- 91572.640 (9427,111) 127.2% 91,576,523 318,121 98.2% 31.572,640 915,522 99.0% 31.574,240 (9347,143) 122.1% 91,581.088 (9545,017) 134.5% 91.579,490 9437,845 72.390. ;1,799,738 (9759,614) 142.2% 91,809.193 9299,029 - 83.5% 91,811,825 (9573,396) 131.6% 91,805,923 ;218,583 87.9% 51,817,280 ;41,184 97.7% 91,012.640 ;96,717 94.7% 915,999,360 96,272,999 522,272,359 51.178,093 91,056,618 520,037,648 9800 9313 51,113 959 563 51,001 $635 5312 9947 963 $11 ;999 25.9% 0.595 17.5% -6.1% 369.9% _ 0.3% 521,828,499 51,091 520,313,218 (91,515,281) 107.996 91.615 (976) 31,077 1,3%_ 5949 (9128) 113.5% 7.0% 41.0% Actual vs. Budget by Month 1300500° EEilii:i:iiF:1EJ1:�Ii 0 ,0,1, 4,111 605,0 Lev 0313 0+10 1040 1..30 3.410 0v40 *Total Medirayta Pharos •04900 ' Distribution of Claims Lockton Companies 1 Indian River County Quarterly Reporting Paid Claims through March 2020 Plan Financials Medxe//Rr Forel Cas, Paiiaaansand Budget AN? YID through Mandy Fixed Costs. Gold October tbru Mardi 2020 Paid Claims Medical/Kr 804.1 577,706 555,963 5133,669 578,019 056,207 5134,225 977,893 556,125 9134,018 577,570 555,881 5133.451 577,481 555,840 9133,321 577,102 555,556 5133457 Oct -19 1,375 Nov -19 1.381 Dec -19 1,379 3an-20 1,373 Feb -20 1.372 Mar -20 1,365 Apr -20 May -20 lun-20 3uI-20 Aug -20 Sep -20 Total PERM 8.245 Prior YTD 1,374 1,654 % Change -16.9% Brom Medical Bram Rs A oonesevat Dakar Not of Nelms ._T..• Itl03inep A{X'., ... 1 _ I8 51,815,652 5457,513 ;2,272,565 50 $0 52,272,565 9844,903 5468,586 51,313,489 ;41.465 50 51,272,024 51,865,932 5478,218 52,344,150 57,785 5210,102 $2,126,263 51,476,453 9406,323 51,882,776 5393,339 5157,176 51,332,261 51,033,599 3511.640 51.545,239 50 ;18,849 51.526,390 51,237,654 9423,754 91,661,408 50 5217,056 91,444,352 Total 0laatr0186 $2/406,234 91,406,249 52,260,281 51,465,712 51,659,712 51,577,010 I2 DI Actual vs. Bodoet Rolla 51.540,345 ($865,889) 156239 51,547.335 9141.086 50.9% 91,546,475 (5713,806) 1462% 91,538,225 572513 95339 91,539,370 (5120,342) 107.8% 91,532,265 (544,745) - 102.9% ;465,771 9335,572 5801,342 956 541 597 950 932 582 13.0% 28.1% 18.995 58,273.592 54746,535 511,019,626 5442,589 5603,182 99.973,855 $1,003 ;333 ;1,337 $54 973 51,210 5683 47.0% $309 5991 591 522 9878 7.9% 34.8% -41.2% 234.1% 375% 510,775,197 51,307 99.244,015 (51,531,182) 116.6% 51,121 (9186) 9960 36.2% 5949 (911) 101.2% 18.2% 1560.7% Distribution of Plan Costs • Month 6000000 ;005000 ,3005900 ]..00.000 1 0000 5000000 *MedaNua0na •n,fIn= nooio •Chits at attn. Indian River County Quarterly Reporting Paid Claims through March 2020 Plan Financials Medxef/Rx 'bred Costs, paid calms and Budget Plan Mr through March Actual vs 0udoet by Month vr 06.15 aYi9 04.4.9 rm 20 t41.20 AK -22 1111r Rate Medical/Rs Pian 541 5800101 Lockton Companies Silver October thru March 2020 Fixed Costs Paid claims 0.01003768 5009 taw real mesa Ow Mauro 0501 kr Mond,/Year Enrollment admin Revd env . cab. ......_ta0lnv Claim. __Total 6mmw .9,r.UMW 9105,397 919,918 5125,315 90 ;57,519 518,403 ;75,922 90 574,531 921,837 996,368 30 567,301 925,653 592,954 90 565,390 921,259 986,649 50 564.622 544,359 9188,930 90 Oct -19 - -286 Nov -19 288 Dec -19 294 3arr20 295 Feb -20 306 Mar -20 308 Apr -20 May -20 360020 341-20 Aug -20 Sep -20 Total 06594 516,163 511,640 527,803 516,270 911.722 927,992 516,607 $11,966 928,572 916,667 912,007 528,673 917,281 512,454 ;29,735 517,397 912,536 929,933 d Total Ma0a750 005060*_ 50 50 i0 50 90 i0 9125,315 575,922 596,368 992,954 586,649 5108,980 9153,118 5103,914 ;124,941 5121.627 ;116,384 9138,913 Actual vs.. Budget 5259,393 ;261558 5265,350 5267,698 $277,910 5280,375 8903861 _MOW--- taw Rrtb_ 5106,274 595% 9157.944 39.7% 9140,409 47.1% 9146,070 45.4% 9161,526 41.945 5141.462 49.5% 1,777 SS10.000 5160.000 SM.= 5219.000 5100300 5.5.000 590.000 560.000 511.000 So 296 $100,364 972,324 5172,708 556 941 997 11.<9.1C100 0.01nin •ae/ua.re<1m,n • Cafe= meeaae $434,760 5151,429 5586,189 5245 ;85 4330 54 50 50 5586,189 90 3330 9758,895 9427 51,612,583 5853,685 471% 5907 $480 Actual vs, Sudan by Month S2aa0 $1504000 0103-0 0000/00 5000000 560300 10 0.040 00.14 010.15 x,.20 040.06 bu.00 40,40 0030 0.040 mato 0510 0.0.00 IIT0311.1dio Plan Cas ■8udaet Lockton Companies 1 iiiiimil 111111 M 0.040 00.14 010.15 x,.20 040.06 bu.00 40,40 0030 0.040 mato 0510 0.0.00 IIT0311.1dio Plan Cas ■8udaet Lockton Companies 1 Indian River County Quarterly Reporting Paid Claims through Mardi 2020 Plan Financials Executive Summary. Plan YTD through March Acral versus Budget ed/cal S12,000,000 $10,000,000 ss,000,000 $6,000,000 54,000,000 52,000,000 50 -52,000,000 =Medical/Rx Administration ■Stop Loss Premium =Claims Net of (Stand Rx Rebates Indian River County Quarterly Reporting Paid Gaines through March 2020 Plan Financials Enrollment by Plan Plan YTD through March Key: .A: Includes premium equivalent rates (accruals) multiplied by enrollment B: Net pald claims (medical & Rx), Rx rebates, ASO fees, and stop loss prelmum C: Budgeted accruals less actual plan cost Enrollment by Plan October thru March 2020 Silver Month/Year P/an Year -to -Date Actual Versus Total $ Budget PEPM A. B. c. Budgeted Accruals $10,856,598 $1,083 Actual Plan Costs $11,534,095 $1,151 Surplus/(Deficit) ($677,497) ($68) S12,000,000 $10,000,000 ss,000,000 $6,000,000 54,000,000 52,000,000 50 -52,000,000 =Medical/Rx Administration ■Stop Loss Premium =Claims Net of (Stand Rx Rebates Indian River County Quarterly Reporting Paid Gaines through March 2020 Plan Financials Enrollment by Plan Plan YTD through March Key: .A: Includes premium equivalent rates (accruals) multiplied by enrollment B: Net pald claims (medical & Rx), Rx rebates, ASO fees, and stop loss prelmum C: Budgeted accruals less actual plan cost Enrollment by Plan October thru March 2020 Silver Month/Year Employee Only Family Total Employee Only Family Total Oct -19 556 819 1,375 167 119 286 Nov -19 558 823 1,381 167 121 288 Dec -19 555 824 1,379 174 120 294 Jan -20 555 818 1,373 172 123 295 Feb -20 Mar -20 551 547 821 818 1,372 1,365 178 178 128 130 3061r 308 Apr -20 May -20 Jun -20 Jul -20 Aug -20 Sep -20 Total 3,322 4,923 8,245 1,036 741 1,777 Average 554 821. 1,375 173 124 296 Prior YTD 701 953 1,654 0 0 0 % Change -21.0% -13.8% -16.9% N/A N/A N/A Lockton, Inc. All rights reserved. Lockton Companies 1 Ove 1 Indian River County Quarterly Reporting Paid Claims through March 2020 Plan Financials Large cTarms CmrentMan Year Current Plan Year through March 2020 27 Large Claims over $50,000 Individual Claimant Stop Gross Claims -Loss Deductible Aggregating Specific Erosion Medical Claims $300,000 with Stop -Loss mbuhsements _ Large Claims Over $50,000 Aggregating Net CI ams Current Plan Year Paid October 2019 through March 2020 Specific Deductible of $100,000 - Paid Contract Basis, Medical and .._ Diagnosis ___ Rx Relationship 1 5956,824 9100,000 _Rai 5556.824 $400.000 Desede5 Md9nra Neryla.^n Of A;"ie;al Vent Exam. ForAnMeoplank am Fever, U'soec8'ed 2 5346,358 3O 646,358 5300.000 Subarachroid liem err age. Am* Resters':cry F ises Other Cental Sy, Q.,,, a Upeoiiel tem 3 5200.894 SO SO $200.894 Svc Enmurcer For AnTmorla, snc Chen .w/. Oder Gemara! Secondary fad rasgzum rboplcsm Of Lyrr¢h rods Of lna,isl Rephn And 1osarlib 4 9124,755 $0 $0 9124,755 Encoucsa For +Y npies-:c CrarredrenpY:eta'sttant Neoplasm Of Dean (Ferrde).Uropee:rtd fie. Cerdnmu to Stu, or Breast SubscrNa 5 $122,615 $0 SO 9122.615 Neourew ForArereoplsstic Chemotierapp teafgares Neoplasm Of Oderlper.ed Stns Of Emil: Breast Encounter For Breast Reansauctlaa Fomes; Vastctmy Rdstrber 6 5100,586 SO 50 9100.586 Malign= Macadam Of tor: lie, aacchs, 0, Ure leggier Be:plasp Cf Upper Lobe, Borates, Or Lung; Obshalfee O60nk Worsteds WAdh Ante DcraP s Weather 7 $97,419 SO SO 597,419 Anomalae AtrbvenMtular&Patora Pa,''rtonr Ravine 3.rsant0, ChBIHeeli6 a:dt Deponarm 8 996,014 SO 90 595,014 Spearing for M.gnere SobshOher Primary Braked Osemirosi. Palk Region And Thi9}G Special Neoplasm. Colon; Berkn Neoplasm Of Cden 93,288,272 � 9100,000 50 9603,182 051,511 52,685,091 Ed Sage Renal Cesease;O:herCemptcaOons Due To OtherVame dar Oahe, hnplarc Md 67x4; Mechanical CorMI0adon Of Other Vascsiar Oe.a, F - • A,,4Gra4 Mann: Neoplasm Of Cervix 864, Omered Sre; leapfrogs Syndrome 1Vth Uispec39ed Pd,hOLG:el Lean to Berm/ Nhd,..s2..,m Subember 9 10 594279 988,193 90 90 SO 50 S92,279 588,193 Oder General Syms_. Watts And Abse Of 15npec2red Sas; Sprnal 9rerosh In Cenisd Radon rSPoms 11 $86.489 $0 40 586.489 Odra &nerd 54n 6rs kaki Rbre 966 Caistorneo0LY SPa4e 12 982,688 SO $0 $82,688 n Urepeefed HyposammaSkhde>rmw; Odor 0,50 Of laws Cesa4arees inTooi Erupt= Sub snbv SO 876.006 Pri(peaked Os�rdevsis, tom, leg; Henanhpss toper le„ Other And U.s..1 Primly S+r_.{6I Injury 099f Thigh, Lea And A,lle, Tirdmia Mention Of Bretton Some: 13 14 976,006 $69,161 $0 $0 SO 569,161 Of St -Moine' Crrmunte For A M ..oplast[ Chem:Massy; Matgnanc$°O3iasrn Of Uwer-0uter Quadrant Female Breast tdarcmnt Neoplasm Of Other Spec6ed Sites Of Female Deas; 15 $6,402 $0 SO $64.402 Oder Sptsted fonts Of Cyanic Isdhe,rnc coma pease; SrGdral Homo s!uge Miming 1r jny, Mims Menton Of Open Imre:mi41 Mound Ns loss Of assess; Odea Primary Caadtropopa9d6 Subscriber 16 962,610 SO 30 $62,610 Ulcer Cd Cher Pan Of Pool etafgmnt areolas of Nand&; Varicose Vein Of Loser Emerri5es Mich Uker Subscribe' 17 $62.070 3O 30 562.078 Regional fnterits OfUrcpecred SM Odie Gasm5stonyCareaSca8am; A0enonTo GasO8nq Dnsendat 58 961,617 90 40 561,617 Ercouruer For AntinoPlastr C emateapr; Pe sorted Krstry Of elattpsea Neoplasm Of Bvers9 PsWhylads Ovary Renard! `'pose Indian River County Quarterly Reporting Paid Claims through March 2020 Plan Financials Large Claims warrent Plan Year Current Plan Year through March 2020 27 Large Claims over $50,000 Individual Claimant Stop Gross Claims -Loss Deductible Aggregating Specific Erosion_ Medical Claims $300,000 with Stop -Loss Reimbursements Large Claims Over $50,000 Aggregating Net Claims_ Current Plan Year Paid October 2019 through March 2020 Specific Deductible of $100,000 - Paid Contract Basis, Medical and ._ Di ,nosis Rx _Relatlorahi• 19 . SO 560.393 MmeterMe Nears oisease, U pecified, with f 4450 En.' Sage Renal Mem; Other phssay NMI 20IIMIIMI S0 NM r Of Mersirgm Closed frowner Of Lumbar Vertebra Radiotherapy;Besot.,"Of Uncertain Behaiow Without Menton Of i Cad , w Subscriber' 21 MIME SO 557.908 ..._ ..• _..:. '.; Erdmmbsis OFltena; .... .IT-.. .,• OfTh add Gland And Cates; NMI 22 MIME 50 855.416 NM pet9ied Ulcerate° Cc1fs Q}Kr And U,=�?ed Norhdecto s Gatraenteeds IArs.. .,... .. Of Fornamb • • rf 23 IIRMIEMI SO IIM Primary incz9�d Ormardrosis, Ere Region And Thigh: Benign Neoplasm Of StlnOf Trak Except Scotian;Fromm, For Oder •o..a_d Aftrare:.Tier 24MEM SO 353.844 Binary tocaTaed Oomardrcoss, tower leg; Aftercare rolloettg ]tint Replacement Knee Ions ., . :. Other Bears MS}2alrfJ • IIIIIIIMIItpll lria6et61Vth Neurobstcai Barges int Tyse II Or Unspe ie.'d Type. Not Strad As Uncontrolled; Mimes Ma6ars=shout Menton Of 0oa.Tatm4 Type I Ol8od[Apr& Type], Unconookd; Trams Or lambosa0al Nauru Or Radio . =. ,ed Subscriber 26IIMIMMI SO 55 721 Unspecified Sem; O'neta0as Of Cob; (V:dhat Mention Of Hemorrhage); Coronary fearosderos-s Of Native .. - Art. Susdhxr 27 Total 93,288,272 � 9100,000 50 9603,182 051,511 52,685,091 Ed Sage Renal Cesease;O:herCemptcaOons Due To OtherVame dar Oahe, hnplarc Md 67x4; Mechanical CorMI0adon Of Other Vascsiar Oe.a, F - • A,,4Gra4 SsMolar We are on track to exceed last plan year's high cost claimant number 6 Lockton, Inc. All rights reserved. Lockton Companies 1 Indian River County Quarterly Reporting Paid aaifs9 through September 2019 Plan Financials throe Claims Current Plan Year 49 Large Claims over $50,000 Prior Plan Year Ending September 2019 Clnimnnt Individual Stop Gross Claims -Loss Deductible Aggregating 5•agle Er0skm Medical Claims Over $300,000 with stop -Lon &menta Large Claims $50,000 Paid Aggregating Net Chins Current Plan Year October 2018 through September 2019 Specific Deductible of $100,000 - Paid Contract Basis, Medical andR0 .... Ota nosh.. ._ _ Ralnt'40 sin • 1 5555,291 1100,000 .•elmbu 1155,291 1400,000 Congenital Tricus Abed& And Sten*a6:Uhspoclfied Cerebral Artery Occhabn With Cerebral Infarction; Other Specaled Con &meal Ao000a Or 0enrt Dependent 27 570,634 50 50 570,639 Malignant Neoplasm Of Adrenal 00041 Encointer For Antheopbstk Cremotherepy: Ong Induced Neutropaha 0-,..,.lnt 2 3 6465,565 1413.988 50 $0 6165.565 6113.988 5300,000 5300.000 Acute Myeloid leukemia, Witham Mention Of Having Achieved Rent ion; Vitreous IMm,rrhage, Intracerebral Nenartaoc Dependent 4 6219.954 $0 10 6219,954 Aneurysm, Of Other Spedrbd Artery: Moa 0100a00: Acute And Chronic CI atlas Subscriber 5 6211.895 50 10 1211.095 Melgnaot NeeptasmOf Cervix Uteri, Unpedfod Ste; M0190001 Neoplasm Of Other 5pedflod sites Of rennie Genital Oronm; Ov&000phrosia Subscriber 6 1190.373 10 10 1190.373 Ilia Ot 5002r0000 Other 0003010 0110 500004e,0 7 6173,665 10 60 5173.665 Ucer Of Other Part 01 Feat: septicemia Oue To Sena.: 800erenla Subscriber 8 6140.017 60 60 6140.817 C5-C7 level 6p4na1 CON I0Jvy, Urspedlkd: Closed Fracture 01 Seventh Cervical Vertebro W0hsot Mention Of Spinal CON Inlury; 01:nervation For Other Sp,dlled 5u Peeled Co doom Dependent 9 1121.848 90 60 5121.840 amigo 90004050Of Cerebra11&.4.y..-, Ne0pbsm Of Uncertain Behavior Of MCNges: Other Malebe And Fa[mue Subavlber 10 1119,950 60 10 5119,950 Encounter For Mtm miestk Chemotherapy; Malignant Neoplasm Of Upper -Outer Quadrant Of Female Breast: Pe30 01 last0v Of Mato -tent aleopl1 19 Of Frenal Subscriber 36 6119.095 SO $0 1119.895 LU0 Of 1001001, Teedaa, And lung; Respiratory Catltbns Due To Snow Inhalation; OI6lr0dlve Seep Apaa(Adult)(Pedatric) - Su crilo-r 11 12 5112.173 00 50 1112.173 Re9ba1 Enteritis Of Urspeoned 50.&; Regional Entad. Of 9m1 intestine Vvth large Intestine; Ceh4e6 And Abscess 01 Tunic 000002em 38 5111.826 SO 60 1111.026 U0oeMOed Ulceretae COME: ReM3n el Emeriti, 0( Un spe00ed Ste: Ab400100l Ten d0mess. Perlurtt 00 Swann 13 14 5110.741 50 60 6110,741 Malignant neoplasm Of Upper -Outer Quadrant Of Female 000,1; Malignant Neoplasm Of lime. (F.i,sIl), 1.Msped1Rd Ste: 1100.11, For Freest Reconstruction Foiio0Ano Mo910105 ? 5rwsa0 15 697.804 60 60 597.004 Other Conlan tbna 0.0 To Other 1Memai Orthopedic Device, Implant, And Graft; Aftercare Fabw1g klnt 00310Oenrnt: Secondary localized Oste00rthods. AMP, And rant 5utn0910, 16 696.123 60 $0 196.123 Sd,at 51010 0 in Cervical Reba': Cervical 5o0Mvlca6 Without Myelopathy: AO9Ire2 SporWb1sthesk Subscriber 42 508.652 60 SO 588.652 Caner General 51,m000W Intemrd4ta Cw0ary5a RA*,n; Npmrvxerkl4'r6'oa6 Subscriber 17 16 606.534 60 $0 186.534 3.1,80001 NeapbsmO( Lower lose, hondr6. Or luno; Ps s,ocoro,l s0000e,dn' Unspecified septicemia Spoo-a 19 185.256 SO 50 185256 Accrareel Spontiyhthrhesist Prim, loea(zed Osteoarthrosis. Shoulder Region; Degeneration Of Uarbar Or bm...e d Intervertebral Dix Subscriber 20 184.694 SO 10 184.694 Encounter For Antineoplastic Chemotherapy; .0000001 Neoplasm Of Prostate; Closed Facture Of lateral 0901e41u0 5019405er 23 602 616 10 SO 682.616 fl pket0ry O6tre0 Syndrome In Newborn: Other General Symit00; Stere liveborn, Born In Hospital, OrWened Mr Oevirea' Delivery D ecen00nt 22 676,751 50 10 576.751 Aortic Valve Disorders. E0mu'ter For Therapeutic Ong MSNto4g: Anter ere rolowlg Same, 01 The arcuate, System Nae 5u,,,,,,, 23 175,384 $0 $0 675,384 Encounter For AMm00(4astk Chenotherepy: Radiotherapy; M00g1n0t N..Onan Of Cohn, ll0ped000 Site Sub9Ober 24 674,134 $0 80 174.134 Perkin Ne0Pman Of Adrenal Gland: Hylwostasse,d0; 1Npemkbsteronb0 Uopedne31 Sub.:rater 25 673,963 $0 SO 173.963 Ua0nd6ed t*yp0tootw doadherti Sprat And Strain Of Unspecified site Of gladder AM Upper Amt llrespe00ed Osen*e Of nal. And Dat follicles er Subscriber Claimant Individual Stop Gross Claims -Loss Deductible Aggregating Specific Erosion Medical Claims Over $300,000 with Stop -Loss Reimbursements $50,000 Paid Aggregating Net Claims October 2018 through September 2019 Specific Deductible of $100,000 - Paid Contract Basis, Medical and Diagnosis Rs Relationship 26 571,447 50 10 571,447 Regional EnterB)s Of Snot IMesthe; Attention To Ileostomy; Ovenk06113 Of Cdon (Without Mohan Of Hemorrhage) FM. 27 570,634 50 50 570,639 Rhea ntolo Arthritis; Other Spedfied Cardiac Dysrhy[hries; Aline Myocardial Infaretbn, lhsped0ed Site. Initial Episode Of Care Subscriber 28 569,799 $0 50 $69.799 Arthrodesis Status; Cervical 6pordybsls Vatho,2 Myelopathy; 5Nra19enos6 In Cervical Replan 100Vs0 29 866,864 50 $0 $66,864 Tat, Mate liveborn, Born In Hospital, Delivered By Cesarean Delvery; Other Preterm Infants, 2,000- 2,499 Gramm: Fenian Problems In Newborn Om enent 30 166,665 50 $0 $66,665 Winery 10004002 Osteoarttrmis, Lawn Leg; Tear 0f Medal Cartilage Or Meniscus Of Knee, Current; Dsrtption Of Internal Operation (Straka!Wound Spouse 31 566,220 60 80 966,220 Pdrrary 101abed Oste0artrrOs6, lower Leg; Priory Localized Osteoa6Mo56, Peak Region And thigh; Basal Cel Carth0ra Of San Of Other And Utspedfied Parts Of Face abscdber 32 065,698 80 50 $65,698 End Stage Renal Disease; Other Fur Overload; Other Conplkatb0s Cue To Other Vascular Device, Implant, And Graft Subscriber 33 561.906 60 60 $61.906 Other General Symptom: Spinal 591000610Cervical Reckon: Chronic Lvrtohoc0Oc Thvrdddis Sows< 34 $61.569 50 10 061,569 EM Aare Renal Unease: Other Specified Pre-OpernWe E0anira tion: Other General 9y0pt0n9 Space 35 $60.981 50 $0 $60.481 (*Marital Loosening Of Prosthetic Sant; Encounter For Other Spedfled Aftercare; Other Complications Due To Other Internal Orthopedic Device. 105ant AM Graft Sows 36 660.429 50 50 560.429 Pinery localized Oste0ar114051s, lower Leg; Aftercare Farming IoM Replacement: Specia15crcerhg For Malenar 1 Neoplasms, Cohn 5pesae 37 560,917 $0 $0 $60,417 Spiral Stenosis In Cervical Region; Other General Symptom; Thoracic Or Lurtbosacral heralds Cr Radicatis. Unspecified Stbsoiber 38 559,535 50 50 • $59,535 Acquired SponcMclathes6; Other Orthopedic Aftercare; Other General SV0,00rrs Spouse 39 557.130 $0 60 $57.130 E nrotnt0, For Andeoplastk Chemotherapy; Ma99nant Neoplasm Of Posterior Wal Of Nasoparyro; Couch Spouse 40 555,813 $0 50 $55.813 Cardiac C0000catbns: U,90045ed Cheese Of Pericardium Encounter For Torape0tk 015 900490ro 5ubsolber 4) $55.501 50 50 855,501 Rheunotdd Aril -wins; Pnrory Located Osteoerthros6, Lower Leg; Ospbce0ent Of Unbar Intervertebral our Without Myebpetlry Subscriber 42 $55.342 $0 50 $55,342 Unspecified Septkelda; Sderoslro MCumerP6; Portal Vein Thronb0sb Subso@er 43 555,246 50 $0 555,246 Neoplasm Of Uncertain Behavior OfOvary; Other General 9ynpt0mp; MalOnom Neoplasm Of Ovary Subscriber 49 559,328 00 50 554,328 Primry locaf0ed Osteo0rthosis, Lowe, Lee; Atrial Abduct.; Obstructive Sleep Apnea (Adult) (Pediatric) 5paae 95 054278 $0 SO 654.278 Primary Located Osteoath os6, Peak Region AM Thigh; Other Specified Conpketbns; Ngopedfk 5310100001815000040011115011001) 01v"Re 46 554,192 50 00 559.192 Coronary Atherosclerosis Of Native Coronary Artery; Coronary Atheroaderosh Of Unspedf.1 Type Of 940015 Graft; Chest Pah. Other S0Oae 97 552.870 60 50 552,870 Encounter For Amheophstk Chemotherapy; Dm; Induced Neutropenia; Malgr01l Neoplasm Of &east (Fenix), Unspecified Ste Subscriber 48 $51,118 $0 $0 $51.118 Slbara0hrold Hem rrhe9e: Cerebral Aneurysm Nomphred: Acute Rcspi tory Falure Subscriber 99 Total -50 341 55,427,712 50 5100,000 50 ' 5434,844 50 341 54,992,868 Cehlt'a AM Abscess Of Trunk; Other General Syoptonn; Special Screening For Malignant Neoplasm, Cohn " RA) Pharmacy Claims October 2019 through March 2020 (w/o rebates) IWienefKSi Monthly Exposure EE Memb Counts er Counts Gross Claims Indian River County Board of County Commissioners Monthly Claims Experience Paid Claims Member Gross Paid Specialty Paid Scripts Generic Mail Rate (%) Contribution Claims Claims Claims Claims PMPM Dispensing PMPM PMPM PMPM PMPM Rate (%) Tess Specialty History May 2018- Se Pte tuber 2018 1,653. 3,823. $2,748,392.13 52,547,005.88 5201,386.25 5143.81 $133.26 553.43 $79.84 1.00 85.10% 10.41% October 2018- September 2019 October2019 1,671 1,690. 3,784 3,806. 57,015,968.90) 6558,373.58 56,433,809.32 5477,431.18 5582,159.58 Current 680,942.40 5154.57 5146.71 $141.75 $125.44 561.47 544.89 580.28 580.55 0.99 1.04 85.73% 81.74% 9.8596 8.98% November2019 December2019 1,701. 1,687. 3,807. 3,747. 6568,305.61 5583,185.90 5486,988.77 5500,055.19 581,316.84 583,130.71 5149.28 5155.64 5127.92 5133.45 549.59 552.63 $78.33 580.83 0.94 1.01 85.25% 86.91% 9.07% 8.3656 la nuary2020 1,686. 3,747. 6511,196.84 $431,976.67 679,220.17 5136.43 5115.29 541.61 573.68 1.01 87.57% 8.70% rebruary2020 1,689. 3,738. 6622,767.03 $532,899.05 589,867.98 5166.60 5142.56 $66.65 575.91 0.97 86.97% 8.30% March 2020 1,693. 3,742. 6551,673.66 6468,112.92 683,560.74 5147.43 $125.10 552.14 $72.95 1.03 88.22% 8.81% 2019 Totals 1,691. 3,765. 53,395,502.62 52,897,463.78 $498,038.84 5150.35 5128.29 551.25 577.04 1.00 86.11% 8.70% Trend 2019 YTD vs. 2018 1.20% -0.50% -2.73% -9.50% -16.63% -4.04% 1.01% 0.44% -11.68% Manage .Drug Trend & increase Value Benefit Plan Year Jan 2020 - Mar 2020 016 17 High Dollar Claim Review (HDCR) &-Low Clinical Value (LCV) Management, E si.00 e d 91.60- 4.2,{ .51.09- r10,P .9 am pQ` -Small-to- Midsize' Employer's, Pharmacy Benefit - 811.66 - 610.06, - E4.ee r 88.00 r.I n.66 L16.60 85.90 0 o - a. n (.2 LCV BenefitP)an Year Potential Cost Avoidance $21,450 Plan Cost HDCR Benefit Plan Year Potential Cost Avoidance $56,527 Plan cost Optimized, Clinical .Pharmacy. Quality Programs designed to serve the hest Benefits interests of the employer & its members. Confidential, Proprietary, and Trade Secret Iriformation Belonging to RxOenefits, Inc. Igo -11 SavonSP Savings — Manufacturer's Copay Assistance Net Savings October 2019 through March 2020 total $127,388 Net Savings Q1 - $64,415 Net Savings Q2 - $62,973 Understanding Your High Cost Utilizers Benefit Plan Year: Jan 2020 - Mar 2020 14 19 Jan in 2020 - Dec 2020 Jan ; 2019 - Dec 2019 Utilizers Over $50,000 7 0$50k -$75k C$75k-$100k C$100k+ Utilizers Plan Cost Utilizers Description Dependent Employee Total [Members 1 2,059 1,701 Utilizers 1 1,047 1,132 Utilizers % 50.8% 66.5% Plan Cost $675,034 $757,955 3,760 2,179 58.0% $1,432,989 [member Cost $107,090 $145,559 Utilizess & Memter cotmts are total over the reporting period and Plan Paid % Paid Plan Cost Per Utilizer $252,649 1 not nicrnthty averages. Plan Paid Per Utilizer IS 2,157 VD $ 10.001 - $ 50,000 21 1.120 12 $404 60.84% j $20,550 30.12% [S 50.001 -S75,000 0 o 75,001 - $ 100,000 0 0 so 000% $0 0.00% LS100,000 1' 0 aDependent CI Employee ) 3.18% -7.05% J -2.34% -3.87% N/A N/A N/A N/A $128,279 8.95% [ -6.22% -6.22% Year over Year Variance Confidential, Proprietary, and Trade Secret Information Belonging to RxBenefits, inc. Trend & Plan Cost Analysis: Understanding Your High Cost Utilizers° Report Date: Jan 2019 - Dec 2019 2.00M 1.00M .00 Cost Breakdown �.1111iam. Indian River County Board of CounyCommissioners Dependent Elnployee 201901 2019Q2 201903 2019Q4 • Member Cost • Plan Cost Members' Utilizers % Utilizers Plan Cost 1,581 1,479 69.9% 80.6% Member Cost High Cost Utilizers 53,081,748 53,342,750 $301,982 • 5387,700 Jan 2019 - Dec 2019 Utilizers Plan Cost Utilizers Plan Paid % Utilizers % Paid Per Utilizers 3,060 52,099.51 100.00% , , .100.00% : 242 - 520,403.89: .7.91% 76.86% All Utilizers • Utilizers Plan Cost > 55,000' ' $ 0 - 5 5,000 2,818 5527.59 92.09% 23.14% 5 5,001 - 5 10,000 . 117 57,149.32 3.82% 13.02% $ 10,001 - $ 20,000 74 513,390.94 2.42% 15.42% 5 20,001 - 5.50,000 30 531,754.24 0.98% 14.83% 5 50,001 - $ 75,000 10 561,502.60 0.33% 9.57% 5 75,001 - $ 100,000 4 7 588,51522 $169,803.83 0.13% 0.23% 5.51% 18.5096 > 5100,000 ' • u Utilizers& Member counts are total over the reporting period and not monthly averages. • All calculations do not take Into account any rebates estimated or received unless otherwise noted. Understanding 'Brand/Generic Utilization Benefit Plan Year';Jan 2020 Mar 2020 21 Total Rx Plan Gost. Bfand ll•Gerierie S1L2fv1 $234.3K • Gonfidentiel' Proprietary ertC.Tracie;Secret InFaimaiiolrBelongmg to'RxBenefitsi Inc: Executive Summary Benefit Plan Year: Jan 2020- Mar 2020 Plan Performance • Trend Rate: -8.61% PMPM ( Plan Cost $128.74 (vs. $98.91 National average) • Specialty: 41.9% of plan cost (vs. 47.00% National average) • Generic Dispensing Rate: 87.65% (vs. 86.00% National average) Pharmacy Program 23 • RX Programs have resulted in savings/avoidance • Generic dispensing rate is high (which is good) • We are receiving 100% of rebates • Preferred Brand and Non -preferred Brand (Brand and Specialty Medications) while only 12.5% of the total prescriptions filled equate to 83.7% of the total Rx spend 24 L°1(0-20 Health Plan Overview • Continue to have high cost claimants. On track to exceed last years' experience. • Projected funding requirements of $3M. • Silver Plan is performing well and the Gold Plan premiums are not sufficient to cover plan expenses • Silver Plan enrollment is increasing • Stop Toss experience is projected to result in approximately 30% increase to stop loss premiums for upcoming plan year • Data will not reflect expenses related to COVID-19 for claims paid after March 2020 © Lockton, Inc. All rights reserved. Plan Funding — Current vs. Projected • Current premium contributions provide $21,751,680 • Projected funding to cover projected expenses for upcoming plan year is $24,821,358 • Additional funding required is $3,069,678 O Lockton, Inc. All rights reserved. Plan Funding - Implementing Phase II of Increase from 2019 © Loddon, Inc. All rights reserved. Employee Premium Only Premier Gold Employee Premium Premier Gold 19/20 Premier Gold 20/21 Increase (Decrease) %Increase (Decrease) Single • 585.00 5110.00 525.00 29.4% Family 5350.00 5400.00 $50.00 14.3% Premier Silver "' Employee Premium .. Premier Silver 19/20 Premier Silver20/21 Increase (Decrease) % Increase (Decrease) Single $15.00 $40.00 $25.00 166.7% Family 5207.50 $257.50 550.00 24.1% 11 Employer Premium Only Premier Gold '" Employer Premium Premier Gold 19/20 Premier Gold 20/21 Increase (Decrease) %Increase (Decrease) Single $660.00 $700.00 540.00 6.1% Family $1,025.00 $1,105.00 " 580:00 7.8% PremierSilver _'- Employer Premium - ,--...... Premier Silver 19/20 Premier Silver 20/21 Increase (Decrease) % Increase (Decrease) Single 5660.00 $700.00 $40.00 6.1% Family $1,025.00 $1,105.00 580.00 7.8% Grand Total- Employee and Emolover Premier Gold - Total(EE+ER Premium Premier Gold 19/20 Premier Gold 20/21 Increase (Decrease) % Increase (Decrease) Single $745.00 5810.00 $65.00 8.7% Family $1,375.00 $1,505.00 5130.00 9.5% Premier Silver Total (EE+ ER) Premium Premier Silver 19/20 Premier Silver20/21 Increase (Decrease) % Increase (Decrease) Single 5675.00 5740.00 $65.00 9.6% Family $1,232.50 $1,362.50 $130.00 10.5°% • Employee contribution increases by $25 for single and $50 for family for both the Gold and Silver plans • The Employer contribution increase was also $25 for single and $50 for family, however, the County Administrator has proposed increasing to $40 for single and $80 for family for both plans • Phase II provides additional funding of $2,041,260 • Shortfall of $1,028,418 of required funding Plan Funding - Is an Increase to the Silver Plan for Employees Appropriate? While an increase to the Gold Plan is supported by plan experience, an increase to the Silver Plan is not supported by plan experience. The Silver Plan is performing well. The County evaluated funding that would be generated if there was no increase to the employee premium under the Silver Plan and • Increase Employee premium under the Gold Plan by $25 for single and $50 for family • Increase Employer contribution for both the Silver and the Gold Plans by $40 for single and $80 for family. • Eliminating the increase in Employee premium on the Silver Plan would reduce the additional funding under Phase II to $1,914,960. • This is a funding short fall of $1,154,718. ® Lockton, Inc. All rights reserved. e.1(o -22 Plan Funding Considerations for Plan Design Changes to Close the Funding Gap Lockton was consulted to identify possible plan design changes to reduce the future funding requirements and close the funding gap. A variety of plan design changes were evaluated. The largest savings is through substantially increasing plan deductibles and increasing pharmacy copays. This is Option 2A. • Gold deductible increase to $1,500/$3,000 in -network and $3,000/$6,000 out -of -network • Silver deductible increases to $2,500/$5,000 in -network and $5,000/$10,000 out -of -network • Copay increase for Preferred Brand medication by $15 and Non -preferred Brand medication by $25 (Gold $50/$65 & Silver $65/$85). • Increase Employee premium under the Gold Plan by $25 for single and $50 for family • Increase Employer contribution for both the Silver and the Gold Plans by $40 for single and $80 for family • Plan changes equates to $550K in savings • This brings the funding shortfall to $604,718 © Lockton, Inc. All rights reserved. Plan Funding Considerations for Plan Design Changes to Close the Funding Gap A variety of moderated plan design changes were identified that result in plan savings of $213K. This is Option 26. • Gold deductible increase to $600/$1,200 in -network and $1,200/$2,400 out -of -network • Silver deductible increase to $1,000/$2,000 in -network and $2,000/$4,000 out -of -network • Increases PCP, specialist, urgent care, and convenient care copays, increase by $5 under both Gold and Silver Plans. • • Copay increase for Preferred Brand medication by $15 and Non -preferred Brand medication by $25 (Gold $50/$65 & Silver $65/$85). • Increase Employee premium under the Gold Plan by $25 for single and $50 for family. No increase for Silver Plan. • Increase Employer contribution for both the Silver and the Gold Plans by $40 for single and $80 for family • This is a funding shortfall of $941,718. Both Option 2A and 2B are presented on the following slides. © Lockton, Inc. All rights reserved. 11 I roo COM Oa 9.9 16.96. Plan Funding Considerations for Plan Design Changes to Close the Funding Gap llvnht Plc �i4tl PI6n.03550 .a+F+1171 Pbn. 5302 eRl Value % by Dan Projected aema 6900 % TatN CoO12.0.9 Jt:.b w+421149ty 66.2% INA 624,255,0 N/A N/A 79.6% N/A NMI 111 5409/0600 0699/51"990 206 3096 6600/01.600 61.660/63]00 3016 40% ®le!'l1 a rt=4.adv.m�1�sha.Delli 1^9,Jr^nik� I 63,090/66,003 64,000/66.000 $6,000/612,000 8,000/516,000 Ie..* ramxy PNry*n In7e0wh 5pca1151 • 41..95.619 625 C61a19900 045 CopeymNA DED * 30% $5 Comment 55 (131670 DED+ 30% 85 Cop47N4 $60 (07340606 OED +4D% 55 (194771 65 (163971 DEO +40% 625 Copeymm1 DEO + 3096 535 (6,0.79/6041 0[0+4096 10110111111 nfletnoh DAD 800 + OED+ 2016 PAD 800+ OCD+ 3016 Dm• us DEO +20% INN DED+ 2016 PAD 6500 + DED+ 3006 DAD 61,0004 DEO + 4016 OED + 30% INN DEO+ 3016 • �I�Nn. A9olb.,cu6px raNa� GxrAo3t35v0.1 DEO + 20% INN DED+ 2016 No C2urge 3016 DED + 30% 71110ED + No Charge 4016 10 Lockton, Inc All rights reserved. 09=771.1.1 t4.7771779.73 66.296 37.6% -2J% .2J% 023,205,000 5550.000 2.3% -l'lki"N33 el 53,:01,.5934 2016 3016 3016 4096 03,990/56,996 56,000/612,000 64,090/8,000 66.000/615,000 025 C9pey404 345 Common DEO+ 30% 635 CapaNne6 VD Moon. OED+ 40% is Comm. 5501^1971 OED +3006 65 Cap9ymenl $5 (194070 DED. 4096 6250+9945343+ OED 4 30% 035 Ceprymve DED+ q% PAD 6200 + OED+ 2016 DID 6500 + OED + 3096 DID 5400 + DEO ♦ 3016 DID 01,000 ♦ DED + 403 DED + 20% INN OED+ 2016 DED + 3006 DRI DED+ 3096 0[:0+20% DEO +3006 IMI OED+ 2016 .1110ED 4 3016 N6 Charge 3036 6 Clvrye 4096 61u00p11055 6x.416 d.9% 79.1% db% 624,042,000 -$213,900 .0.9% MOM MI— .1.1111illEMIIIINEMINM= x06 301 3016 4006 OA00/ 1 �a rOrnb'� . 53.009/8,000 66.000/$12,000 64.900/66,000 $6,000/016,000 MIIIIIIIIMI IMOMMIENTIMI OED +30% DEO +4036 IIINIM 65 Cleymml 05 (0993/671 65(26340* 653*64437l 000+3.96 OED + 40% IlMillillINIMMIEMII DEO +®®30% DEO +4096 1 li �® L1 1 DAD$2 PAD $ DAD $400i MO43096 PAD 01,000+DED•Me DEO+2016 DOD +3096 INN DEO+ 2016 INN DED+ 30b MD + 2096 INN DEO+ 2096 INN OCD+ 3015 No Cho, o No Merge 3016 4016 Plan Funding Considerations for Plan Design Changes to Close the Funding Gap Open OP Coon oetp.>a MEM «at,PAPS. M MO Compere • DED • Sas In Cc* Copenent MONIMIMI�. 410o Dorm. ta .996 ear IX Par IPPON Po Paw la.we D669• 9.0.1 YISCaoranera I IVA ;nom t9o.. saw 191.1 Caoreta% 1,00 3044. 40. 446 Corn •Ia lava 00 me 69!99 awn 3916 it Cavon.era ISO Capp. Is... soot n Ave aw,m93 3 Lockton, In _...� �. MD • 3014 Orden MO. IC. 3* ,Do66mm64+rot otO•to. I ntib�4.aa, .9(019. .w3anen 1+940.,, 9 awP.6A tomato • to. Poo cooremes 4.0 Coop. PO Capp. ICA .110 Campo. {a0 cappa. D9,(PPP mel 00*taw, .09 1 •1`. toren bp D Reel Came. Crpo 1.15 Camp. WOMENDID • 3044 OHO aam0.44.6mD90•PO. .6 ChM COD • 406 oto • 474 000aw,m6N+pNDEO •Ora Coammea 4200 Crept SIOCapapnen MO • 4044 ECM. AutnaAe. COM,. aawperA•Core. ther ales...met a Gerald ObmN� e.mebem9 awn 161 45aw,mm4 roee a72:1Re.9awmm4 110 -24 Plan Funding Considerations for Plan Design Changes to Close the Funding Gap When evaluating the Phase II premium increase, it applies a rate increase to the Silver Plan members and still results in a substantial funding shortfall of $ 1,028,418. Increasing only the employee premiums under the Gold Plan and the employer premium under both plans, increases the funding shortfall to $1,154,718. When evaluating Options 2A and 2B in conjunction with no employee premium increase under the Silver Plan, an increase in employee premiums under the Gold Plan equal to Phase II from 2019, and increasing the employer contribution under both plans still results in budget shortfalls of $604,718 and $941,718, respectively. © Lockton, Inc. All rights reserved. Plan Funding Considerations for Plan Design Changes to Close the Funding Gap A third option is also considered to provide for funding necessary to cover projected expenses. • Increase Employer contribution by $40 for single coverage and $80 for family coverage under both plans. This generates $1,256,160 in additional funding. • The employee premium under the Gold Plan would also increase by $40 for single coverage and $80 for family coverage also generating $1,054,080 in funding. There is no change to the Employee premiums under the Silver Plan. The additional premium increase for employees covered by the Gold Plan is supported by plan experience. This is Option 3A. • This results in a funding shortfall of $759,438. • In addition, implement moderated plan changes associated with Option 2B equaling $213,000. This is Option 3B. • This further reduced the funding shortfall to $546,438. This is the lowest funding gap of all the options and provides the least plan design change. © Lockton, Inc. All rights reserved. VLD1 111(p -2S Employees Premiums for Various Options and Associated Budget Shortfall 8 Lockton, Inc. All rights reserved. Indian River County Medical & Rx Plan © Lockton, Inc. All rights reserved. ■ Comments & Questions Lockton Companies 1 Current Plan Opt 1 Phase II - No Plan Changes Option 2A & 28- Phase II Gold Increase & No Employee Increase for Silver w/Plan Changes of 5550K for 2A or $213K for 28 Option 3A - Gold Increase & No Employee Increase for Silver- 3B includes Plan Changes from 2B of $213K Monthly Premiums Employee Portion Monthly Premiums Employee Portion Monthly Premiums Employee Portion Monthly Premiums Employee Portion Gold Single 5745.00 - 585.00 5810.00 5110.00 5810.00 5110.00 5825.00 5125.00 Gold Family .$1,375.00 5350.00 51,505.00 5400.00 51,505.00 $400.00 - - 51,535.00 5430.00 Silver Single 5675.00 515.00 5740.00 $40.00 5715.00 $15.00. 5715.00 515.00 Silver Family 51,232.50 $207.50 . 51,362.50 $257.50 51,312.50 5207.50 • 51,312.50 $207.50 1 Funding Shortfall - $1,028,418 Option 2A Funding Shortfall Option 2B Funding Shortfall $604,718 Option 3A Funding Shortfall - 5759,438 ^ ^ T _ —Option 5941,718 Option 3B Funding Shortfall_ $546,438 8 Lockton, Inc. All rights reserved. Indian River County Medical & Rx Plan © Lockton, Inc. All rights reserved. ■ Comments & Questions Lockton Companies 1 Indian River County - Option 3B Gold Plan 2020/2021 Health Insurance Retiree Subsidy Rates Below rates are for retirees hired prior to 2/1/2006 and who retired on or after 1/31/2009. Subsidy premium ceases for employee at age 65 and employee/spouse when both attain age 65. After age 65 retiree or spouse pays full subsidy cal premium amount. GOLD Total Monthly Premium Single Family $825.00 $1,535.00 Subsidy Calculation Premium $810.00 $1,327.50 Single Subsidy Family Subsidy Years of Service 15 16 17 18 19 20 or more Subs 30% 32% 34% 36% 38% 40% Code Retiree Paid S30 $567.00 S32 $550.80 S34 $534.60 S36 $518.40 S38 $502.20 S40 $486.00 Code Retiree Paid F30 $929.25 F32 $902.70 F34 $876.15 F36 $849.60 F38 $823.05 F40 $796.50 County $243.00 $259.20 $275.40 $291.60 $307.80 $324.00 County $398.25 $424.80 $451.35 $477.90 $504.45 $531.00 Below rates are for retirees who retired prior to 01/31/2009 and are eligible for an additional 20% subsidy due to Medicare eligiblit GOLD Total Monthly Premium Single Family $5,000 $825.00 $1,535.00 Single Subsidy Family Subsidy Subsidy Calculation Premium $810.00 $1,327.50 Years of Service Subs % Code Retiree Paid Code Retiree Paid County County Less than 15years 20% S20 $648.00 F20 $1,062.00 $162.00 $265.50 15 50% S50 $405.00 F50 $663.75 $405.00 $663.75 16 52% S52 $388.80 F52 $637.20 $421.20 $690.30 17 54% S54 $372.60 F54 $610.65 $437.40 $716.85 18 56% S56 $356.40 F56 $584.10 $453.60 $743.40 19 58% S58 $340.20 F58 $557.55 $469.80 $769.95 20 or more 60% S60 $324.00 F60 $531.00 $486.00 $796.50 Medicare Advantage PPO 2 RX 1 Plan Monthly Rate PPO 2 RX 1 Single $295.11 (TBD) Mutual of Omaha Life Insurance Premiums Amount of Coverage Montly Rate $5,000 $3.50 $10,000 $7.00 $ 20,000 $14.00 Iq(e-21 Indian River County - Option 3B Silver Plan 2020/2021 Health Insurance Retiree Subsidy Rates Below rates are for retirees hired prior to 2/1/2006 and who retired on or after 1/31/2009. Subsidy premium ceases for employee at age 65 and employee/spouse when both attain age 65. After age 65 retiree or spouse pays full subsidy cal premium amount. SILVER Total Monthly Premium Single Family $700.00 $1,312.50 Subsidy Calculation Premium* $715.00 $1,105.00 Single Subsidy Family Subsidy Years of Service 15 16 17 18 19 20 or more Subs % 30% 32% 34% 36% 38% 40% Code Retiree Paid S30 $500.50 532 $486.20 S34 $471.90 S36 $457.60 S38 $443.30 S40 $429.00 Code Retiree Paid F30 $773.50 F32 $751.40 F34 $729.30 F36 $707.20 F38 $685.10 F40 $663.00 County $214.50 $228.80 $243.10 $257.40 $271.70 $286.00 County $331.50 $353.60 $375.70 $397.80 $419.90 $442.00 Below rates are for retirees who retired prior to 01/31/2009 and are eligible for an additional 20% subsidy due to Medicare eligiblit SILVER Total Monthly Premium Single Family $5,000 $700.00 $1,312.50 Single Subsidy Family Subsidy Subsidy Calculation Premium* $715.00 $1,105.00 Years of Service Subs % Code Retiree Paid Code Retiree Paid County County Less than 15 years 20% S20 $572.00 F20 $884.00 $143.00 $221.00 15 50% S50 $357.50 F50 $552.50 $357.50 $552.50 16 52% S52 $343.20 F52 $530.40 $371.80 $574.60 17 54% S54 $328.90 F54 $508.30 $386.10 $596.70 18 56% S56 $314.60 F56 $486.20 $400.40 $618.80 19 58% S58 $300.30 F58 $464.10 $414.70 $640.90 20 or more 60% S60 $286.00 F60 $442.00 $429.00 $663.00 *The subsidy calculation premium is the Employer paid portion of the total monthly premium for health insurance and does not include the Employee paid portion. Medicare Advantage PPO 2 RX 1 Plan Monthly Rate PPO 2 RX 1 Single $295.11 TBD Mutual of Omaha Life Insurance Premiums Amount of Coverage Montly. Rate $5,000 $3.50 $10,000 $7.00 $20,000 $14.00 F:\Human Resources\Suzanne BoyII\Agenda Items\Health Insurance Renewal 2020\Retiree Subsidy Premiums 10.1.2020 Silver - Gold Plans 2.019 1 2020 Employee Benefit Highlights Contact Information Martin County Sheriff's Office 1 Employee Benefit Highlights 1 2019-2020 Deanna Gargan —Benefits Coordinator Phone: (772) 220-7143 1 Fax: (772) 220-7112 Email: dlgargan@sheriff.martin.fl.us Human Resources Unit Yolanda Bilis — Assistant Manager Phone: (772) 220-70101 Fax: (772) 220-7112 Email: ymbills@sheriffmartin.fl.us Aimie M. Pieper — Manager Phone: (772) 220-7005 1 Fax: (772) 220-7112 Email: ampieper@sheriffmartin.fl.us Medical Insurance Florida Blue Customer Service: (800) 352-2583 www.floridablue.com Prescription Drug Coverage & Mail -Order Program Prime Therapeutics Customer Service: (877) 794-3574 www.myprime.mm Alliance Rx Walgreens Prime Customer Service: (888) 849-7865 www.floridablue.com Teleheahh Teladoc Customer Service: (800) 835-2362 www.Teladoc.com Health Reimbursement Account HealthEquity Customer Service: (866) 382-3510 www.healthequity.com Dental Insurance Delta Dental Customer Service: (800) 521-2651 www.deltadentalins.com Vision Insurance Humana Customer Service: (866) 537-0229 www.humana.com a Flexible Spending Account HealthEquity Customer Service: (866) 382-3510 www.healthequity.com IPS Bask Life and AD&D Insurance The Standard Customer Service: (888) 937-4783 wwwstandard.com Long Term Disability The Standard To Report a Claim Contact:Yolanda Bills, Assistant Manager, Human Resources Unit Phone: (772) 220-7010 Customer Service: (800) 368-1135 www.standard.com Voluntary Accident Insurance Cigna Employee Assistance Program New Directions Claims Service Center. (800) 238-2125 www.cigna.com Customer Service: (800) 624-5544 www.ndbh.com I Access code: moo Supplemental Insurance Aflac Agent Loire Lucas [Phone: (772) 708-5931 Email: loire_Iucas@us.aflac.com Agent: Karen Zabaglo Chatham' Phone: (772) 284-3210 Email: karen_zabaglo@us.aflaccom Customer Service: (800) 992-3522 www.aflac.com Metropolitan Life Insurance Agent Janet Froyen 1 Phone: (561) 207-2327 Customer Service: (800) 638-5433 414 Prepaid Legal Benefit LegalShield Agent: Rebecca Smith 1 Phone: (904)262-2311 Customer Service: (800) 729-7998 www.legalshield.com Deferred Compensation Programs Empower Retirement Customer Service: (800) 701-8255 www.empowermyretirementcom a 2016, Gehring G oup. Inc., A11 Rights Reserved Martin County Sheriff's Office 1 Employee Benefit Highlights 1 2019-2020 Table of Contents m Introduction 1 Group Insurance Eligibility 1-2 Qualifying Events and Section 125 2 Medical Insurance 3 Summary of Benefits and Coverage 3 Other Available Plan Resources 4 Telehealth —Teladoc 4 Florida Blue — BlueOptions PPO 3748 Plan At -A -Glance 5 Florida Blue — BlueOptions Alternative Health 5360 Plan At -A -Glance 6 Health Reimbursement Account(For Alternative Health 536oPlan Participants Only) 7-8 Dental Insurance 9 Delta Dental Table of Allowance (TOA) Plan At -A -Glance 10 Delta Dental PPO Plan At -A -Glance 12 Vision Insurance 13 Humana Vision 130 Plan At -A -Glance 14 Flexible Spending Account 15-16 Basic Life and AD&D Insurance 17 Additional Life and AD&D Insurance 17-18 Long Term Disability Insurance 19 Voluntary Accident Insurance 20 In -The -Line -Of -Duty Death Life Insurance 20 Employee Assistance Program 21 Supplemental Insurance 21 Legal Insurance 22 Credit Unions 22 Empower Retirement 23 COBRA 23 MCSO Health Center—Stuart 24 This bookiet is merely a summary of employee benefits. For a full description, refer to the plan document. Where conflict exists between this summary and the plan document, the plan document controls. Martin County Sheriffs Office reserves the right to amend, modify or terminate the plan at any time. This booklet should not be construed as a guarantee of employment. © 2016, Gehring Group, Inc., A11 Rights Reserved 1 Introduction Martin County Sheriff's Office I Employee Benefit Highlights I 2019-2020 The Martin County Sheriff's Office provides group insurance benefits to eligible employees. The Employee Benefit Highlights Booklet provides a general summary of the benefit options as a convenient reference. Please refer to the Sheriff's Office Personnel Policies and/or Certificates of Coverage for detailed descriptions of all available employee benefit programs and stipulations therein. If an employee requires further explanation or needs assistance regarding claims processing, please refer to the customer service phone numbers under each benefit description heading or contact Human Resources for further information. Group Insurance Eligibility The Sheri -1416 O++ice group insurance plan year is October 1 through September 30. Employee Eligibility Employees are eligible to participate in the Sheriff's Office insurance plans if they are full-time employees working a minimum of 30 hours per week. Coverage will be effective the first of the month following date of hire. For example, if an employee is hired on January 11, then the effective date will be February 1. Separation of Employment If employee separates employment from the Sheriff's Office, insurance will continue through the end of month in which separation occurred. COBRA continuation of coverage may be available as applicable by law. Dependent Eligibility A dependent is defined as the legal spouse and/or dependent child(ren) of the participant or spouse. The term "child" includes any of the following: • A natural child • A stepchild • A legally adopted child • A newbom child (up to the age of 18 months) of a covered dependent (Florida) • A child for whom legal guardianship has been awarded to the participant or the participant's spouse Dependent Age Requirements Medical Coverage: A dependent child may be covered through the end of the calendar year in which the child turns age 26. An over- age dependent may continue to be covered on the medical plan to the end of the calendar year in which the child reaches age 30, if the dependent meets the following requirements: • Unmarried with no dependents; and • A Florida resident, or full-time or part-time student: and • Otherwise uninsured; and • Not entitled to Medicare benefits under Title XVIII of the Social Security Act, unless the child is disabled. Dental Coverage: An unmarried dependent child may be covered through the end of the calendar year in which the child turns age 19; or may be extended to the end of the calendar year in which the unmarried dependent child turns age 26 if (1) the child lives in the employee's household and (2) is a full-time or part-time student. Vision Coverage: A dependent child may be covered through the end of the calendar year in which the child turns age 26 if the child is primarily dependent on the employee for support. Life Insurance: Coverage may be provided to dependent child through age 20; or may be extended through age 24 if the dependent is a full-time student. Please see Taxable Dependents if covering eligible over -age dependents. Disabled Dependents Coverage for an unmarried dependent child may be continued beyond age 26 if: The dependent is physically or mentally disabled and incapable of self-sustaining employment (prior to age 26); and • Primarily dependent upon the employee for support; and • The dependent is otherwise eligible for coverage under the group medical plan; and • The dependent has been continuously insured; and • Coverage with the Sheriff's Office began prior to the dependent reaching the limiting dependent age Proof of disability will be required upon request. Please contact Human Resources if further clarification is needed. 1 0 2016, Gehring Group, Inc., All Rights Reserved Iqte Martin County Sheriff's Office 1 Employee Benefit Highlights 12019-2020 Group Insurance Eligibility(Continued) Taxable Dependents Employee covering adult child(ren) under the employee's medical insurance plan may continue to have the related coverage premiums payroll deducted on a pre-tax basis through the end of the calendaryear in which the dependent child reaches age 26. Beginning January 1 of the calendaryear in which the dependent child reaches age 27 through the end of the calendar year in which the dependent child reaches age 30, imputed income for the value of the applicable adult child's coverage for the coverage period must be reported on the employee's W-2. Imputed income is the dollar value of insurance coverage attributable to covering the adult child. There is no imputed income if an adult child is eligible to be claimed as a dependent for federal income tax purposes on the employee's tax return. Contact Human Resources if covering an adult child who will turn age 27 any time during the upcoming calendar year or for more information. Qualifying Events and Section 125 Section 125 of the Internal Revenue Code Premiums for medical, dental, vision insurance, contributions to Flexible Spending Accounts (FSA), and/or certain supplemental policies are deducted through a Cafeteria Plan established under Section 125 of the Internal Revenue Code and are pre -taxed to the extent permitted. Under Section 125, changes to an employee's pre-tax benefits can be made ONLY during the Open Enrollment period unless the employee or qualified dependent(s) experience(s) a Qualifying Event and the request to make a change is made within 30 days of the Qualifying Event. Under certain circumstances, employee may be allowed to make changes to benefit elections during the plan year if the event affects the employee, spouse or dependent's coverage eligibility. An"eligible"qualifying event is determined by Section 125 of the Internal Revenue Code. Any requested changes must be consistent with and due to the Qualifying Event. Examples of Qualifying Events: Employee gets married or divorced • Birth of a child (60 day notification period) • Employee gains legal custody or adopts a child • Employee's spouse and/or other dependent(s) die(s) • Employee, employee's spouse and/or dependent(s) terminate or start employment An increase or decrease in employee's work hours causes eligibility or ineligibility A covered dependent no longer meets eligibility criteria for coverage A child gains or loses coverage with other parent or legal guardian Change of coverage under an employer's plan Gain or loss of Medicare coverage • Losing eligibility or becoming eligible for coverage under a State Medicaid or CHIP (including Florida Kid Care) program (60 day notification period) IMPORTANT NOTES If employee experiences a Qualifying Event, Human Resources must be contacted within 30 days of the Qualifying Event at (772) 220-7143 to make the appropriate changes to employee's coverage. Beyond 30 days, requests will be denied and employee may be responsible, both legally and financially, for any claim and/ or expense incurred as a result of employee or dependent who continues to be enrolled but no longer meets eligibility requirements. If approved, changes may be effective on the date of the Qualifying Event or first of the month following date of event. Newborns are effective on the date of birth. Marriage is effective on the date of occurrence. Cancellations will be processed at the end of the month. In the event of death, coverage terminates the date following the death. Employee may be required to furnish valid documentation supporting a change in status or"Qualifying Event"such as: • Marriage license • Divorce decree • Copies of social security cards for all dependents • Letter stating gain or loss of coverage and reason why If employee experiences a divorce and is required to keep a former spouse on an insurance plan, the formerspouse must be dropped from the group plan. Employee may purchase COBRA or a stand alone plan. If employee's former spouse uses the insurance, and the applicable carrier determines they are not eligible, employee will be financially responsible for any claims filed during the ineligible time period. 0 2016, Gehring Group, Inc., AP Rights Reserved loico Martin County Sheriff's Office 1 Employee Benefit Highlights 1 2019-2020 Medical Insurance The Sheriff's Office offers medical insurance through Florida Blue to benefit - eligible employees. The monthly costs for coverage are listed in the premium tables below and a brief summary of benefits is provided on the following pages. For more detailed information about the medical plans, please refer to the carrier's Summary of Benefits and Coverage (SBC) document or contact Florida Blue's customer service. Medical Insurance — Florida Blue BlueOptions PPO 3748 Plan* Payroll Deductions — Monthly Premiums Tier of Coverage Employee Cost Non -Tobacco Users Employee Only Employee + Family *Group# 46006 $157.62 $425.61 $134.26 $362.56 Medical Insurance — Florida Blue BlueOptions Alternative Health 5360 Plan* Payroll Deductions — Monthly Premiums Tier of Coverage Employee Cost Non -Tobacco Users Employee Only Employee + Family *Group# 46006 $111.70 $82.74 Non -Tobacco Use Discount The Sheriff's Office recognizes the impact tobacco use has on medical expenses and insurance costs. Effective October 1, 2013 the Sheriff's Office implemented a Non -Tobacco users discount. Employee enrolled in a Sheriff's Office medical plan will have a reduced rate per month if they do not use tobacco products, or if they complete a tobacco cessation program. The discount will be applied to any employee who submits a signed Non -Tobacco Users Affidavit, or submits a certificate of completion from the MCSO sponsored tobacco cessation program (or other equivalent program). Any employee who does not submit the Affidavit or certificate of tobacco cessation program completion will be charged the regular payroll deduction. An employee who falsifies this document(s) and/orfailsto be truthful will be subject to disciplinary action up to and including termination. Any employee who chooses to become tobacco free, or chooses to complete a tobacco cessation course during the benefit year will have their medical insurance premium reduced accordingly the following month. Please contact Human Resources to obtain information on the tobacco cessation courses provided through MCSO and other tobacco cessation courses available to employees and dependent(s). Florida Blue I Customer Service: (800) 352-2583 www.floridablue.com Summary of Benefits and Coverage $301.65 $223.45 A Summary of Benefits & Coverage (SBC) for the Medical Plan is provided as a supplement to this booklet being distributed to new hires and existing employees during Open Enrollment. The summary is an important item in understanding the employee benefit options. A free paper copy of the SBC document may be requested oris available as follows: From: Aimie Pieper — Manager, Human Resources Unit Address: 800 SE Monterey Road Stuart, FL 34994 Phone: (772) 220-7005 Email: ampieper@sheriff.martin.fl.us The SBC is only a summary of the plan's coverage. A copy of the plan document, policy, or certificate of coverage should be consulted to determine the governing contractual provisions of the coverage. A copy of the group certificate of coverage can be reviewed and obtained by contacting Human Resources. If there are questions about the plan offerings or coverage options, please contact Human Resources at (772) 220-7005. 3 © 2016, Gehring Group, Inc., All Rights Reserved 1,\,(to Martin County Sheriff's Office Employee Benefit Highlights 1 2019-2020 Other Available Plan Resources Florida Blue offers all enrolled employees and dependents additional services and discounts through value added programs. For more details regarding other available plan resources, please contact Florida Blue's customer service at (800) 345-3885, or visit www.floridablue.com. BIue365 BIue365 is a free discount program on products and services available to all members such as: • Vision Care, Glasses, and Contact Lenses • Hearing Care and Aids • Fitness Club Memberships, Exercise Footwear and Apparel • Weight Loss Management. Alternative Medicine Elder Care Advisory Services • Hotel Rooms and Travel Information For more information, please contact Florida Blue at (800) 345-3885 or visit www.floridablue.com and select"Members"then "Members Tips & Tools."Click "Discounts & Rewards"and then click"! Agree"on the"Explore Healthy Choices with Blue 365"website. Florida Blue 1 Customer Service: (800) 345-38851 www.floridablue.com Telehealth — Teladoc Florida Blue provides access to telehealth services as part of the medical plan. Teladoc is a convenient phone and video consultation company that provides immediate medical assistance for many conditions. The benefit is provided to all enrolled members. Registration is required and should be completed ahead of time. This program allows members 24 hours a day, seven (7) days a week on -demand access to affordable medical care via phone and online video consultations when needing immediate care for non- emergency medical issues. Teledoc should be considered when employee's primary care doctor is unavailable, after-hours or on holidays for non- emergency needs. Many urgent care ailments can be treated with telehealth, such as: ✓ Sore Throat 1 Allergies 1 Headache ✓ Rash ✓ Stomach ache 1 Acne 1 Fever ✓ UTI's and More ✓ Cold and Flu Teladoc providers do not replace employee's primary care physician but may be a convenient alternative for urgent care and ER visits. For further information please contact Florida Blue. Florida Blue Teladoc I Customer Service: (800) 835-23621 www.Teladoc.com © 2016, Gehring Group, Inc., All Rights Reserved 4 tGUO-25 Locate a Provider To search fora participating provider, contact Florida Blue's customer service or visit www.0oridablue.com. When completing the necessary search criteria, select BlueOptions network. O Plan References *Out -Of -Network Balance Billing: For information regarding out -of - network balance billing that maybe charged by an out -of -network provider, please refer to the Summary of Benefits and Coverage document. "Quest Diagnostics is the preferred lab for bloodwork through Florida Blue When using a lab other than Quest, please confirm they are contracted with Florida Blue's BlueOptions Network prior to receiving services. Option 1 and Option 2 Hospitals: To determine if your hospital is Option 1 or Option 2, please contact Florida Blue's customer service for more information. Martin County Sheriff's Office 1 Employee Benefit Highlights 1 2019-2020 Florida Blue — BlueOptions PPO 3748 Plan At -A -Glance Network BlueOptions Calendar Year Deductible (CYD) Single Family Coinsurance Member Responsibility Calendar Year Out -of -Pocket Limit Single Family What Applies to the Out -of -Pocket Limit? Physician Services Primary Care Physidan (PCP) OfficeVisit Specialist Office Visit Telehealth Services Non -Hospital Services; Freestanding Fadlity Clinical Lab (Blood Work)*" X-rays Advanced Imaging (MRI, PFT CT) Outpatient Surgery in Surgical Center Physician Services at Surgical Center Urgent Care Center (Per Visit) Hospital Services Inpatient Hospital (Per Admission)""* Outpatient Hospital (Per Visit)"""" Physician Services at Hospital X-rays/Advanced Imaging at Hospital Emergency Room (Per Visit, Waived if Admitted) Mental Health/Alcohol & Substance Abuse Inpatient Hospitalization (Per Admission) Outpatient Services (Per Visit) Physician Office Visit Prescription Drugs (Rx) Generic Preferred Brand Name Non -Preferred Brand Name Specialty Pharmacy Mail Order Drug (90 Day Supply) In -Network so so 20% Out -of -Network* $500 $1,000 $3,000 $6,000 Deductible, Coinsurance, Copays and Rx $30 Copay $60 Copay No Charge $20 Copay $75 Copay $75 Copay $30 Copay $60 Copay $100 Copay Option 1: $500 Copay Option 2: $1,000 Copay Option 1: $250 Copay Option 2: $500 Copay $30 Copay Per Provider's Visit Option 1: $250 Copay Option 2: $500 Copay $250 Copay $500 Copay $30 Copay $60 Copay $15 Retail Copay S45 Retail Copay S75 Retail Copay 25% Coinsurance ($150 Maximum Per Prescription) $0/$90/$150 Retail Copay 40% $6,000 $12,000 40% After CYD 40% After CYD Not Covered 40% After CYD 40% After CYD 40% After CYD 40% After CYD 40% After CYD $100 Copay After CYD 40% After CYD 40% After CYD $30 Copay Per Provider Visit 40% After CYD $250 Copay 40% After CYD 40% After CYD 40% Coinsurance Not Covered Not Covered Not Covered Not Covered Not Covered 5 2016, Gehring Group, Inc., All Rights Reserved Martin County Sheriff's Office 1 Employee Benefit Highlights 12019-2020 Florida Blue — BlueOptions Alternative Health 5360 Plan At -A -Glance Network BlueOptions CalendarYear Deductible (CYD) Single Family Coinsurance Member Responsibility CalendarYear Out -of -Pocket Limit Single Family What Applies to the Out -of -Pocket Limit? Physician Services Primary Care Physidan (PCP) Office Visit Specialist Office Visit Telehealth Services Non -Hospital Services; Freestanding Facility Clinical Lab (Blood Work)** X-rays Advanced Imaging (MRI, PET, CT) Outpatient Surgery in Surgical Center Physician Services at Surgical Center Urgent Care Center (Per Visit) Hospital Services Inpatient Hospital (Per Admission)""` Outpatient Hospital (Per Visit) Physidan Services at Hospital X-rays/Advanced Imaging at Hospital Emergency Room (Per Visit) Mental Health/Alcohol & Substance Abuse Inpatient Hospital Services (Per Admission) Outpatient Services (Per Visit) Outpatient Office Visit Prescription Drugs (Rx) Generic Preferred Brand Name Non -Preferred Brand Name Specialty Pharmacy Mail Order Drug (90 Day Supply) In -Network $1,250 $2,500 20% Out -of -Network* $2,500 $5,000 $5,000 $5,000 Deductible, Coinsurance, Copays and Rx 20% After CYD 20% After CYD No Charge No Charge 2096 After CYD 2046 After CYD 20% After CYD 2096 After CYD 2096 After CYD Option 1: 20% After CYD Option 2: 2096 After CYD Option 1:20% After CYD Option 2: 2096 After CYD 2096 After CYD 20% After CYD 2096 After CYD 2096 After CYD 2096 After CYD 20% After CYD $15 Retail Copay $30 Retail Copay $50 Retail Copay $75 Retail Copay $0/$60/$100 Retail Copay 4096 Locate a Provider To search for a participating provider, contact Florida Blue's customer service or visit www.floridablue.com. When completing the necessary search criteria, select BlueOptions network. $10,000 s10,000 4096 After CYD 4096 After CYD Not Covered 4096 After CYD 40% After CYD 40% After CYD 4096 After CYD 4096 After CYD 2096 After CYD 4096 After CYD 4096 After CYD 20% After In -Network CYD 40% After CYD 2096 After CYD 4096 After CYD 4096 After CYD 4096 After CYD Not Covered Not Covered Not Covered Not Covered Not Covered O Plan References •Out -Of -Network Balance Billing: For information regarding out -of - network balance billing that maybe charged by an out -of -network provider, please refer to the Summary of Benefits and Coverage document. **Quest Diagnostics is the preferred lab for bloodwork through Florida Blue. When using a lab other than Quest please confirm they are contracted with Florida Blue's BlueOptions Network prior to receiving services. *'Option 1 and Option 2 Hospitals: To determine if your hospital is Option 1 or Option 2, please contact Florida Blue's customer service for more information. 2016, Gehring Group, Inc., All Rights Reserved 6 qko -3"1 Martin County Sheriff's Office 1 Employee Benefit Highlights 2019-2020 Health Reimbursement Account (ForA The Sheriff's Office provides employees who participate in theAlternative Health 5360 Plan, a Health Reimbursement Account (HRA) through HealthEquity. HRA monies are funded by the Sheriffs Office and can be used for any qualified medical, dental and vision expenses such as copayments, deductibles and coinsurance for physician services, hospital services, prescription drugs, etc. The Sheriff's Office will fund the HRA based upon successful completion of the criteria outlined below. 1. Completion of Biometric Screening. 2. Completion of a Health Risk Assessment. HRA funding will be deposited into employee's account the first of the month following the date employee completes the criteria. All screenings must be completed at the MCSO Health Center no later than August 30 for current employees, or within 90 days of hire date for new hires, to qualify for the incentive. The Sheriff's Office is committed to helping employee's achieve their best health. If unable to meet a standard to qualify for the incentive because it is unreasonably difficult due to a medical condition, or it is medically inadvisable for employee to attempt, please contact Human Resources at (772) 220-7005. HRA Funding Allotment • HRA Funding for 2019/2020 is as follows: > $625 for Employee Only > $1,250 for Employee + Family • Unused funds roll-over year to year, as long as the total in employee's account does not exceed current plan year deductible. If employee contributes to a Health Care Flexible Spending Account (FSA), FSA monies pay first, then HRA. Retain Receipts During the year, employee should keep all receipts and documentation for prescriptions and medical, dental and vision related expenses if needed to verify a claim for HealthEquity or for IRS taxes. If asked to produce documentation, a valid Explanation of Benefits (EOB) and receipt of payment for the services rendered will be sufficient. lternative Health 5360 Plan Participants Only) How to check available HRA balance Balance, activity and account history is available anytime online at www.healthequity.com or by calling HealthEquity at (866) 382-3510. Please Note: If the calendar year deductibles exceed the HRA funding amounts. Members will be responsible for any amount over the HRA funding until the calendar year deductible and out-of-pocket limit have been met. HRA IRS Guidelines HRAs must be funded solely by an employer. The contribution. cannot be paid through a voluntary salary reduction agreement on the part of an employee. Employee is reimbursed tax free for qualified medical, dental and vision expenses up to a maximum dollar amount for a coverage period. An HRA may be offered with other health plans, including Flexible Spending Accounts. What are the benefits of an HRA? Employee may enjoy several benefits from having an HRA. Contributions made by employer can be excluded from employee's gross income. Reimbursements may be tax free if employee pays qualified medical, dental and vision expenses. • Unused amounts in the HRA can be carried forward for reimbursements in later years. Distributions From an HRA Distributions from an HRA must be paid to reimburse employee for qualified medical, dental and vision expenses incurred. The expense must have been incurred on or after the date employee enrolled in the HRA. Employee will have a 30 day run out period at the end of the plan year to file for reimbursement on any eligible medical, dental and vision expenses incurred during period of coverage within the plan year. Please Note: Debit cards, credit cards, and stored value cards given to employee can be used to reimburse participants in an HRA. If the use of these cards meet certain substantiation methods, employee may not have to provide additional information to the HRA administrator. HealthEquity ( Customer Service: (866) 382-35101 www.healthequity.com 7 CO 2016, Gehring Group, Inc., All Rights Reserved 1 q(e--307 Martin County Sheriff's Office 1 Employee Benefit Highlights 1 2019-2020 Health Reimbursement Account (For Alternative Health 5360 Plan Participants Only) (Continued) What is the difference between an HRA and an FSA? Health Reimbursement Account (HRA) ✓ Employer Funded Account ✓ HRA funds will be deposited upon timely completion of Biometric Screening and Health Risk Assessment ✓ Funds for employee and dependent(s) who are enrolled in the Alternative Health 5360 Plan and complete criteria ✓ Unused funds may be rolled over year to year as long as accumulated amount and funded amount does not exceed current plan year deductible Flexible Spending Accounts (FSA) ✓ Employee Funded Account ✓ Employee does not have to be enrolled in the Alternative Health 5360 Plan to participate ✓ Employee must enroll annually ✓ Unused funds will be forfeited at the end of the plan year, except the $200 rollover amount allowed by the IRS (once the filing deadlines have expired). If employee does not enroll annually, any accumulated rollover funds will be forfeited What are some examples of qualified expenses that would be eligible for reimbursement? ✓ Ambulance Service ✓ Birth Control Pills ✓ Chiropractic Care ✓ Corrective Eyeglasses and Contact Lenses ✓ Dental and Orthodontic Fees ✓ Diagnostic Tests/Health Screenings ✓ Doctor Fees ✓ Drug Addiction/Alcoholism Treatment ✓ Prescription Drugs ✓ Experimental Medical Treatment ✓ Hearing Aids and Exams ✓ Injections and Vaccinations ✓ In Vitro Fertilization ✓ LASIKSurgery ✓ Nursing Services ✓ Optometrist Fees ✓ Surgery ✓ Wheelchairs ✓ X-rays Please Note: For information on these methods, see Revenue Ruling 2003-43 on page 935 of Internal Revenue Bulletin (IRB) 2003-21 at www.irs.gov/pub/irs-irbs/irb03-21.pdf, Notice 2006-69, 2006-311R.B.107available at www.irs.gov/irb/2006-31_IRB/arl0.html, and Notice 2007-2, 2007-21.R.8. 254 available at www.irs.gov/irb/2007-2_IRB/ar09.httnl. if employee has the HRA and also elects an FSA, FSA monies will be used first. FSA is employee funded and allows a maximum of $200 of unused funds to rollover, year to year. HealthEquity I Customer Service: (866) 382-35101 www.healthequity.com ©2016, Gehring Group, Inc., All Rights Reserved 8 \cVe-3q Martin County Sheriff's Office 1 Employee Benefit Highlights 1 2019-2020 Dental Insurance Delta Dental Table of Allowance (TOA) Plan The Sheriff's Office offers dental insurance through Delta Dental to benefit - eligible employees. The monthly cost for coverage is listed in the premium table below and a brief summary of benefits is provided on the following page. For more detailed information about the dental plan, please refer to the carrier's summary plan document or contact Delta Dental's customer service. Dental Insurance Delta Dental Table of Allowance (TOA) Plan* Premium Deductions - Monthly Premiums Tier of Coverage Employee Cost I Employee only I 1+7 [Employee + Family 1 *Group# 01276 $7.99 $19.59 In -Network Benefits The TOA plan provides benefits for services received from in -network and out -of -network providers. It is also an open -access plan which allows for services to be received from any dental provider without having to select a Primary Dental Provider (PDP) or obtain a referral to a specialist. Although the Delta Dental TOA plan allows member the freedom to visit any licensed dentist, member will receive greater cost savings by utilizing participating dental providers in the Delta Dental PPO network. These participating dental providers have contractually agreed to accept Delta Dental's PPO dental fee or "allowed amount." This dental fee is the maximum amount a Delta Dental provider can charge a member for a service. The member is responsible for a Calendar Year Deductible (CYD) and then the difference of the Maximum Plan Allowance (MPA) charge and the "allowed amount." The MPA is generally less than the allowed amount. Please Note: If a member is not able to use a Delta Dental PPO provider, then services can be received from a Delta Dental Premier® provider. Delta Dental Premier providers are considered out -of -network dentists. The dentists have agreed to accept Delta Dental's Maximum Plan Allowance (MPA) for each single procedure however, the provider may bill for the difference of the MPA and the Premier Dental Agreement amount. Member is responsible for verifying whether the treating Dentist is a PPO Dentist or a Premier Dentist. Out -of -Network Benefits Out -of -network benefits are used when member receives services by a non- participating Delta Dental PPO provider. Delta Dental reimburses out -of - network services based on what it determines is the Maximum Plan Allowance (MPA). The MPA is defined as the most common charge for a particular dental procedure performed in a specific geographic area. If services are received from an out -of -network dentist, the member may be responsible for balance billing. Balance billing is the difference between Delta Dental's MPA and the amount charged by the out -of -network dental provider. Balance billing is in addition to any applicable plan deductible, plan allowances or coinsurance responsibility. Using a non -Delta Dental provider usually results in the highest out of pocket costs, there is no limit to the amount the dentist may charge, causing member to be responsible for any fees not covered by the plan's Maximum Plan Allowance. Calendar Year Deductible The TOA plan requires a $50 individual or a $150 family deductible to be met for in -network or out -of -network services before most benefits will begin. The deductible is waived for diagnostic, preventive and orthodontic services. Once $150 total (aggregate) is met for the in -network and out -of -network deductible for a family, regardless of who incurs the expenses, the deductible will then be considered met for all covered members in that family. Calendar Year Benefit Maximum The maximum benefit (coinsurance) the dental TOA plan will pay for each covered member is $1500 for in -network or out -of -network services combined. All services, including diagnostic and preventive, accumulate towards the benefit maximum. Once the plan's benefit maximum is met, the member will be responsible for future charges until next calendar year. Orthodontia Lifetime Benefit Maximum The maximum benefit the dental TOA Plan will pay for each covered member per lifetime for the treatment of orthodontia is $1,500 for in -network and out - of -network services. Once the dental plan pays $1,500 for services, member's plan benefits will cease for the lifetime of that covered member for orthodontic services. Delta Dental 'Customer Service: (800) 521-2651 www.deltadentalins.com 9 if120116, Gehring Ginup, Inc., All Rights Resets ed IV -40 Martin County Sheriff's Office 1 Employee Benefit Highlights 1 2019-2020 Delta Dental Table of Allowance (TOA) Plan At -A -Glance Network Delta Dental PPO Calendar Year Deductible (CYD) Per Member Family Waived for Diagnostic & Preventative Services? Calendar Year Benefit Maximum Per Member Diagnostic & Preventive Services Comprehensive Oral Exam Routine Cleanings — Adult/Child (2 Per Year) Bitewing X-rays* Panographic X-rays (1 Set Every Years) Intraoral/Complete Series X -Rays Full Mouth Debridment (Deep Cleaning) Basic Services Amalgam Fillings (3 Surfaces; Permanent or Primary) Resin -based Composite Filling (3 Surfaces,. Anterior) Resin -based Composite Filling (3 Surfaces; Posterior) Simple Extraction — Removal of Erupted Tooth or Root Surgical Extraction — Removal of Impacted Tooth Endodontics (Root Canal;Molor) — Exduding Final Restoration Periodontal Maintenance Services (2 Per Year) Major Services Deep Sedation/General Anesthesia (Each 15 Minute Increment) Crown — Porcelain Fused to High Noble Metal Pontic — Porcelain Fused to High Noble Metal Complete Denture — Maxillary Orthodontia Lifetime Maximum Benefit In Network and Out of Network Combined $50 $150 Code 00120 D1110/20 D0272 D0330 00210 D4355 02160 D2332 D2393 D7140 D7240 D3330 04910 D9223 D2750 06240 D5110 Yes $1,500 Maximum Plan Allowance (MPA) Up to S45 Up to $98/$70 Up to $30 Up to $75 Up to $94 Up to $84 Up to $1,500 50% Coinsurance of MPA Up to $120 Up to $144 Up to $120 Up to $80 Upto$228 Up to $557 Up to $83 Up to $50 Up to $370 Up to $360 Up to $485 Locate a Provider To search for a participating provider, contact Delta Dental's customer service or visit www.deltadentalins.com. When completing the necessary search criteria, select Delta Dental PPO network. 4 Plan References "Bitewing X-rays: One (1) set per calendar year for employee and spouse. Two (2) sets per calendar year for dependent children enrolled. A Important Notes • Each covered family member may receive up to two (2) routine cleanings per calendar year covered under the preventive benefit. • A pretreatment estimate is recommended for all work that is considered expensive. Member must ask their dentist to submit the request to Delta Dental. • Age limits and plan limitations may apply for certain services. Contact Delta Dental prior to having services rendered. • fora full list of covered services and the MPA payable, please refer to the plan's summary plan document. 2016, Gehring Group, Inc., All Rights Reserved 10 N(.9 Martin County Sheriff's Office 1 Employee Benefit Highlights 2019-2020 Dental Insurance Delta Dental PPO Plan The Sheriff's Office offers dental insurance through Delta Dental to benefit - eligible employees. The monthly cost for coverage is listed in the premium table below and a brief summary of benefits is provided on the following page. For more detailed information about the dental plan, please refer to the carrier's summary plan document or contact Delta Dental's customer service. Dental Insurance — Delta Dental PPO* Payroll Deductions - Monthly Premiums Tier of Coverage Employee Cost Employee Only Employee + Family *Groupe 01276 $11.07 $27.15 Calendar Year Deductible The PPO plan requires a $50 individual or a $150 family deductible to be met for in -network or out -of -network services before most benefits will begin. The deductible is waived for diagnostic, preventive and orthodontic services. Once $150 total (aggregate) is met for the in -network and out-of—network deductible for a family, regardless of who incurs the expenses, the deductible will then be considered met for all covered members in that family. Out -of -Network Benefits Out -of -network benefits are used when members receive services by a non- participating Delta Dental PPO provider. Delta Dental reimburses out -of - network services based on what it determines is the Maximum Plan Allowance (MPA). The MPA is defined as the most common charge for a particular dental procedure performed in a specific geographic area. If services are received from an out -of -network dentist, the member may be responsible for balance billing. Balance billing is the difference between Delta Dental's MPA and the amount charged by the out -of -network dental provider. Balance billing is in addition to any applicable plan deductible or coinsurance responsibility. In -Network Benefits The PPO plan provides benefits for services received from in -network and out - of -network providers. It is also an open access plan which allows for services to be received from any dental provider without having to select a Primary Dental Provider (PDP) or obtain a referral to a specialist. The network of participating dental providers the plan utilizes is the Delta Dental PPO network. These participating dental providers have contractually agreed to accept Delta Dental's contracted fee or"allowed amount."This fee is the maximum amount Delta Dental provider can charge a member for a service. The member is responsible for a Calendar Year Deductible (CYD) and then coinsurance based on the plan's charge limitations. Please Note: lfa member is notable to use a Delta Dental PPO provider, then services can be received from a Delta Dental Premier® Provider. Delta Dental Premier' Providers are considered out -of -network dentists. These dentists have agreed to accept Delta Dentals Maximum Plan Allowance (MPA) for each single procedure; however, the provider may still bill for the difference of the MPA and the Premier Dental Agreement amount. The member is responsible for verifying whether the treating dentist is a PPO Dentist or Premier Dentist. Calendar Year Benefit Maximum The maximum benefit (coinsurance) the PPO plan will pay for each covered member is $1500 for in -network and out -of -network services combined. Diagnostic and preventive services do not accumulate towards the benefit maximum. Once the plan's benefit maximum is met, the member will be responsible for future charges until next calendar year. Orthodontia Lifetime Benefit Maximum The maximum benefit the dental PPO Plan will pay for each covered member per lifetime for the treatment of orthodontia is $1,500 for in -network and out - of -network services. Once the dental plan pays $1,500 for services, member's plan benefits will cease for the lifetime of that covered member for orthodontic services. Delta Dental I Customer Service: (800) 521-26511 www.deltadentalins.com 11 c 2016, Gehring Group, Inc., All Rights Reseived Martin County Sheriff's Office 1 Employee Benefit Highlights 1 2019-2020 Delta Dental PPO Plan At -A -Glance Network Delta Dental PPO Calendar Year Deductible (CYD) Per Member Per Family Waived for Diagnostic & Preventative Services? Calendar Year Benefit Maximum Per Member Diagnostic & Preventive Care Routine Oral Exam (2 Per Year) Routine Cleanings (2 Per Year) Bitewing X-rays** Complete X-rays (1 Every 5 Years) Sealants Deep Cleaning Basic Services Fillings (Amalgam and Composite) Simple Extractions Endodontics (Root Canal Therapy) Oral Surgery Periodontics General Anesthesia (Limitations Apply) Major Services Crowns Dentures Bridges Orthodontia Lifetime Maximum Benefit In -Network Plan Pays: 100% Deductible Waived Plan Pays: 100% After CYD Plan Pays: 60% After CYD Plan Pays: 50% Deductible Waived Out -of -Network* $50 5150 Yes Locate a Provider To search for a participating provider, $1,500 contact Delta Dental's customer service or visit www.deltadentalins.com. When completing the necessary search criteria, select Delta Dental PPO network. $1,500 Plan Pays: 100% Deductible Waived (Subject to Balance Billing) Plan Pays: 80% After CYD (Subject to Balance Billing) Plan Pays: 50% After CYD (Subject to Balance Billing) Plan Pays: 50% Deductible Waived (Subject to Balance Billing) 4 Plan References *Out -Of -Network Balance Billing: For information regarding out -of - network balance billing that maybe charged by an out -of -network provider, please refer to the Out -of -Network Benefits section on the previous page. **Bitewing X-rays: One (1) set per calendar year for employee and spouse. Two (2) sets per calendar year for dependent children enrolled. A Important Notes • Each covered family member may receive up to two (2) routine cleanings per calendar year covered under the preventive benefit. • A pretreatment estimate is recommended for all work that is considered expensive. Member must ask their dentist to submit the request to Delta Dental. • Age limits and plan limitations may apply for certain services. Contact Delta Dental prior to having services rendered. ,D 2016, Gehring Group, Inc., All Rights Reserved 12 Igle-43 Vision Insurance Martin County Sheriff's Office 1 Employee Benefit Highlights 1 2019-2020 Humana Vision 130 Plan The Sheriff's Office offers vision insurance through Humana to benefit -eligible employees. The monthly cost for coverage are listed in the premium table below and a brief summary of benefits is provided on the following page. For more detailed information about the vision plan, please refer to the carrier's summary plan document or contact Humana's customer service. Vision Insurance — Humana Vision 130 Plan* Payroll Deductions — Monthly Premiums Tier of Coverage Employee Cost Employee Only Employee + Family *Group# 1003955 Out -of -Network Benefits Employee and covered dependent(s) may also choose to receive services from vision providers who do not participate in the Humana Insight network. When going out of network, the provider will require payment at the time of appointment. Humana will then reimburse based on the plan's out -of -network reimbursement schedule upon receipt of proof of services rendered. Calendar Year Deductible There is no calendar year deductible. $4.95 Calendar Year Out -of -Pocket Maximum $14.11 In -Network Benefits The vision plan offers employee and covered dependent(s) coverage for routine eye care, including eye exams, eyeglasses (lenses and frames) or contact lenses. To schedule an appointment, covered employee and dependent(s) can select any network provider who participates in the Humana Insight network. At the time of service, routine vision examinations and bask optical needs will be covered as shown on the plan's schedule of benefits. Cosmetic services and upgrades are additional costs if chosen at the time of the appointment. There is no out-of-pocket maximum. However, there are benefit reimbursement maximums for certain services. Humana I Customer Service: (866) 537-02291 www.humana.com 13 © 2016, Gehring Group, Inc., 611 Rights Reserved I To 4'1 Martin County Sheriff's Office I Employee Benefit Highlights 1 2019-2020 Humana Vision 130 Plan At -A -Glance Network Insight Services Eye Exam Contact Lens Fit and Follow up Standard* Premium** Materials Retinal Imaging Frequency of Services Per Calendar Year Examination Lenses Frames Contact Lenses Lenses Single Bifocal Trifocal Frames Allowance Contact Lenses*** Non -Elective (Medically Necessary) Elective (Evaluation, Fitting Fee and Materials) Conventional Disposable In -Network $10 Copay Up to $55 Allowance 10% Off Retail Allowance S15 Copay Up to $39 Copay 12 Months 12 Months 24 Months 12 Months $15 Copay $15 Copay $15 Copay Up to $130 Retail Allowance Plus 20% Off Balance Over $130 No Charge Up to $130 Allowance Plus 15% Off Balance Over $130 Up to $130 Allowance Out -of -Network Up to $30 Reimbursement Not Covered Not Covered Reimbursement Based on Type of Service Not Covered Up to $25 Reimbursement Up to $40 Reimbursement Up to $60 Reimbursement Up to $65 Retail Reimbursement Up to $200 Reimbursement Up to S104 Reimbursement Up to $104 Reimbursement Locate a Provider To search for a participating provider, contact Humana's customer service or visit www.humana.com. When completing the necessary search criteria, select Humana Insight network. O Plan References *Standard Contact lens fitting is considered single vision standard fitting with follow up evaluation. "Premium Contact lens fitting is considered multifocal/monovision or extended/overnight wear, etc., with follow up evaluation. "*'Contact lenses are in lieu of spectacle lenses and o frame. A Important Notes Member options, such as LASIK, UV coating, progressive lenses, etc. are not covered in full, but may be available at a discount. 2016, Gehring Group, Inc., All Rights Reserved 14 l V(o -45 ✓ Ambulance Service ✓ Chiropractic Care ✓ Dental and Orthodontic Fees ✓ Diagnostic Tests/Health Screenings ✓ Physician Fees and Office Visits ✓ Drug Addiction/Alcoholism Treatment ✓ Experimental Medical Treatment ✓ Corrective Eyeglasses and Contact Lenses ✓ Hearing Aids and Exams ✓ Injections and Vaccinations ✓ LASIK Surgery ✓ Mental Health Care ✓ Nursing Services ✓ Optometrist Fees ✓ Prescription Drugs ✓ Sunscreen SPF 15 or Greater ✓ Wheelchairs Log on to http://www.irs.gov/publications/p502/index.html for additional details regarding qualified and non-qualified expenses. if employee has the HRA and also elects an FSA, FSA monies will be used first as itis employee funded and only rolls over a maximum of $200 of unused funds year to year. Flexible Spending Account Martin County Sheriff's Office 1 Employee Benefit Highlights 12019-2020 The Sheriff's Office offers a Flexible Spending Account (FSA) administered through Health Equity. The FSA plan year is from October 1, 2019 through September 30, 2020. If employee or family member(s) has predictable health care expenses, then employee may benefit from participating in an FSA. An FSA allows employee to set aside money from employee's paycheck for reimbursement of health care expenses they regularly pay. The amount set aside is not taxed and is automatically deducted from the employee's paycheck. During the year, employee has access to this account for reimbursement of some expenses not covered by insurance. Participation in an FSA allows for substantial tax savings and an increase in spending power. Participating employee must re-elect the dollar amount to be deducted each plan year. Health Care FSA This account allows participants to set aside up to an annual maximum of $2,700. This money will not be taxable income to the participant and can be used to offset the cost of a wide variety of eligible medical expenses that generate out-of-pocket costs. Participating employee can also receive reimbursement for expenses related to dental and vision care (that are not classified as cosmetic). Examples of common expenses that qualify for reimbursement are listed below. Please Note: The entire Health (are FSA election is available to employee on the first day coverage is effective. A sample list of qualified expenses eligible for reimbursement indude, but not limited to, the following: 15 © 2016, Gehring Gaup, Inc., All Rights Reserved At( Martin County Sheriff's Office 1 Employee Benefit Highlights 1 2019-2020 Flexible Spending Account (Continued) FSA Guidelines • Employee must enroll annually to participate each year. • Employee may carry over up to $200 of unused Health Care FSA funds into the next plan year, if enrolled after a plan year ends and all claims have been filed. • The Health Care FSA has a run out period at the end of the plan year of 30 days to submit reimbursement on eligible expenses incurred during the period of coverage within the plan year. When a plan year ends and all claims have been filed (with the exception of the $200 rollover for the Health Care FSA) all unused funds will be forfeited and not returned. Employee can enroll in the FSA only during the Open Enrollment period, a Qualifying Event, or New Hire Eligibility period. • Reimbursed expenses cannot be deducted for income tax purposes. • Employee and dependent(s) cannot be reimbursed for services not received. • Employee and dependent(s) cannot receive insurance benefits or any other compensation for expenses which are reimbursed through an FSA. • Domestic Partners are not eligible as federal law does not recognize them as a qualified dependent. Filing a Claim Claim Form A completed claim form along with a copy of the receipt as proof of the expense can be submitted by mail or fax. The IRS requires FSA participants to maintain complete documentation, including copies of receipts for reimbursed expenses, for a minimum of one (1) year. Debit Card FSA participants will automatically receive a debit card for payment of eligible expenses. With the card, most qualified services and products can be paid at the point of sale versus paying out-of-pocket and requesting reimbursement. The debit card is accepted at a number of medical providers and facilities, and most pharmacy retail outlets. HealthEquity may request supporting documentation for expenses paid with a debit card. Failure to provide supporting documentation when requested, may result in suspension of the card and account until funds are substantiated or refunded back to the Sheriff's Office. Please keep the issued card for use next year. Additional or replacement cards may be requested, however, a small fee may apply. HERE'S HOW IT WORKS! An employee eaming $30,000 elects to place $1,000 into a Health Care FSA. The payroll deduction is $83.33 based on a monthly pay period schedule. As a result, the insurance premiums and health care expenses are paid with tax-free dollars, giving the employee a tax savings of $227. Please Note: Be conservative when estimating health care expenses. IRS regulations state that any unused funds remaining in an FSA, after a plan year ends and after all claims have been filed, cannot be returned or carried forward to the next plan year, with the exception of the $200 carry over that may be allowed for the Health Care FSA. This rule is known as "use -it or lose -it." HealthEquity 1 Customer Service: (866) 382-35101 www.healthequity.com © 2016, Gehring Group, Inc., All Rights Reserved 16 no -41 With a Health Care FSA Without a Health Care FSA Salary $30,000 $30,000 FSA Contribution - $1,000 - SO Taxable Pay 529,000 530,000 Estimated Tax 22.65%=1596+7.65%FICA - 56,568 56,795 After Tax Expenses - 50 - $1,000 Spendable Income $22,432 522,205 Tax Savings 0 Please Note: Be conservative when estimating health care expenses. IRS regulations state that any unused funds remaining in an FSA, after a plan year ends and after all claims have been filed, cannot be returned or carried forward to the next plan year, with the exception of the $200 carry over that may be allowed for the Health Care FSA. This rule is known as "use -it or lose -it." HealthEquity 1 Customer Service: (866) 382-35101 www.healthequity.com © 2016, Gehring Group, Inc., All Rights Reserved 16 no -41 Basic Life and AD&D Insurance Martin County Sheriff's Office I Employee Benefit Highlights 12019-2020 The Sheriff's Office offers a contribution of 50% toward the cost of a $20,000 Basic Term Life and Accidental Death & Dismemberment (AD&D) benefit through The Standard, for all active employees. Employees with dependent(s) may also elect a Basic Dependent Life Insurance Benefit of $5,000 for a spouse and/or a $2,500 benefit on each dependent child (from birth through age 20, or through age 24 if a full-time student). The Basic Life Insurance plan also includes an Accidental Death & Dismemberment (AD&D) benefit which pays in addition to the Basic Life benefit when death occurs as a result of an accident. Partial benefits are also payable based on the schedule of benefits. For detailed coverages, exclusions and stipulations, please refer to the carrier's benefit summary or contact The Standard's customer service. Age Reduction Schedule Benefit amounts are subject to the following age reduction schedule: > Reduces to 65% of the benefit amount at age 65 > Reduces to 50% of the benefit amount at age 70 > Reduces to 35% of the benefit amount at age 75 The reduction will be effective January 1 following the employee's birthday. Basic Life and AD&D Insurance Payroll Deductions - Monthly Premiums Tier of Coverage Employee Cost Employee Only Employee + Family $3.00 $3.72 Retirees Upon retirement, employee may continue this Basic Term Life coverage with a reduced face amount of $5,000 (AD&D for retirees is not available and dependent coverage, if previously elected, will be terminated). Always remember to keep beneficiary forms updated. Employee may update beneficiary information at anytime by contacting Human Resources. The Standard I Customer Service: (888) 937-4783 I www.standard.com Additional Life and AD&D Insurance In addition to the Basic Term Life and Accidental Death & Dismemberment (AD&D) Insurance through The Standard, the Sheriff's Office also offers eligible employees the opportunity to voluntarily purchase additional life and AD&D insurance coverage. Employee will be responsible for 100% of the premium for this policy. Eligibility To be eligible for this plan: Employee must be insured for the $20,000 Basic Term Life/AD&D benefit offered by the Sheriff's Office. • Employee must be an active employee of the Martin County Sheriffs Office, excluding temporary and seasonal employees, full-time members of the Armed Forces, leased employees and independent contractors. • Employee must be regularly working at least 20 hours each week. • For Dependent Life Insurance; an employee's spouse or child(ren) must not be full-time members of the Armed Forces. Additional Employee Life Coverage Amount • Employee may elect additional life coverage in units of $10,000 to a maximum benefit of $300,000. • If employee elects an amount of additional life coverage greater than $100,000 (the Guaranteed Issue amount), the excess will be subject to medical underwriting approval. Additional Spouse Life Coverage Amount • Employee may elect additional spouse life insurance coverage in units of $10,000 to a maximum benefit of $300,000, but not to exceed 100 percent of combined employee Basic Term Life benefit and additional life coverage amount. If employee elects an amount of spouse life coverage greater than $20,000 (the Guaranteed Issue amount), the excess will be subject to medical underwriting approval. Age Reduction Schedule Benefit amounts are subject to the following age reduction schedule: Reduces to 65% of the benefit amount at age 70 > Reduces to 45% of the benefit amount at age 75 > Reduces to 30% of the benefit amount at age 80 Reduces to 20% of the benefit amount at age 85 > Reduces to 15% of the benefit amount of age 90 > Reduces to 10% of the benefit amount at age 95 The reduction will be effective January 1 following the employee/spouse birthday. Please Note: Applications for all plans will be subject to medical underwriting approval. (Except new hires under the Guarantee Issue.) 17 CO 2016, Gehring Group, Inc, All Rights Reserved Martin County Sheriff's Office 1 Employee Benefit Highlights 12019-2020 Additional Life and AD&D Insurance (Continued) Employee/Spouse Rates If employee elects additional life with AD&D insurance, the monthly premium rate for this plan is indicated in the table below. Premiums for coverage will be deducted directly from employee's paycheck. To calculate the premium: 1. Amount elected: Write this amount on the additional life requested amount line on employee Enrollment and Change Form. 2. Line 1 divided by $1,000 3. Select rate from the rate table 4. Line 2 multiplied by Line 3 = Monthly cost. Line 1: Line 2: Line 3: Line 4: Additional Life and AD&D Insurance Rate Table Monthly Premium Age Bracket Employee/Spouse (Based on Employee Age) (Rate Per 51,000 of Benefit) < 30 30-34 35-39 40-44 45-49 50-54 55-59 60-64 65-69 70-75 75+ $0.140 $0.150 $0.185 $0.250 $0.405 $0.590 $0.965 $1.090 $1.980 $3.220 $1050 00 Additional Dependent life Coverage Amount • Employee may elect dependent life with AD&D insurance for employee's eligible child(ren). • Employee may elect one of the following options for dependent life coverage: > $2,000 > $5,000 > s10,000 • AD&D insurance from The Standard Insurance Company is also included in all of the above mentioned plans. Monthly premium rate for this coverage is listed in the table to the below. Please Note: Applications for all plans will be subject to medical underwriting approval. (Except new hires under the Guarantee Issue.) Additional Dependent Life and AD&D Insurance Monthly Premium Benefit Amount Rate Per Benefit Amount $2,000 $5,000 $10,000 $0.40 $1.00 $2.00 The Standard 'Customer Service: (800) 247-6888 www.standard.com © 2016, Gehring Group, Inc., 011 Rights Reserved 18 Long Term Disability Insurance Martin County Sheriff's Office 1 Employee Benefit Highlights 1 2019-2020 The Sheriffs Office provides Long Term Disability (LTD) Insurance at no cost to all eligible employees through The Standard. Eligible employees are automatically enrolled in LTD coverage. LTD is designed to replace a portion of employee's income when employee cannot work on a full-time basis because of a non work related injury or illness. An LTD"Q&A" is provided below that answers commonly asked questions regarding benefits the LTD plan provides. Do I qualify as disabled? When does the LTD benefit begin? What is the LTD benefit? Employee qualifies as disabled for the first 2 years of disability if: • Not working and cannot perform the duties of employee's normal occupation due to injury or illness; or • Working part-time or on a limited basis due to injury or illness and have lost at least 2096 of your income eamed before being disabled. Thereafter, employee qualifies as disabled if: • Not working and cannot perform any occupation employee is reasonably qualified to perform based on background, training, or education; • Working part-time or on a limited basis due to injury or illness and have lost at least 40% of employee's income eamed before being disabled. The LTD benefit begins after employee has been disabled for 90 days. The LTD benefit equals 6096 of employee's monthly predisability earnings, up to a maximum of $6,000 per month. This benefit may be reduced by other income (answered later). If employee is disabled and working on a limited or part-time basis, the"Return to Work Incentive" would apply. Under the"Return to What is the LTD benefit if I am disabled but working? Work Incentive"for the first 12 months after retuming to work, the employee's LTD benefit will not be reduced until work earnings plus the LTD benefit exceed 10096 of the pre -disability earnings. After that period, only 5096 of work earnings are deducted. How long does the LTD benefit last? What other income may reduce the LTD benefit? What would cause the LTD benefit to terminate? What disabilities does the LTD plan exclude? The benefit will continue while continuously disabled with a maximum period determined based on employee's age at the time of disability. • Retirement payments or disability payments from Social Security or other government agencies; • Payments from pension plans; • Workers' Compensation. Benefits end when employee's disability ends or employee: • Reaches the maximum benefit payment period; • Fails to provide proof of disability; • Dies; • Ceases to be under the care of a physician; • Fails to report income from other sources; • Fails to pursue Social Security Disability Income (55I) benefits (when appropriate); • Fails to submit to required medical exams. The LTD benefit does not pay a benefit for disabilities resulting from: • Willful self -injury; • War or act of war; • A sickness or injury covered by Workers' Compensation or arising out of or in the course of employment for wage or profit; • A new or continuing disability after the benefit payment period ends and the insured has not returned to active work; • Pre-existing condition. The Standard I To Report a Claim Contact: Yolanda Bills, Assistant Manager, Human Resources Unit I Phone: (772) 220-7010 19 Q 2016, Gehring Group, Inc., All Rights Reserved lq(p -So Martin County Sheriff's Office 1 Employee Benefit Highlights 1 2019-2020 Voluntary Accident Insurance Sheriff's Office employees may elect to purchase Voluntary Accident Insurance through Cigna Insurance Company. Personal Accident Insurance will help protect against losses due to accidents. Employee and dependent(s) are eligible 24 hours a day, 365 days a year with worldwide coverage at work, home, traveling on business or while on vacation. Eligible dependents under this plan are employee's spouse (under age 70), and unmarried children under age 25 who are primarily supported by the covered member and either live in their household or are full-time or part-time students. Employee Only or Employee plus Family coverage is offered in this plan, in increments of $50,000. Employees may select a minimum of $50,000 of coverage to a maximum of $250,000 of coverage. Post tax per pay period deductions are provided in the table below. Benefit Amount Employee Only Employee + Family 50,000 $100,000 $150,000 $200,000 • $250,000 $1.80 $3.60 $5.40 $7.20 $9.00 $2.60 55.20 $7.80 $10.40 513.00 Life Insurance Company of North America (Cigna) I Claims: (800) 238-21251 www.mycigna.com For Policy Information, contact Human Resources Unit: (772) 220-7143 In -The -Line -Of -Duty Death Life Insurance The Sheriff's Office provides In -The -Line -of -Duty Death Life benefit at no cost for all eligible employees. The death benefit is $75,000 and is payable subsequent to a death while in the line -of -duty. Coverages In accordance with Florida Statutes 112.19, the Company will pay the benefits for covered insureds as shown in the table below: Class 1 Circumstance Benefit C-62 C-64 C-31 Is accidentally killed or receives bodily injury which results in the Insured Person's death or dismemberment in the line of duty. Is accidentally killed while responding, at the time of injury, in fresh pursuit or to an emergency or what was reasonably believed to be an emergency. 575,000 (Accidental Death and Dismemberment) Additional $75,000 (Accidental Death) Is unlawfully and intentionally killed by another or receives bodily injury which is unlawfully 5225,000 (Accidental Death) and intentionally inflicted by another and which results in the Insured Person's death. Principal Sum Any payments made shall consist of the statutory amount adjusted to reflect price level changes based on the Consumer Price Index for all urban consumers published by the United States Department of Labor. Adjustments shall be made by July 31 of each year and updated accordingly using the most recent month data is available at the time of adjustment. Hartford I Administered by Florida Sheriffs Risk Management Fund 'Customer Service: (850) 320-6880 © 2016, Gehring Group, Inc., All Rights Reserved 20 Employee Assistance Program Martin County Sheriff's Office I Employee Benefit Highlights 1 2019-2020 The Sheriff's Office cares about the well-being of all employees on and off the job and provides, at no cost, a comprehensive Employee Assistance Program (EAP) through New Directions. EAP offers employee and each family member access to licensed mental health professionals through a confidential program protected by State and Federal laws. EAP is available to help employee gain a better understanding of problems that affect them, locate the best professional help fora particular problem, and decide upon a plan of action. EAP counselors are professionally trained and certified in their fields and available 24 hours a day, seven (7) days a week. What is an Employee Assistance Program (EAP)? An Employee Assistance Program offers covered employees and family members free and convenient access to a range of confidential and professional services to help address a variety of problems that may negatively affect employee or family member's well-being. Coverage includes six (6) face-to-face visits with a specialist, per person, per issue, per year, telephonic consultation, online material/tools and webinars. EAP offers counseling services on issues such as: ✓ Child Care Resources ✓ Legal Resources ✓ Grief and Bereavement ✓ Stress Management ✓ Depression and Anxiety ✓ Work Related Issues ✓ Adult & Elder Care Assistance ✓ Financial Resources ✓ Family and/or Marriage Issues V. Substance Abuse Are Services Confidential? Yes. Receipt of EAP services are completely confidential. If, however, participation in the EAP is the direct result ofa Management Referral (a referral initiated by a supervisor or manager), we will ask permission to communicate certain aspects of the employee's care (attendance at sessions, adherence to treatment plans, etc.) to the referring supervisor or manager. The referring supervisor or manager will not receive specific information regarding the referred employee's case. The supervisor or manager will only receive reports on whether the referred employee is complying with the prescribed treatment plan. New Directions I www.ndbh.com Access Code: mcso New Directions I Customer Service: (800) 624-5544 Supplemental Insurance Aflac Aflac offers a variety of voluntary supplemental insurance plans that may be purchased separately on a voluntary basis with premiums paid by payroll deduction. Payroll deductions will be taken on a pre-tax basis for all plans except the Short Term Disability plan. Aflac pays money directly to member, regardless of what other insurance plans member may have. Certain levels of Short Term Disability, Hospital & Accident plans are Guaranteed Issue, contact Aflac representative for more details. Available Aflac plans include: ✓ Cancer Protection Assurance ✓ Accident Advantage ✓ Hospital Choice Plan ✓ Short Term Disability Plan Aflac ( Customer Service: (800) 992-3522 www.aflac.com ( Claims Fax: (877) 442-3522 Agent: Loire Lucas I Phone: (772) 708-5931 Fax: (772) 286-3031 Agent: Karen Zabaglo Chatham I Phone: (772) 284-3210 Fax: (772) 334-6778 MetLife MetLife Insurance offers a permanent Life Insurance Policy that may be purchased separately on a voluntary basis for employee spouse, minor children and grandchildren with premiums paid by payroll deductions post tax. The Permanent Life Insurance Policy can be purchased as a supplement to the basic life and voluntary life insurance your employer offers. The voluntary universal life coverage is also portable. Even when employee changes jobs or retire, as long as employee pay the necessary premium employee may continue the policy. To learn more about the MetLife Life Insurance plan or to schedule an appointment, contact the groups local MetLife Agent. Metropolitan Life Insurance ( www.metlife.com Agent: Janet Froyen I Phone: (561) 704-4378 Email: jfroyen@madisonplanning.com Agent:Tara Froyen I Phone: (561) 602-2827 Email: tfroyen@madisonplanning.com 21 �. 2016, Gehring Group, Inc., Ad Rights Reser ed Martin County Sheriff's Office 1 Employee Benefit Highlights 1 2019-2020 Legal Insurance The Sheriff's Office employees have the opportunity to enroll in a voluntary pre- paid legal program through LegalShield. By enrolling in this plan, a participant will have direct access to attorneys who will provide legal assistance, 24 hours a day, seven (7) days a week, for a variety of situations that include: ✓ Divorce ✓ Child Custody and Support ✓ Adoption ✓ Civil Litigation ✓ Bankruptcy ✓ Name Changes ✓ Criminal Defense ✓ Traffic Tickets ✓ Wills & Living Trusts ✓ Real Estate ✓ Credit Report Issues ✓ Contract Review Employee can purchase LegalShield for $14.95 per month. This includes coverage for the entire household including employee's spouse and dependent child(ren) regardless of the number of eligible dependents enrolled in the plan. All premiums will be payroll deducted on a post -tax basis. LegalShield I Customer Service: (800) 729-7998 Agent: Rebecca Smith I Email: rjsmith@smithterry.com Credit Unions As an employee of the Sheriff's Office, employee and family member's are eligible to join the Credit Unions listed below. Credit unions are member - owned financial service cooperatives established to serve members by offering better dividends on savings, lower rates on loans and fewer service fees than other financial institutions. As a member/owner of the Credit Union, employee's have voting privileges and are eligible to serve on the Board of Directors or on other volunteer committees. New member information and account forms are available in Human Resources. Examples of common services include: ✓ Checking Accounts ✓ Savings Accounts ✓ Consumer Loans ✓ College Fund Account ✓ Credit Cards ✓ Student Loans ✓ First Mortgages ✓ Home Improvement Loans ✓ Auto Lease Program Connect Credit Union Cynthia Ryan 1 Phone: (772) 287-4057 ext. 1207 1993 S. Kanner Highway, Stuart, FL 34994 Gold Coast Federal Credit Union Debi Bisbano l Phone: (772) 408-1837 10570 S. Federal Highway, Suite 1001 Port St. Lucie, FL 34952 Cr 2016, Gehring Group, Inc., RII Rights Reserved 22 Re -53 Empower Retirement Martin County Sheriff's Office 1 Employee Benefit Highlights 1 2019-2020 Employees of the Sheriff's Office are eligible to enroll in voluntary Deferred Compensation Plan(s). Through payroll deduction, employee can make pre-tax contributions from 1-100% of employee base wages. An Internal Revenue Service (IRS) dollar limit cap applies. Visit www.irs.gov for information on the IRS limits for the current calendar year. Employee can designate contribution as a pre-tax deferral, a Roth deferral or a combination of both. Roth deferrals are after-tax contributions, but earnings on these contributions accumulate tax-free in your account and withdrawals at retirement may be exempt from federal income tax. The Sheriffs Office plan allows for the rollover or transfer ofan existing qualified retirement plan account from a prior employer. Employee is always 100% vested in any rollover or transfer to the plan, plus any earnings they generate. Generally, money may be withdrawn from employee's account for death, disability, unforeseeable emergency, in-service withdrawals of rollover contributions, loans and termination of employment. Please contact Empower Retirement for additional information. If an employee needs assistance with investment selection, contact the Sheriff's Office Investment Advisor: Brad Larsen at (866) 606-4015 or brad@efadvisor.com. Please Note: New hires are automatically enrolled with a 2% contribution rate. Empower Retirement I Customer Service: (800) 701-82551 www.empowermyretirement.com Erisa Fiduciary Advisor: Brad Larsen, NFP Retirement 1 Phone: (561) 722-4511 Advisor: Yerandy Del Prado Reguera 'Phone: (239) 962-0230 COBRA The Consolidated Omnibus Budget Reconciliation Act (COBRA) requires that most employers sponsoring group medical plans offer employees and dependent family members the opportunity for a temporary extension of group insurance coverage at group rates in certain instances where coverage under the plan would otherwise end. These coverages include medical, HRA, dental, and vision. If employee or a family member experience any of the events provided below and wish to continue coverage, employee must contact Human Resources within 30 days from when the event occurred. Employee: Spouse ofan Employee: Dependent Child ofan Employee: 1. Reduction in hours of employment (that disqualifies group insurance participation eligibility); or 2. Termination of employment (for reasons other than gross misconduct). 1. The death of your spouse; or 2. A termination of spouse's employment (for reasons other than gross misconduct) or a reduction in your spouse's hours of employment; or 3. Divorce or legal separation from spouse; or 4. Spouse becomes entitled to Medicare. 1. The death of a parent; or 2. A termination of the parent's employment (for reasons other than gross misconduct) or a reduction in the parent's hours of employment with the Martin County Sheriff's Office; or 3. Parent's divorce or legal separation; or 4. Parent becomes entitled to Medicare; or S. The dependent child ceases to be a "dependent child"according to the plan's eligibility definition. 23 © 2016, Gehring Group, Inc., All Rights Reserved Martin County Sheriff's Office 1 Employee Benefit Highlights 12019-2020 MCSO Health Center — Stuart The MCSO Health Center was established to provide Sheriff's Office employees easy and cost-free access to quality medical care. The Health Center is available to individuals who are enrolled in the Sheriff's Office medical insurance plans, including employees, retirees, spouses and dependents. All visits to the MCSO Health Center are completely confidential and no personal information is shared with employee's employer. Stuart Primary Care Office 11980 East Ocean Blvd. To schedule an appointment: Phone: (772) 872-7380 Online scheduling: www.tcprimarycare.com The Primary Care Office requires covered members to schedule an appointment prior to being seen. What Services are Performed at the Primary Care Office? ✓ Wellness check-ups ✓ Diabetes management ✓ Diagnosed maintenance care ✓ Health Risk Assessment and Biometric Screenings ✓ Annual work physical ✓ Acute and Chronic Illness Primary Care Office — Hours of Operation Monday _J , Tuesday 1 Wednesday Thursday Friday Saturday Sunday l 8:OOam-5:OOpm 8:OOam - 5:OOpm 8:OOam - 5:OOpm 8:O0am-5:OOpm 8:OOam - 5:OOpm Closed Closed Stuart Urgent Care Office 1 1050 SE Monterey Rd., Suite 101 Phone: (772) 419-0560 The Urgent Care Office is a walk in facility, and does not require appointments. The Urgent Care Office was established to assist covered members with an illness/injury that does not appear to be life-threatening, but cannot wait for a Primary Office appointment. What Services are Performed at the Urgent Care Office? Acute Illness, such as: ✓ Vomiting, Diarrhea, Dehydration ✓ Fever and Flu ✓ Severe Sore Throat and Cough ✓ Minor Broken Bones and Fractures ✓ On-site X -Rays Urgent Care Office — Hours of Operation _ __ T- -- .- - -- - - Monday Tuesday Wednesday r Thursday r - Friday Saturday Sunday 8:OOam - 6:OOpm 8:OOam - 6:OOpm 8:OOam-7:OOpm 8:OOam - 6:00pm 8:OOam - 6:OOpm 8:OOam - 2:OOpm 8:OOam - 2:OOpm Prescription Medications The MCSO Health Center stocks widely used generic medications that can be dispensed to patients, at no cost. Staff can prescribe generic medications for a variety of acute conditions. Medications can also be dispensed for chronic conditions including high blood pressure, cholesterol, acid reflux, and diabetes. If a prescribed medication is not stocked, the staff will provide a script to take to the local pharmacy for purchase through the Sheriff's Office medical insurance plan. © 2016, Gehring Group, Inc. All Rights Reserved 24 FAGROUP EMPLOYEE BENEFITS I RISK MANAGEMENT GEHRING® 4200 Northcorp Parkway, Suite 185 Palm Beach Gardens, Florida 33410 Toll Free: (800) 244-3696 I Fax: (561) 626-6970 www.gehringgroup.com © 2016, Gehring Group, Inc., All Rights Reserved FINAL tast Modified: September 5, 2019 1:45 PM 0,(, -5(0 /3 4 Office of Attorney's Matters June 2, 2020 INDIAN RIVER COUNTY ATTORNEY Dylan Reingold, County Attorney William K. DeBraal, Deputy County Attorney Susan Prado, Assistant County Attorney TO: Board of County Commissioners THROUGH: Richard B. Szpyrka, P.E., Public Works Director FROM: William K. DeBraal, Deputy County Attorney DATE: May 28, 2020 SUBJECT: Settlement of Attorney's Fees for Gene Perry for 45th Street/US Highway 1 Intersection Improvements On May 5, 2020, the Board considered purchase of a parcel of property from Gene Perry and the Estate of Helen Johnson for the US Highway 1 - 45th Street intersection project. Gene Perry and the Estate of Helen Johnson own the parcel of property on the northeast corner of Old Dixie Highway and 45th Street as shown below as Figure 1. Figure 1. Aerial view of Gene Perry's/Estate Property The property is 0.74 acres in size and is zoned IL, light industrial. Improvements to the property include a 720 sq. ft. single family home. 197 Perry/Johnson 45th Street/US 1 May 28, 2020 Page 12 In order to complete the improvement project, the County must acquire a 301 sq. ft. corner clip (0.007 acres) from Mr. Perry and the Estate. The part taken is unimproved with no landscaping and will be used for a mast arm signal. The sketch is shown below as Figure 2. S. s •V•31 9m s,o e \I:IP •C' 11 - N89'46'13•W = tilit 9 i4 b LEGAL DESCRIPTION: RIGHT OF WAY ACQUISITION JJ2. . F 12-39-23-00000-5000-00014.0 05.0 P7RRY, 059E 254, VO 2 (1/2321) t 25.00' 589'4613 E POINT OF INC 32-39-23-00100-5000-00015.0 AOP OP CEL.2ARE NC 0.2.8. 287, PO 75 • 174 71017-00-541. 101E 2017-OF-P'AY IME .'R„ --(1025'47'E r� qd (NORTH45TH G/FFORDSIREET ROAD) da S017N 129E SECT@I 23 T. 32 5.. R4E 39 E. i POINT OF COMMEN 1152174 UHC SECTp7 Z0, T. 32 S, ROE 39 L 529'46'13'71 (87100750 20�) INTERSECTION OF CENTERLINE OF RICHT-Of-WAY OLD DIXIE HIGHWAY AND NORTH UNE SECTION 26, T32S,. RCE -190 (117 -Cf -PAY 110: 109111-0P-MAY{HE 32-39-25-00000-3750-000010 01311TY FRUIT PAGERS R NC 0E.0 993. PC 2301 NOT PLATTED (00007E0) 40 Legend and Abbreviations COR •CORNER Co. • COMPANY ESMT • EASEMENT LLC. • LIMITED UABILT' COMPANY L•ARC LENGTH 0.R.8. • OFFICIAL RECORDS 800K MAG • MAGNETIC P.B. • PLAT BOOK P.C. • POINT OF CURVATURE P.IA. • PARCEL IDENTIFICATION P.O.B. • POINT OF BEGINNING P.O.C. • POINT OF COMMENCEMENT P.T. • POINT OF TANGENT PROP • PROPERTY P.S.M. • PROFESSKNNAL SURVEYOR AND MAPPER R • RADIUS R6E • RANGE RNV • RIGHT OF WAY SEC • SECTION -TOWNSHIP -RANGE D•CENTRAL ANGLE TVR•TOWNSHIP GRAPHIC SCALE 0 40 80 MN -MI . - — ( IN TELT ) Intended display vent.: 1 inch = 40 feet lIR 0939.9.00071 S NOT REPRESENT .% 800102.9%). 6./E't PREPARED 752 20751 109E2 =NM ENON ELRNO 0 EPARNE27 OMAN RIA O0M1Y AOW`11TRA1911 SAMS 1001 270, MIXT VERO BOCK 1L 32930 (721) 567-2000 /NO/AN RIVER COUNTY Qeeor/men/ P3b//5Works�nIO%/eQ✓ry ion SN\I 1R 59.011 LP1t Turn Lm. P:\Wbk Mo. \O.. R /NGLEff SECTION 23 O. S20 TOWNSHIP 32 SKETCH OF DESCR/PT/ON Z• FOR RANGE 19 PERRr PARCEL A135S-05111 SLLOI UR Ten, Lm.\13ss-.&i, Si mw ben Cana IE GL 9ati0.2 0 Figure 2. Sketch of Right-of-way parcel. After considering the presentation by staff, the Board voted 4-1 to approve the following: ■ Purchase of the needed right-of-way for $5,500 to be divided equally between the Estate and Mr. Perry. • Appraisal costs of $6,605.00 and engineering costs of $1,950.00. • Attorney's fees in the amount of $3,750 for Charles Holloman, attorney for Mr. Johnson, the Personal Representative of the Estate. • Attorney's fees for Richard Neill, attorney for Gene Perry, in the amount of $1,122. The Board calculated the fee using the statutory formula as follows: $5,500 purchase price - $2,100 initial offer = $3,400 benefit for client x 33% = $1,122 198 Perry/Johnson 45th Street/US 1 May 28, 2020 Page 13 Mr. Neill was seeking $13,650 in fees and costs based on 40.3 hours of work performed by himself and his associate, Mr. Osking, which was a reduction in fees of almost $5,000. The Board reasoned the fee was too high in light of the small size of the parcel and countered with the fee calculated by the statutory method. In response to the Board's action, Mr. Neill sent the attached letter. In an effort to resolve the attorney's fee issue, Mr. Neill proposes that the County and Mr. Neill choose a mutually agreeable attorney experienced in litigation and submit documents and arguments in support of the respective side's position. The attorney would render a decision and both sides would be bound by that decision. Staff supports this proposal for resolution of the attorney's fee issue. To have a court decide the dispute would involve filing suit, retention of expert witnesses and hearing time, which would involve more time and increased costs. Mr. Neill has agreed that the closing on the property may move forward while the attorney fee issue is being resolved. Staff anticipates hiring of the attorney to determine the appropriate fee amount will cost approximately $600. Funding: Funding for this expenditure is budgeted and available from Optional Sales Tax/ROW/45th Street/left Turn Lane at US 1, Account # 31521441-066120-13013. Recommendation: Staff recommends the Board accept Mr. Neill's proposal for the attorney's fee dispute and agrees to be bound by the conclusion of the attorney mutually agreed upon by the parties. Copies to: Richard Neill, Esq. Attorney for Gene Perry 199 Law Offices NEILL GRIFFIN MARQUIS, PLLC 311 South Second Street Suite 200 Fort Pierce, FL 34950 Richard V. Neill+. Richard V. Neill, Jr +4 - Renee Marquis -Abrams* lan Eielson Osking Brandon M. Hale *Board Certified wills, Trusts, & Estates Lawyer *Certified Court Mediator + Board Certified Civil Trial Lawyer. Of Counsel May 11, 2020 Sent via USPS and email to BDebraal@ircgov.com William K. Debraal, Esq. Deputy County Attorney Indian River County 1801 27th Street Vero Beach, FL 32960 Re: Gene Perry — 45th Street Project Dear Bill, I am disappointed that the Board of County Commissioners is insisting statutory fee on this matter. I can understand the Board not wanting to pay more than is reasonable, Commissioners would think that $1,122.00 is reasonable. Mailing. Address: Post Office Box 1270 Fort Pierce, FL 34954-1270 Telephone: (772) 464-8200 Fax: (772)464-2566 on paying this firm the but I am surprised that the We've represented Mr. Perry since the original offer nearly four years ago, I've visited Mr. Perry and inspected the property twice, reviewed your appraisal and plans with an appraiser and engineer, had a meeting with you, Mr. Perry and staff, and had the matter basically ready to timely settle and close but for the interest of Helen Johnson who had been a joint owner with our client. In that regard, we located and communicated with her estate's attorney in Texas, kept in communication with that attorney, and you or Monique, concerning status, and eventually were successful in prodding counsel to get the order determining heirship. After that, we followed up on getting Ms. Johnson's son involved and encouraging him to get counsel, followed up with you and tried to shepherd this to a conclusion, reviewed the updatedappraisal at some point during the process, and spent time reviewing and revising substantive points (not just fees and costs) in your proposed settlement agreement; and, of course, we had stayed in touch with the client off and on throughout the years of the representation. I don't think that $1,122.00 is a reasonable or fair fee for the work we did andour cooperation in trying to bring this matter to a conclusion. I can't believe that .you and Dylan think that it is. And, I don't 200 William K. Debraal, Esq. May 11, 2020 Page 2 know the Commissioners, but if they are business people and have any understanding of what was involved in the representation, I don't think they would believe that either. If the County wants to stand behind the statutory fee, which seems mean spirited, I can't do anything about that other than argue in Court that supplemental fees should be paid and/or that the statutory fee in this case is unconstitutionally low. At this point, the only alternative (to Court) that I can suggest is that we agree to an independent review and determination of a reasonable fee. If the County would agree to honor the determination by a mutually acceptable third party (and I'm thinking a local lawyer) of a reasonable fee for our efforts, I would agree to that approach. If we have to argue whether I'm entitled to a fee beyond the. statutory percentage, I'm going to need to ask the Judge to decide that. Please advise whether such a solution would be of interest. E Richard. Neik, Jr. RVNjr/lam Cc: Mr. Gene Perry Dylan Reingold, Esq., County Attorney 201 /c, June 2, 2020 ITEM 14.C.1 INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS INTER -OFFICE MEMORANDUM TO: Members of the Board of County Commissioners DATE: May 27, 2020 SUBJECT: Discussion on Parameters for the Board's Fiscal Year 2021 Budgetary Debate, in Light of Reduced Revenue Due to COVID-19 Effects FROM: Tim Zorc Commissioner, District 3 Discussion Item: I respectfully request an open discussion on how we will approach this year's budget process, given the uncertain reductions in revenue we expect over the remainder of 2020. As a discussion -starter, I'd like to hear my fellow commissioners' thoughts on their priorities and how they seek to account for the uncertainty in regard to future revenue. I'm also interested in the financial parameters currently being considered by County staff and my fellow commissioners' thoughts on the same. Notably, at this time, construction activity is a top contributor— if not the top contributor — to local sales tax revenue numbers. The April 2020 tax revenue figures reflect construction projects that were already in -progress, many since 2019. 202