ICHLANDE CREATION IGRCUATURE CELE n ORPORATED B AGENDA  TOWN COUNCIL MEETING At Richlands Town Hall December 10, 2024 6:00F P.M.  I. II.  Call meeting to Order Invocation  III. Pledge of Allegiance  IV. Mayor Cury request to attend/lead meeting digitally  V. Additions/Deletions to. Agenda VI. Authorization to Pay Bills (November)  VII. Minutes  Public Hearing- November 12, 2024 Regular Scheduled Meeting- November 12,2024 Special Called Meeting- November 18, 2024  VIII. Richlands Police Department Accreditation/Todd Clingenpeel, DCJS Program Mgr.  IX. Scheduled Public Comments (5 Minute Max) X. Unscheduled Public Comments (3 Minute Max)  XI. Agenda Items  a. Creation of Generator Capital Account 0-2024-12-04 (md Reading)  b. Capital Accounts- Grapple Truck/Annex C. Professional Collections Service RFP    d. Cell Tower Contract e. Paving RFP Council Dates for 2025 g. Short Term Disability h. Fairfax Court Taxes Statement of Economic Interest ROW Agreement for Generator k. Repeal of] REC Commission (2nd Reading)  XII. Monthly Financial Report a. Budget Amendments XIII. Attorney Report XIV. Town Manager Report  a. Police Department Updates (Cameras) & Schedule date for Public Safety b. Disorderly Conduct by customers-Front Desk Town Hall  Committee meeting C. AMP Smart Thermostat XV. Council Members Report  a. Laura Mollo b. Jan White Jordan Bales d. Rick Wood Gary Jackson f. Seth White  XVI. Mayor's Comments XVII. Executive Closed Session  a. VA Code Section: 2.2-3711 (A)(1)- Personne-Perfommance review. b. VA Code Section:2.2-3711 (A)(6) - Contract negotiation  XVIII. Adjourn Meeting  Next Regular Meeting is. January 14, 2025.            TOWN OF RICHLANDS PUBLIC HEARING  The Richlands Town Council held a "Public Hearing" on Tuesday, November 12, 2024, at  5:30pm in the Richlands Council Chambers with the following present:  Mayor: Rod. D. Cury Town Manager: Jason May Town Attorney: Mike Thomas Finance Manager: Ronnie Campbell Project Manager:. Absent Town Clerk: Amanda Beheler Laura Mollo  Council Members: Seth White, Gary Jackson, Rick Wood, Jordan Bales, Jan White, and  The Town Meeting was called to order at 5:30pm and opened with the invocation and the Pledge Mr. May gave a brief description oft the proposed creation of the R-3. Zone as well as changes to  of Allegiance led by Mayor Cury. the current R-2 Zone.  Mayor Cury welcomed the Planning Commission.  INRE:  Public Comment  There were. no Public Comments.  INRE: Meeting adjourned.  Adjournment  Rodney D. Cury, Mayor  Amanda Beheler, Town Clerk  1        TOWN OF RICHLANDS PUBLIC HEARING  Thel Richlands Town Council held a "Public Hearing" on Tuesday, November 12, 2024, at  5:45pm in the Richlands Council Chambers with the following present:  Mayor: Rod.D. Cury Town Manager: Jason May Town. Attorney: Mike Thomas Finance Manager: Ronnie Campbell Project Manager: Susan Whitt Town Clerk: Amanda Beheler  Council Members: Seth White, Gary Jackson, Rick Wood, Jordan Bales, Jan White, and  Laura Mollo  The Town Meeting was called to order at 5:45pm and opened with the invocation and the Pledge  of Allegiance led by Councilman Seth White.  INRE:  Amendments to the Charter  Mr. May advised he had received two suggested changes to the Town Charter from Council members. The Council briefly discussed making the following two amendments to the Charter: Mr. White suggested removing the word "read" and replace with the word presented"  regarding the First and Second reading of Ordinances. Town Managers Residence during their tenure ofoffice.  Mayor Cury asked if there was anyone present who would like to speak regarding these potential Mr. White advised he would like to revise the current process of reading Ordinances by  changes to the Town Charter. presenting them instead.  Mr. White also advised that he believes the Town Manager should reside within the Town Limits.  Mrs. Mollo agreed with Mr. White on both changes.  Mr. Bales asked ifthe Town would be ADA compliant by presenting the Ordinances instead of reading them. Mr. White advised the Town would be compliant and Ordinances would be printed  and handed out.  Mrs. Mollo also advised copies would be available online as well.  Mr. Jackson agreed with both changes.  1    Mayor Cury also agreed with both changes. However, he stated it would need to be read to  anyone that could not read to be ADA compliant.  INRE:  Public Comment  Lynna Mitchell, 406 Buchanan Street- Mrs. Mitchell asked the Council how the verbiage would change regarding the Town Manager living within Town limits during their tenure ofo office. The Council discussed adding in a 6-month stipulation to the Charter, it is currently only in the  Town Managers' contract.  Mr. Thomas explained the next steps in this process.  Mr. May advised that the Council could work through the wording on these changes during the  Regular Scheduled Meeting.  INRE: Meeting adjourned.  Adjournment  Rodney D. Cury, Mayor  Amanda Beheler, Town Clerk  2    TOWN OF RICHLANDS SPECIAL CALLED MEETING  The Richlands Town Council held a "Special Called Meeting" on Monday, November 18, 2024,  at 6:00 pm ini the Richlands Council Chambers with the following present:  Mayor: Rod. D. Cury Town Manager: Jason May Town. Attorney: Absent Finance Manager: Absent Project Manager: Absent Town Clerk: Amanda Beheler Laura Mollo.  Council Members: Seth White, Gary Jackson, Rick Wood, Jordan Bales, Jan White, and  The Town Meeting was called to order at 6:00pm and opened with the invocation and the Pledge  of Allegiance led by Mayor Cury.  INRE:  Additions, Deletions, or Corrections to the Agenda  Mayor Cury asked that the November 12, 2024, Public Hearing Minutes (Charter Changes) be Upon a motion by Laura Mollo seconded by Gary Jackson and the unanimous roll call vote ofall  added to the agenda for approval.  members present, the Council voted to approve the agenda as amended.  INRE:  Approval of Minutes (Charter Changes)  Upon a motion by Laura Mollo seconded by Jan White and the unanimous roll call vote ofall members present, the Council voted to approve the November 12, 2024 Public Hearing Minutes (Charter Changes) and the November 12, 2024 Regular Scheduled Meeting Minutes (Section  pertaining to the proposed changes to the Charter).  INRE:  Adjournment  Upon a motion by Jan White seconded by Laura Mollo and the unanimous roll call vote of all  members present, the meeting was adjourned.  Rodney D. Cury, Mayor  Amanda Beheler, Town Clerk        ORDINANCE NO.: 0-2024-12-04 TITLEIII: ADMINISTRATION CHAPTER 36: CAPITAL IMPROVEMENT ACCOUNTS CAPITAL IMPROVEMENT ACCOUNTS Creation ofl New Ordinance 36.04  BE: IT ORDAINED by the Council oft the Town of] Richlands, Virginia, pursuant to $$2.2(3) and 3.4(2) of the Town Charter, Section 32.45, 32.46, and 32.48 of the Richlands Town Code, and Virginia Code $$15.2-2501 and 15.2-2505, that the Council hereby IMPLEMENTS Section 36.03 ofthe Town Code regarding a capital improvement account for the Generator Account:  $36.04 RICHLANDS GENERATOR CAPITAL ACCOUNT  (A)The Town hereby establishes a capital project account for the Richlands Generator project which shall comprise of a natural gas powered generator for the production of electricity  tol be provided or stored for the Town of Richlands.  (B)Funding for this account may come from any or all ofthe following sources: a. Moneys appropriated and made available by the Town b. Grants from state or federal agencies d. Bond proceeds, ifa applicable this project.  Donations or contributions from private individuals or organizations  Any other moneys which may be made available to the Town for the purpose of  (C)Any money held in this account shall be used solely for the planning, construction, and maintenance of the Richlands Generator Project. Upon completion of such project, any remaining money held in the account may be further held in this account for maintenance of the Richlands Generator or transferred to another Capital Improvement Project as (D)This account shall have its own line item of the Town's budget starting fiscal year 2025 (E) The Town Manager, or his designee, shall provide quarterly reports to the Town Council on the status oft the Richlands Generator Project and the balance oft this Capital Account.  deemed appropriate by the Richlands Town Council.  and each fiscal year thereafter.  First Reading: Second Reading: On day of seconded by_  2024, A motion was made by  and  for adoption ofs such ordinance as presented.        VOTE:  Bales Jackson Mollo J.White S. White Wood  Rodney D. Cury, Mayor  Amanda Beheler, Clerk  Effective Date (30 days from passage, unless passed as emergency):        Town of Richlands, VA Town Council Meeting Staff Summary Action Item  Agenda Title: Staff Contact(s): Jason May Agenda Date: Attachment(s): Reviewed By: SUMMARY:  Capital Projects Financial Updates December 10, 2024 Ronnie Campbell  Item Number:  Update on the Town's two established capital accounts through October 31, 2024:  1. Grapple Truck Account  Funding initiated: April 2024 Total revenue: $22,894 Monthly average: $3,270 Duration: 7 months  Status: Active and receiving regular deposits Project scope: Fire station/EMS station/Public works site Status: No funding received through October 2024  2. Richlands Annex Account  Current balance: $0  FINANCIAL IMPACT:  1. Current Capital Account Balances:  Grapple Truck: $22,894 Richlands Annex: $0 Total Capital Funds: $22,894 Current monthly average: $3,270 Projected annual revenue: $39,240  2. Projected Annual Revenue (Grapple Truck):  RECOMMENDATION:  This item is presented for informational purposes only. No action is required.        Town of Richlands, VA Town Council Meeting Staff Summary Action Item  Agenda Title: Staff Contact(s): Jason May Agenda Date: Attachment(s): Reviewed By: SUMMARY:  RFP for EMS Collections December 10, 2024 Ronnie Campbell  Item Number:  Staff recommends awarding RFP 2024-12 for EMS collection services to Nationwide Credit Corporation (NCC). NCC is a' Virginia-based collection agency offering a straightforward 20%  contingency fee structure with no additional fees or charges.  Key Components:  SWaM certified Virginia corporation Licensed in all 50 states SOC1and SOC2 certified Non-confrontational collection approach 24/7 client portal access Comprehensive compliance certifications  FINANCIAL IMPACT: 1. Cost Structure:  20% of collected amounts No collection = No fee Noa additional charges or hidden fees Monthly remittance to Town Detailed reporting and account tracking Client portal for real-time monitoring  2. Process:  RECOMMENDATION:  Staff recommends awarding the contract to NCC for the following reasons:  1. Clear, competitive fee structure 2. Strong compliance and certification history 3. Virginia-based with required licenses 4. Modern technology and reporting capabilities 5. Professional, customer-focused approach 6. Transparent operational processes  Upon approval, staff will execute the contract and begin implementation of services.        NCC ITPAYS TO PARTNER  Proposal  Town of Richlands Professional Collection  Services  Town of Richlands RFP ID #2024-12  October 31, 2024 Project Manager 200 Washington Square Richlands, VA 24641  Phone: (276)964-2566 IF Fax: (276)963-2889 NCCi is a leading provider of compliant, ethical and professional accounts receivable solutions that drive exceptional results and exceed expectations while demonstrating unwavering honesty, integrity, and transparency in our daily  interactions with consumers and clients. Nationwide Credit Corporation (NCC)  5503 Cherokee Ave Alexandria, VA 22314 703-813-1401 www.nccarm.com  1    SNCC IPAYST TOPARINER  To: Re:  Susan Whitt, Project Manager NCC Collection Services  From: Jamal Kalokoh, Director of Client Relations  Date: October 31, 2024 Dear Ms. Whitt,  Thank you for the opportunity to submit our proposal for Collection Services to the Town of Richlands. NCCis a Virginia corporation located in Alexandria. We have read the RFP and NCC meets or exceeds all of the requirements. We understand that the Town may have been impacted by storm damage and hope that recovery is complete. Storm impacts can have lingering effects and NCC's compassionate, non-confrontational collection approach works in cooperation with debtors, not in conflict. This is core to who we areasan organization. We learned long ago that compassion is good business, and that an agency does not collect more money by being confrontational with debtors, We will, wherever appropriate, offer extended payment plans according to individual financial circumstances, and we will work together with each patient We also pride ourselves on being an extremely "user-friendly" agency, and will work very closely with your management and staff through every step of the process, from the Implementation Phase through ongoing client service. An important part of our job is finding ways to make your job easier. This is an We look forward to the opportunity to work with you and hope you will select  we want you to know that we are here to help.  which is a departure from the typical agency "firm demand."  to explore payment options.  essential component of a quality partnership with NCC.  NCC as your collection services partner.  Sincerely, Ganab  2    Jamal Kalokoh Director of Client Relations Phone: (703)813-1426 (571)499-4565 amal.Kalokoh@nccva.com Nationwide Credit Corporation (NCC) 5503 Cherokee Ave, Suite 300 Alexandria, VA: 22312 htp/wwwncamm.om,  Fax:  AICPA SOC  CEATEONS SWaM Smal, Women: and  Minority-Owned  ACCREDITED  Sppiset Digrsily Strenghens ties Corwornval BBB. BUSINESS  3    Table of Contents  A. Cover Letter B. Cross Reference Index C.E Executive Summary  Page. 2-3 Page. 5-7 Page.8-10 Page.11-13 Page. 14-36 Page. 37-42 Page. 43-45 Page. 46-53 Page.54-55 Page. 56-57 Page. 58-59 Page. 60  D. Company Background and Experience  E. Collection Methodology F. Technical Capabilities G. Key Personnel  H. Quality Assurance Measure  - References J. Cost Proposal  K. MBE/ESB Participation Plan  L. Appendix  a. Penetration Report b. Batch Info Report . Acknowledgement Report d. Sample Initial Letter e. Sample Paid in Full Letter f. Sample Payment Receipt g. Sample Dispute Letter h.F Remittance Report  Pg.61 Pg.62 Pg.63 Pg. .64 Pg.65 Pg.66 Pg.67 Pg.6 68  4    NCC  ITP PAYSTO PARTNER  Cross Reference Index  5    Cross Reference Index  For your convenience, below, we have cross-referenced the requirements below 1. Be responsible for the collections of accounts deemed bad debts. Please 2. Demonstrate collections industry best practices in collection percentage; 3. Gain a complete knowledge of the Town and the Town's collection policies. 4. Have a complete knowledge of the Fair Debt Collection Practices Act (FDCPA), and be fully compliant with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Technology for Economic 5. Provide detailed acknowledgement reports of accounts transferred to the 6. Provide comprehensive monthly performance reports. Page. 27,53 7. Be paid a percentage of collected accounts only. Page. 57  with the corresponding page numbers in our proposal.  see "Collection Methodology", Pages. 14-36  Pages. 12, 47,48 Page. 12  and Clinical Health Act (HITECH). Pages. 13,33,37,43,44  Contractor by the Town. Page. 58  8. Have an electronic portal that the Town can access at any time to review 9. Have the ability to separate accounts based on the Town's collection 10.Have the proven ability to be accessible, to respond quickly, and to be 11.Demonstrate honesty and integrity at all times and be in good business  the status of all accounts. Pages. 27,36,52  practices. Page. 15  customer service oriented. Pages. 20, 30, 31  standing. Pages. 12, 13  12.Have the ability to pursue accounts in civil court. Page. 18  6    GENERALTERMS AND CONDITIONS  1. Insurance Requirements: The Contractor shall maintain the following insurance coverage during the entire term of the contract: a. Commercial General Liability Insurance with a combined single limit of not less than $1,000,000 per occurrence. b.A Automobile Liability Insurance with a combined limit of not less than $1,000,000 per occurrence. C. Workers' Compensation Insurance in compliance withi the laws of the Commonwealth of Virginia. d. Professional Liability Insurance with limits of  not less than $1,000,000 per claim.  Please see attachment "NCC Insurance Coverage"  2. Indemnification: The Contractor shall indemnify, defend, and hold harmless the Town of Richlands, its officers, agents, and employees from any claims, damages, costs, and expenses arising from or related to Contractor's performance oft this  contract.  NCC agrees to the Town of Richlands indemnification terms.  3. Compliance with Laws: The Contractor shall comply with all applicable federal,  state, and local laws, regulations, and ordinances. Please see section- = Pages. 10, 40, 44  4. Non-Discrimination: The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in  employment.  NCC agrees toi the Town's Non-Discrimination terms and conditions.  5. Termination: The Town reserves the right to terminate the contract for convenience  upon thirty (30) days written notice to the Contractor.  NCC accepts the Town's termination terms and conditions.  6. Confidentiality: The Contractor shall maintain the confidentiality of all Town records  andi information to which they have access.  NCC shall maintain the confidentiality of all Town records and information to  which we have access.  7    NCC  ITI PAYS TO PARINER  Executive Summary  8    Executive Summary  As detailed throughout this proposal, we recognize that the quality of an agency relationship is not simply about recovery rate. Iti is about revenue, which goes far beyond just collecting past due accounts. The public image and reputation of our clients is paramount. We learned long ago that you do not collect more money by alienating the consumer. To be truly effective, collectors must be 'salespeople" and have to work in a completely non-controntational way with the consumer to "sell" the consumer on the benefit of paying their bill. This requires a high level of training and management supervision. Regardless of the type of account, whether tax collection, fines and fees, or healthcare accounts, we work with each consumer in a non-controntational, collaborative way that fosters cooperation,  increases payments, and eliminates complaints.  From a technical standpoint, the NCC Collection System is a highly refined process that addresses all stages of account recovery. Every NCC associate is trained in our methodology to establish consistency and empathy in handling each account. By defining the protocols for all steps in the collection process, we not only ensure compliance with Federal and State laws, but also avoid complaints and collect on  accounts more professionally.  Our collection methodology and attention to detail pay off in industry high net- back results for our clients. Our goal is to always increase your revenue by taking a positive collection approach that virtually eliminates complaints (which impact clients' management time as well as image and reputation). When combined with accurate, timely reporting and a pro-active, user-friendly client service staff we reduce the administrative burden for your management and staff = another NCC  benefit.  9    We reduce your administrative burden while increasing recoveries This is what defines NCC as a quality agency partner.  OFFEROR: Nationwide Credit corporationNCC) Address:5503 Cherokee Ave, Alexandria, VA22314  Telephone: 703-663-5182 E-mail: Dawaspeed@nccva.com  FAXI No:  Print Name:  David Speed  AChL 8k6ley  Title: Chief Operating Officer  NCCi is in fullo compliance with the Fair Debt Collection Practices Act (FDCPA), the Fair Credit Reporting Act (FCRA), Health insurance Portability and Accountability Act (HIPAA), HIPAA Security Standards, the Counterfeit Access Device and Computer Fraud and Abuse  Act, CFPB Regulations, PCI-DSS and all other State and Federal laws.  10    NCC  ITP PAYSTO PARTNER  Company Background and  Experience  11    Company Background and Experience  NCC employs the highest ethical standards throughout our organization and in all of our contact with the public. Outstanding public relations is of paramount importance to us. The value of a collection contract can be undercut if the agency's tactics generate complaints from the public. NCC is one of a very small number of unique collection agencies nationwide that utilizes a positive, cooperative, non-controntational approach with consumers. Our positive collection approach not only reduces complaints but also increases revenues. At NCC, we learned long ago that an agency does not collect more money by being confrontational with a patient. The terms (and approach) used by most agencies are "Firm Demand," " and "Firm but Fair." That is a confrontational approach. At NCC, in a cooperative way, we review their charges and help them to consider repayment options. In some instances, there may be objections or dispute of the balance, or perhaps simply a misunderstanding of their bill. NCC account representatives excel at listening and explaining bills in a manner that provides the consumer with a clear understanding of the charges. Sometimes it is stressed financial circumstances that are the issue, and the key is to work with the consumer (who is often a voter, and/or a taxpayer) to explore whatever financial options may be available to them. Working accounts in this way leads to a dramatic increase in payments coupled with outstanding public relations. Courtesy and respect are far more effective than confrontational demands. And that defines who we are as an agency, and why NCC isr re-defining NCC's approach is guided by the Collector's Pledge, an ACA Foundation initiative promoting the treatment of customers with dignity and respect. This pledge is a testament to our commitment to ethical and professional conduct:  how collections is done.  Collector's Pledge  Ibelieve every person has worth as an individual. Ibelieve every person should be treated with dignity Iwill make it my responsibility to help consumers find  and respect. ways to pay their debts. Iwill be professional and ethical. Iwill commit to honoring this pledge.  12    NCC is proud to be a member of ACA International, the leading trade association for credit and collection professionals. ACA International sets ethical standards and advocates for the credit and collection industry, highlighting its value to  businesses, policymakers, and consumers.  NOTE:  As a practical matter, NCC has handled millions of accounts from a wide spectrum of clients without a single lawsuit ever resulting in a finding against NCC or our  clients. NCC protects our clients - period  NCC is in full compliance with the Fair Debt Collection Practices Act (FDCPA), the Fair Credit Reporting Act (FCRA), Health Insurance Portability and Accountability Act (HIPAA), HIPAA Security Standards, the Counterfeit Access Device and Computer Fraud and Abuse Act, CFPB Regulations, PCI-DSS and all other State and  Federal laws; and will conduct ourselves accordingly.  We understand that this contract is for accounts outside the State of Virginia. NCC is licensed in all 50 States and has made it a priority to secure all necessary licenses, certifications, and testing, as well as to build strong relationships, to ensure the protection of our clients' data and reputations. Our commitments  include the following:  SOCIType 2 SOCIIT Type 2 PCI and HIPAA compliance Internal Penetration Testing External Penetration Testing Semi-annual Network Segmentation Testing FTC Safeguards compliance BBB Accredited Business with an A+ Rating Google Review rating of 3.4  ASV Scans  13    NCC  ITI PAYS TO PARTNER  Collection Methodology  14    Collection Methodology  The NCC "New Client Playbook"  At NCC, we are dedicated to delivering the highest quality service and results to each of our clients. We take pride in the fact that our clients often tell us that working with NCC is the first time they've been able to build a truly collaborative To ensure we meet your needs and preferences, we make a concerted effort to understand all aspects of your requirements before placing any accounts. Prior to your first account placement, we will create a "New Client Playbook" covering every aspect of our partnership. We review this playbook with your management team to ensure our services are tailored precisely to your needs. Upon approval, we will integrate that Playbook into our internal training for all NCC: staff assigned to your account. This initial stage of our Implementation process is fundamental to our organization. Our goal is not only to be the most effective and user-friendly agencyyou've worked with but to set the gold standard for all your vendor Just a simple example during the initial Implementation Phase, regarding the Town's requirement that accounts are separated based on the Town's collection practices - as part of the New Client Playbook for the Town of Richlands, we will be separating the accounts as needed, based on the Town's collection practices. Internally, NCC can assign separate "client numbers" to each category of account and provide separate reporting for each along with a combined account "totals" report monthly. If separate categories of accounts require separate collection approaches, that will be segmented and applied as well, and incorporated into our training for all NCC management and staff assigned to our Town of Richlands  relationship with their agency.  relationships.  team.  15    In order to prioritize a seamless and tailored implementation process to ensure we meet your specific requirements and preferences, here's how we approach  onboarding a new client: Implementation Timeline:  1. Week One: Introduction and Communication Connections  Kick-off Meeting/Conference Call: Introduction of staff, establishment of roles and expectations, information gathering,  setting up communication links between our systems  2. Week Two: Testing functionality. 3. Week Three: Samples  Load and test criteria with a secure test data file to ensure accuracy and  Review the New Client Playbook with the client.  Provide samples of letters, reports, and other documentation for review,  adjustments, and approval.  4. Week Four: Go Live  Implement the service package and commence full-scale operations.  The timeline above will depend on the complexity and volume of programming  required to meet client specifications.  16    New Client-Specific Training  New Client Orientation: Policies, Procedures, and Requirements  1. Initial Training  Contractual Requirements: Understand all contractual obligations.  Client Management and Staff Orientation:  Communications Personnel  Patient Confidentiality: Adhere to privacy regulations. Information Security: Ensure the protection of client data. Client Billing Forms and Records: Familiarize with documentation Collection Performance Goals and Expectations: Set clear performance Client Payment Procedures: Understand and follow payment processes. Compromise Settlements: Handle settlements as per client  procedures. benchmarks.  specifications.  2. Training Reinforcement (Weekly Training Meetings)  Proper Patient Contact: Maintain professionalism and empathy. Advanced Motivational Collection Techniques: Employ effective  strategies to enhance collection pertormance.  3. Ongoing Training  Conducted monthly to update on Federal and State regulations and to  support individual development. Regular refresher courses  Based on:  Management evaluations, including complaint reviews, collection performance, contract compliance, attitude, and approach. Focused on using reviews as a training and motivational tool, fostering positive reinforcement and addressing deficiencies.  17    NCC Quality Team Involvement  Monthlyi interaction with client managers to review performance comprehensively, including recovery rates, clerical effectiveness, staff Identify personnel for re-training or additional management direction and provide recommendations to senior management.  cooperation, and patient treatment.  NCC Ability to Pursue Accounts in Civil Court  NCC has full capability and extensive experience with collection litigation in the  State of Virginia and out-of-state claims as well.  Our non-confrontationa, cooperative collection approach enables us to resolve  most accounts without the need for litigation.  NCC will not initiate legal action on any account without the specific written authorization of the client. We will recommend legal action and provide the rationale, along with any identified assets and a summary of the account, in a NCC will oversee the process and ensure that the legal firm has all necessary information to proceed. We perform asset searches and gather vital information to assist our clients in deciding whether to pursue legal action. Once a judgment is entered, we consider the legal process complete only when our client has been paid or every effort has been made to execute on the judgment.  written request for authorization.  18    Litigation Requirements  Litigation requirements are mutually agreed upon with our client during the  Implementation Phase, before the first account placement.  Standard Procedures: 1. Requirements:  The patient refuses to pay despite our efforts to establish a The patient has no known complaints or disputes regarding the We assess the patient's willingness and ability to pay.  reasonable payment plan. balance or the client. the balance.  An asset search confirms that the patient has the resources to resolve  2. Procedures:  Assess the patient's willingness and ability to pay. Deem patients with the ability but not the willingness to pay as Issue an asset search for qualifying patients. Ifthe patient has the necessary resources, an asset search is Advise the client of the circumstances and request authorization to Hold the account in withhold action status until client approval is  suitable for legal action.  conducted.  pursue legal action based on the known assets.  received:  Ifapproved, commence the legal process.  Ifnot approved, return the account to active collections or close it as directed by  the client.  19    Collection Programs  The philosophy behind our collection programs is that time is money," and we make time work for you by combining efficiency, professionalism, expertise, and persistence with a strong commitment to client service and excellent patient  relations.  Our primary focus is medical billing and collections. Unlike agencies that handle a variety of accounts, our medical staff exclusively manages medical accounts, ensuring that your patients are not mixed with bankcard, retail, or commercial accounts. All work is handled by NCC medical staff who are ACA International Certified Professional Collectors and trained to handle confidential information. At NCC, we recognize that the cornerstone of any collection operation is the collector. We offer competitive compensation plans, lucrative incentive programs, and comprehensive benefits, resulting in a very low turnover rate. Operating from asingle center helps us avoid the high costs associated with multi-branch agencies, allowing us to reinvest more revenue into the collection process. This results in a tightly controlled, state-of-the-art collection operation. We understand that results are achieved through continuous effort. All accounts undergo a thorough screening process, including address, phone numbers, insurance, and bankruptcy checks. We send a series of letters and make collection calls on both primary and secondary referrals. All letter content is reviewed for  compliance by an attorney and is available for client review. Collection letters are reviewed and approved by our client during the Implementation Phase. Our collection staff will then make phone calls to contact All correspondence includes the hospital's account number. Patients with questions can contact us by phone or use our 24/7 Interactive Voice Response  patients for payment.  System.  20    Ourv work hours are designed to maximize contact times for self-pay accounts and to utilize non-business hours for reports and research on insurance and other non-  self-pay claims:  Monday through Friday 8:00 a.m. to 5:00 p.m. Saturday (self-pay collectors only): 9:00 a.m. to 1:00 p.m.  Rotating nights until 7pm  Service Capabilities  Nationwide Credit Corporation (NCC) provides debt collection services exclusively. HCA or HealthCare Associates, Inc. is a separate corporation that provides early out self pay services, insurance discovery services and insurance follow up  services to hospitals and large practices.  Collection Services: R Inpatient R Outpatient R Emergency Room R Ambulance/EMT  Billing:  R Complete Automated Billing and Follow-Up Systems  R Audit Services Third Party Reimbursement: R Managed Care Contract Compliance R HMO Appeals R Commercial Insurance R Motor Vehicle Claims R Workers Compensation Claims  Litigation Services R Arbitration R Self-Pay Litigation R Third Party Intervention  21    NCC utilizes the following vendors for insurance eligibility, skip tracing, credit  scoring, credit reporting, and asset searches:  Pronto (Insurance)  TEC (skiptrace waterfall through 5 vendors) Transunion/Equifax (Credit Reporting) Interactive Data Bankrupt/Deceased scrubs)  Collection Procedures  The foundation of any collection operation is the collector. At HCA, we define our approach as compassionate collections." Unlike the "Firm Demand" approach used by most collection agencies, our non-confrontational method results in happier patients and collectors. Consequently, we enjoy an extremely low  turnover rate.  HCA's positivity throughout our organization contributes to one of the lowest collector turnover rates in the industry. Happy, experienced, and well-trained collectors lead to higher employee satisfaction, and happy employees lead to  happy clients.  With a single operational center, we avoid the high costs of multi-branch agencies, allowing us to reinvest more revenue into the collection process. For our clients, this means better-paid, petter-trained, and better-managed collectors-and more resources devoted to collections than typical agencies. The result is a tightly controlled, highly effective operation that redefines how collections are done. HCA trains specialists to excel in all aspects of healthcare billing and collections. Although each group specializes in specific areas, there is a synergistic overlap. For example, our self-pay unit, primarily focused on self-pay accounts, can identify third-party claims when valid insurance is uncovered during their efforts and transfer that account to the appropriate insurance recovery specialists.  22    Similarly, we can manage an account to conclusion when a self-pay portion remains after insurance. This ensures that your claims are handled by personnel with the necessary skill sets to resolve them effectively according to their specific financial-class designation. The nature of the claim determines the preference for one account representative or another, yet your reports will be received from one  organization. HCA gives you the best of both worlds: a) Simplified management reports, and efficiency and performance.  b) Application of the best possible resources to specific tasks to maximize  Unlike other collection situations where the patient consciously incurs an obligation, a healthcare bill is often not voluntarily incurred. The past-due account may reflect financial stress rather than irresponsibility. Thus, there is an opportunity to work with the patient to help rehabilitate their financial circumstances, with our trained account representatives providing advice on how  to restructure their cash flow to accommodate the bill.  Al key to our success is dividing resources according to financial class, allowing each account to be managed by a specialist in that discipline. Because we train our personnel according to specific financial class distinctions, we can perform follow-up, insurance verification, and collection programs on an ongoing basis or  act as an off-site extension of your department as needed.  Our focus is, and has always been, on the financial health and humanitarian image of our healthcare clients. As stated throughout our proposal, we approach your patient as an advocate, not an adversary. We emphasize empathy, compassion, and cooperation as the true keys to positive patient relations and higher recoveries, going beyond courtesy and professionalism. Our respect for the dignity of patients supports our clients' image and reputation and benefits our agency. Our philosophy reflects our commitment to responsive service. Unlike many agencies, we do not expect you to conform to our policies and procedures-we  focus on conforming to and exceeding your expectations.  23    COLLECTION LETTERS  NCC's written communications are crafted to comply with all Model Valuation Notice Oura automated tracking system ensures that records of all correspondence are maintained online. Sample letters are available in the Appendix for your review. Letters and notices are pre-programmed in our software system and can be requested individually or in groups. We can also create customized letters for special collection campaigns or to reflect changes in regulations affecting your  MVNrequirements and adhere to Federal and State regulations.  patients (e.g., collection costs, statute of limitations).  Ify you wish to run special collection campaigns, NCC will promptly implement the necessary letters and integrate the campaign into our training program and  telephone contacts with your patients.  TELEPHONE CONTACTS  NCC's collection staff begins professional telephone communications with the patient within 24 to 48 hours of receipt. We strictly prohibit any threats or abuse toward patients. Our company policy mandates compliance with REG F and all State and Federal laws, ensuring that all telephone communications are conducted professionally and adhere to the highest ethical standards. Our telephone contact methods utilize a counseling approach. Our account representatives inform the patient of the issue, fully explain the situation, and outline the potential consequences of non-payment. They then help in resolving the problem by suggesting repayment options, detailing the advantages and disadvantages of each, and showing a willingness to work with the patient to resolve the issue promptly. This approach helps address the patient's objections and demonstrates our commitment to working collaboratively towards a  resolution.  24    By avoiding adversarial tactics and clearly explaining payment options and consequences, NCC's professional approach is more effective in securing payments compared to the abrasive tactics used by many agencies. We train our representatives to approach each patient with professionalism and dignity, while  maintaining a focus on the successful resolution of the account.  Payment Arrangements  When our account representatives determine that a patient cannot pay the full amount, we work in cooperation with the patient to develop a manageable payment plan based on their financial situation. Unlike many agencies that impose rigid payment structures with short timelines and high payments, often leading to broken arrangements due to unrealistic demands, NCC takes a different approach.  At NCC, our representatives work with the patient to establish a payment plan that aligns with their financial capacity. This method results in more appreciative patients, fewer broken promises, higher recoveries, and positive public relations  for our clients.  We meticulously track each Partial Payment Arrangement (PPA) account until the payment is due. A reminder letter is sent as required before the payment due date, and a "broken promise" phone call is made within 24 business hours of any default. Defaulted payment accounts are immediately moved to the collector's All repayment arrangements are monitored for consistency and viability. If an agreement is broken, the patient is contacted immediately to address the issue  priority queue upon notification of default.  and determine the next steps.  25    Training, Monitoring and Compliance  Proper training and guidance are crucial for maintaining constant productivity, delivering appropriate responses, mastering negotiation techniques, and understanding the specific situations and terminology required for effective  account resolution.  Training is provided by our Corporate Trainer and is structured into four main  sections:  1. Introduction to the Industry: Understanding the fundamentals of the 2. Regulations and Certifications: Familiarization with relevant laws, 3. System and Phone Functions: Training on our computer systems and phone 4. Collections Skills and Techniques: Development of collections skills, effective communication strategies, and negotiation techniques. This comprehensive training program ensures that our staff is well-prepared to handle various scenarios and provide optimal service to our clients and their  collections operation.  regulatory agencies, and necessary certifications.  operations.  patients. Certifications  Our training program includes comprehensive materials such as workbooks, exercises, and certification exams, all sponsored by the company. The training content is customized and presented in a structured, easy-to-understand manner, with each topic building on the previous one. Discussions are conducted to ensure that employees fully grasp the information before moving on to new subjects. Employees receive thorough training in federal and state laws relevant to collection activities and are specifically trained in client procedures to ensure adherence and understanding of all associated terminology.  26    In addition to formal training, collectors are provided with ongoing updates to accommodate industry changes. Our experienced management team continues to support employee development beyond initial training. Collection managers hold daily meetings with their teams for updates and motivation. They also conduct specialized sessions to provide positive reinforcement on training topics that  impact their daily activities.  Communications  Our goal is to minimize the workload of your staff and keep account questions, disputes, and complaints to an absolute minimum. At NCC, we believe in total transparency. All collection calls are recorded, ensuring that our clients are never in the dark about the status of any account. In addition to detailed reports, we offer 24/7/365 online access, providing you with continuous audit capability.  When you place accounts with NCC, every employee--from the collection floor to the client service epatment-unoeriands that they are working on your behalf.  Client Interface  NCCi integrates seamlessly with all major software systems. Accounts can be delivered securely through our SFTP site and uploaded electronically.  Client Access Portal  Each client has secure online access to view and print real-time statistical performance reports, check account information, enter new accounts, and report payments. Additionally, you can perform remote audits 24/7/365.  27    As your business and technology needs evolve, NCC is committed to proactively providing communication capabilities that align with those needs. We strive to be a quality partner focused on making your job easier and reducing your  administrative burden.  Our implementation plans are carried out once we develop a results-oriented action plan with defined timelines. A change agent is assigned to each action item. We start with a reverse-engineered outline and then fill in the details using the task lists compiled during our evaluation of the initiative and desired outcomes. For each task, we establish specific goals, strategies for achieving them, and timelines. Critical path analysis determines the priority order of tasks. This is a collaborative effort, with input from all involved parties, ensuring effective communication and successful implementation of the plan.  Managers use a collector productivity & route report to evaluate collection activity. This report provides a detailed overview of the collector call statistics in addition to evaluating their route performance. These reports are evaluated weekly by management. Any indication of a deficiency will result in additional training for a collector. Repeated deficiencies will be evaluated to determine if the  collectori is able to maintain his statistics within his group.  We track productivity on an individual basis. Collectors are expected to be at 75% to best of the leading collector. If the collector is unable to attain this goal, they will be provided with additional training and management assistance to assist All calls are recorded and maintained. We are able to review any calls if requested.  them in meeting the expectations.  Each collector is monitored and scored various calls each month.  28    Management Controls and Supervision  NCC utilizes multiple internal evaluation processes and key performance indicator reports. Upon starting collection work with a new client, we will review the activity at 30, 60 and 90 days. Following the initial 90 Day Period we will perform spot reviews on a monthly basis and more detailed reviews every 90 days. The Collection Analysis Report shows placements, adjustments, and collections for  each 30-day period, and cumulatively.  The Collector Scorecard report is our daily indicator report for each collector. This report monitors the number of outbound & inbound calls, number of contacts, number of promised payments, amount of promised payments, amount of urgency payments, amount of post -dated payments and amount collected. This is then averaged by each hour the collector  works.  Dialer Report shows us on a daily, monthly and yearly basis the number of accounts dialed, number of connects, number of inbound calls, number of bad phone numbers, and the percent of inbound contacts made from the  total numbers called.  Collection Trend Report calculates the amount collected for each month and on a client-by-client basis. This report gives us the total payments for any date and/or time range, number of payments, average payment amount, the percent of payments made in 30, 60, 90 days, : and the mode  of payment such as credit card or check.  Current Status Report spots any initial trends and ensures that the overall details of the account are consistent with our projections. The status report provides us with an immense amount of detail which we leverage to look for possible deviations to any industry trends ori internal norms.  29    For example, we found that phone attempts for a new client were receiving an abnormally high rate of "bad phone numbers" for their new accounts. After an analysis of the issue, we found that this client had many repeat patients coming to collections and the client's system was not updating any new demographics. This caused them to place accounts with us with older phone numbers. We compared this to our norms in successful skip tracing attempts and found the demographic information in our system was substantially more current than what we were, getting from the client. As a result, they were able to correct their processes and we were able to leverage our internal data for their new accounts,  increasing right-party contacts and collections. collector-specific Quality Assurance  The core structure of our quality assurance program has been in use for several years. The program elements are re-evaluated on a regular basis and enhancements may be made depending on the change in the team composition, industry demands and performance. Call monitoring is dispersed throughout the month with feedback shared with the respective collector. Depending on results, Daily and weekly internal reviews of NCC's activity take place on several levels:  additional training may be scheduled.  A. Collection Performance B. Consumer Complaints C.P Positive Collections Approach  D. Daily reviews of Compliance Assurance issues E.D Daily reviews of Broken Promise follow-up F.V Weekly quality control management meeting findings G. Weekly Collection Unit meetings H. Weekly overall collection performance reviews I. Weekly review of client service logs J. Monthly inventory reconciliation (balances, etc)  30    K. Monthly review of routine correspondence handling L. Monthly review of Litigation procedures/results M. Monthly review of account disposition categories:  Paid in Full's  Compomises/Setements: PPA maintenance and follow-up Recalled accounts processing  Quality Client Partnerships  At NCC, we are dedicated to delivering the highest quality service and results to each of our clients. We take pride in the fact that our clients often tell us that working with NCC is the first time they've been able to build a truly collaborative To ensure we meet your needs and preferences, we make a concerted effortto understand all aspects of your requirements before placing any accounts. Prior to your first account placement, we create a "New Client Playbook" covering every aspect of our partnership. We review this playbook with your management team Once approved, we integrate the Playbook into our internal training for all NCC staff assigned to your account. This initial stage of our Implementation process is fundamental to our organization. Our goal is not only to be the most effective and user-friendly agency you've worked with but to set the gold standard for your  relationship with their agency.  to ensure our services are tailored precisely to your needs.  vendor relationships.  31    Key Elements of Our Approach  Client-Defined Success:  Without a clear understanding of your definition of success, we cannot build a service that is truly responsive to your needs. Many clients report that other agencies define success based on their own metrics rather than those of the client. We firmly believe in aligning our success metrics with yours.  Goals and Objectives:  We establish specific goals and objectives for each initiative. Often, we start with the end goal and everse-engineer the process, outlining each step required to achieve these objectives, complete with action items, timelines, and assigned  responsibilities. Time Frames:  Time frames are linked to each goal and objective, and a timeline project plan is developed from the end point backwards. This helps ensure all milestones are  met.  Communications:  Effective communication and transparency are crucial for a meaningful quality partnership. We ensure that all aspects of the client service plan are reviewed with all affected parties. Everyone involved understands the plan, their tasks' significance, and feels a sense of ownership and commitment. Regular meetings and workshops reinforce training and ensure continuous alignment with client  needs.  32    Proactive VS. Reactive Service:  Our proactive approach to client service involves regular dialogues with your management team to review service quality and identify areas for improvement. Our Client Relations Manager integrates client service and operations with your needs, often leading to the development of client-specific programs or initiatives.  Performance:  We assess performance not just through metrics and reports but by evaluating effectiveness, communication, and alignment with your definition of success. To maintain momentum and ensure long-term performance, we invest in ongoing education, training, and motivational tools. Rigorous performance appraisals Prior to account placement with an agency, there are many factors that impact  ensure high standards. recovery rate:  Age of the accounts at the time of placement Level of effort placed on the accounts prior to placement Average balance of the accounts Patient demographics  Economic conditions (for example, COVID had impact on recovery rates, as  does inflation, cost of living, etc.)  Even given those factors, however, NCC's average recovery rate is considerably above the national average. One of the keys to NCC's exceptional performance is our cooperative, non-confrontational collection approach. By working together with each patient to find an equitable resolution that is within their financial means, our clients get the double-benefit of higher recoveries combined with positive public relations. People appreciate our willingness to work with them to resolve their account, rather than the often abrasive "firm demand" approach  used by most agencies.  33    Accountability: system to evaluate:  We believe in continuous improvement and use a propretanyselapprasal  Client Satisfaction Use of Resources Employee Morale Competitive Performance  Consumer Satisfaction and Complaint Prevention  This system involves scoring, critique processes, open discussions, and targeted improvements. Teams are rewarded based on pertormance, and areas for  improvement are addressed collaboratively.  Three-Way communication:  Effective communication is a three-way street involving agency-client, client- agency, and agency management-supervisors-staffinteractions. This ensures alignment and understanding across all levels of our partnership.  Certifications:  Our collectors are rigorously trained and tested in:  Fair Debt Collection Practices Act (FDCPA)  Health Insurance Portability and Accountability Act (HIPAA) Consumer Financial Protection Bureau (CFPB) Rules and Regulations Phone étiquette and positive, non-confrontation engagement  34    Training Materials and Methods  Our training program includes workbooks, exercises, and certification exams, all sponsored by the company. The training content is customized to ensure a smooth progression from one topic to the next. Discussions are held to confirm  understanding before advancing to new topics.  Employees receive formal and informal training, with updated sessions to accommodate industry changes. Our experienced management team conducts daily meetings for updates and motivation, and specialized sessions provide  positive reinforcement on training topics.  Ongoing Training and Development  1. Regular Refresher Courses:  Monthly training sessions based on Blueprint requirements  Updates on Federal and State regulations  2. Management Evaluations:  Evaluations cover complaint reviews, performance, compliance, Managers use these evaluations as training and motivational tools  attitude, and approach  3. Continuous Improvement:  Quality Managers identify potential improvements  Monthly interactions with client management to review performance  and identify training needs  35    Communication and Transparency  We prioritize transparent communication and strive to minimize workload and disputes. All collection calls are recorded, and clients have online access 24/7/365,  providing real-time audit capability. 1.C Communication Channels:  Toll-free number, encrypted email, SFTP, secure client portal, and fax Adaptable to your communication preferences and business needs  2. Client-Specific Training:  Each new client receives a customized training module as part of our  New Client Playbook  Training for all employees involved with the client  3. Reporting and Monitoring:  Are reporting and monitoring mechanism tracks project progress, Regular checkpoints for new client mplementations or significant  performance, and client satisfaction  changes  4. Change Management:  Detailed review of any changes to the plan  Team discussions on the impact, rationale, and adjustments needed  Final review includes redefining objectives, timetables, or roles and addressing  any concerns  36    NCC  ITF PAYSTO PARTNER  Technical  Capabilities  37    Technical Capabilities  A. Collection Management System (CMS) - FINVI  At NCC, we utilize FINVI, a leading collection software tailored for the debt collection industry. Designed with the latest Microsoft SQL server technologies, FINVI offers an open database that allows us to integrate custom features and adapt Web forms, panels, and screens to meet specific needs. The system supports ndustry-standard software such as Microsoft Word and Excel, ensuring  robust security to meet stringent client requirements.  Key Features of FINVI CMS:  Flexible Programming Capabilities: Finvi provides the ability for us to be able to program input and export files to almost any layout requested by Enhanced Collector Support: Features like automated follow-ups, online note-taking, and custom collection letter generation are integrated to Management Tools: Our CMS monitors collection activities by time of day and offers an extensive range of reports and management tools for optimal  our clients.  enhance collector efficiency and compliance.  operational oversight.  B. Predictive Dialing - LiveVox  We employ the LiveVox dialing system, renowned for its advanced auto and predictive dialing capabilities. It allows for compliant communication with phones we have consent to contact and supports features like Human Contact Initiator for reaching consumers that are not allowed to be called on an auto-dialer. Additionally, we utilize VOAPPS, a service that enables us to deliver "ringless voicemails. " This technology allows us to seamlessly place voice messages into the voicemail boxes of phones for which we have consent, without causing any  disturbance to the recipient.  38    C.Volume Capacity and Remote Access  Our infrastructure is fully equipped to handle new opportunities without the need for additional capacity. Our team is well-prepared, with ongoing training cycles and the latest technology in auto-dialing ready to manage your portfolio  effectively.  D. Compliance and Client-Centric Operations  NCC is committed to maintaining the highest standards of compliance, including HIPAA, FDCPA, and CFPB regulations. Our client-driven approach ensures that we avoid process tunnel-vision, focusing instead on specific client needs and custom solutions. This adaptability leads to sustainable, quality partnerships and high  client satisfaction.  Our comprehensive technical capabilities and client-focused services are designed to deliver superior results while upholding the highest standards of compliance  and efficiency.  Systems Security Environment  All servers are in-house, in a locked and alarmed room, accessible only by IT., located in a separately alarmed building. Alarms are monitored 24/7. All users are required to use MFA to log into their PCs, and an additional MFA to connect to the VPN if they are remote. Anyone remoting into a server is also required to use MFA at all times. All Servers and workstations have ESET Antivirus  installed, and updates are delivered as they are received.  Windows updates and patches are delivered weekly, unless they are critical in  which case they are delivered immediately.  39    Training for a security-Conscious Environment  Understanding the Human Element The human element often represents the most significant vulnerability in any IT security framework. To cultivate a robust security culture, it's essential that every team member, from the executives to the front-line staff, is informed, vigilant, and motivated about information security. Security Awareness and Training Awareness is the cornerstone ofi internal security. At NCC, all employees undergo comprehensive training to recognize and defend against potential security threats. By educating our team on the crucial role they play in safeguarding our network, we significantly reduce risk. Acceptable Use Policy (AUP) A cornerstone of our training program is the Acceptable Use Policy (AUP), which every employee must understand and agree to, demonstrated by passing a written exam. The AUP covers critical areas such as:  Email and internet usage Data privacy and security Password management  Restrictions on personal devices and remote work  Continuous Learning Security training at NCC is not a one-time event but a continuous endeavor that involves regular updates, communications, and retraining. This ongoing program ensures that employees remain sharp and aware  of evolving security threats. Practical Training Components  Detailed guidelines on secure computer usage, focusing on managing Regular updates on best practices for internet use, including caution against unknown attachments and maintaining password confidentiality. Education on identifying and mitigating risks from spyware, phishing, and Real-time alerts and memos distributed company-wide regarding new security threats, with guidance on recognition and response.  internet and email interactions safely.  other malicious attacks.  40    Secure Technology and Protocols  Every workstation is equipped with the latest security tools and requires Comprehensive training on the effective use of security tools, with mandatory regular security scans by all employees. Strict controls ensure no access is granted through insecure internet  robust password protocols for access.  connections.  Encouraging aSecurity-Minded Workforce  Regular reminders are given about the importance of reporting suspicious Employees are encouraged and rewarded for proactive security behaviors,  activities.  reinforcing the value of a vigilant and responsive team.  Through a layered, multi-tiered security strategy, NCC ensures that both our operations and our clients' interests are protected by the most comprehensive  security measures available.  HIPAA Compliance  Commitment to Privacy and Security: NCCI is fully compliant with the Health Insurance Portability and Accountability Act (HIPAA), demonstrating our unwavering commitment to protecting sensitive patient information.  Facility Access: Access to our facilities is tightly controlled; the building is secured beyond the front lobby, and visitors are always escorted by an NCC employee. This ensures that access to sensitive areas is carefully monitored and restricted to Security and Privacy Manual: NCC maintains a detailed Security and Privacy Manual that outlines our rigorous protocols for handling confidential and proprietary information. This manual is designed to ensure that while staff have the access necessary for efficient operation, all information is safeguarded against unauthorized access. Copies of this manual are available upon request.  authorized personnel only.  41    Employee Training and Confidentiality Agreements: Our staff undergoes extensive training focused on the importance of maintaining confidentiality, a practice reinforced by the requirements of both the Fair Debt Collection Practices Act (FDCPA) and the Fair Credit Reporting Act (FCRA). Every employee is required to sign a confidentiality agreement, underscoring their responsibility to protect  the information entrusted to our care.  Monitoring and Enforcement: Regular monitoring of staff ensures adherence to our strict confidentiality policies. Any breach of these policies is taken seriously Secure Electronic Communications: To protect patient information during electronici transmission, we utilize a Virtual Private Network (VPN). This technology establishes a secure, encrypted connection across the Internet, extending our corporate network to include remote offices, telecommuting employees, and external partners. This setup guarantees that all communications Through these measures, NCC ensures compliance with HIPAA regulations and best business practices, providing peace of mind to our clients and their patients  and may result in termination of employment.  are protected from eavesdropping and tampering.  that their data is secure and handled with the utmost care.  42    NCC  ITF PAYS TO PARTNER  Key  Personnel  43    Key Personnel  A key element of our success is our management team, many of which have been  promoted from within.  Our management team's experience and tenure are as follows:  Phil Rosenthal, CEO: 54 years tenure, 54 years' experience in  collections.  David Speed, COO: 11 years tenure 38 years' experience in credit and Mary Arthur, President HCA: 36 years tenure, 45 years' experience in  collections industry as both vendor and client.  billing, follow up and collections as both vendor and  physician/hospital client. inc credit and collections.  Deborah Feldman, IT Director: 20 years tenure, 26 years IT experience Kaymina Thompson, IT FACS Administrator: 6 years tenure, 21 years IT Arlynn Flecker VP of Compliance and Client Experience: 10 years tenure, 20 years' experience in collections compliance and Client Trina Maxie Compliance Manager: tenure 6 years collection compliance and 15 years compliance and customer service.  experience in credit and collections.  service.  Amybeth Gallihugh, Insurance Department Manager: 12 years tenure, 26 years collection and follow up experience on both vendor and  provider side.  Lisa Barnes, Director of Collections: 3 years tenure, 30 years collection  experience both vendor and client.  44    Brendan Speed, Dialer Manager: 10 years tenure, 10 years collection Geralyn Walker, Collection Manager: 16 years tenure, 20 years' Zebulun Ross, Collection Manager: 16 years tenure, 22 years  experience.  experience in credit and collections.  collection experience. experience in finance.  Amanda Osborne, Collection Manager: 3 years tenue, 13 years' Shaunta Holmes, Collection Manager: 10 years tenure, 15 years Chance Frye, CPA Controller: 5 years auditing and accounting. Aneka Barker, Accounts Payable Manager: 16 years tenure, 26 years Connie Goodwin, Director Human Resources: 11 years tenure, 31 years of Human Resources, Healthcare and Legal Experience. Sonia Barksdale, Training Manager: 8 years tenure, 28 years'  training and collection experience.  accounting and client service.  experience in finance.  Victor Salcedo, Collection Training Manager: 1 year tenure, 13 years' experience Customer Service, Administrative Management.  45    SNCC  ITF PAYS TO PARTNER  Quality Assurance  Measures  46    Quality Assurance Measures  NCC Quality Assurance and Partnership Elements  At NCC, our Quality Assurance approach is modeled after the ACA Blueprint model, recognized as the collection industry's standard for compliance and quality assurance. This model encompasses 18 core agency functions, ensuring that we  adhere to the highest quality standards in the industry.  As successful partnership with a collection agency hinges on several key elements. Outlined below are six critical components of our partnerships, along with the mission-critical tasks or processes for each, demonstrating our commitment to  excellence:  1. Programming  Exchange of account information Payment processing details Reconciliation procedures Data security measures Custom reporting  Tailored client-specific account flow Detailing program parameters Establishing communication protocols Setting client service standards and benchmarks Planning the timing of outreach efforts Creation of correspondence during talk-off Specific training for NCC staff Ensuring accurate data transfers Staff allocation and account distribution  2. Coordination & Preparation  3. Implementation  Development of client specific training and elements to be used  47    4. Execution  Account processing Efficient payment posting Regular management assessments Integration of Compliance and QA teams Regular client reporting Ongoing internal reviews  Synchronized mailing and calling campaigns  5. Compliance & QA  6. Continuous Improvement  Regular client performance assessments Weekly QA meetings focused on root-cause analysis Daily performance tracking to identify improvement opportunities  Our approach emphasizes continuous enhancement across all departments, crucial for maintaining and elevating quality standards. Our weekly QA meetings are dedicated to addressing client issues and non-conformities through thorough This structured approach ensures that every client partnership is grounded in diligence and a commitment to continuous growth and excellence.  analysis and the development of lasting solutions.  NCC Compliance and Continuous Improvement Initiatives At NCC, we prioritize rigorous internal auditing to ensure full compliance with HIPAA, FDCPA, CFPB regulations, and all federal and state laws pertaining to debt collection and information privacy. Our internal audits are critical not only for maintaining compliance but also for identifying areas where collectors may require further training in contract compliance, negotiation skills, or quality of  communication.  48    The ACA (Association of Credit and Collection Professionals), serves asan invaluable resource in our compliance efforts. It keeps us updated on changes to federal and state collection laws and assists in refining our policies and procedures. Additionally, the ACA provides specialized training programs for our collectors and support staff, including mandatory FDCPA, CFPB, and HIPAA training courses. Our tenured collectors also participate annually in the ACA's Professional Moreover, through its various conferences and roundtable discussions, the ACA facilitates a beneficial exchange of ideas, technologies, and experiences with collection agencies worldwide, enhancing the services we provide to our clients. We maintain a rigorous monitoring system where all collector calls are recorded and analyzed. This allows us to identify and promptly correct any non-compliance issues. More than just adherence to legal standards, our monitoring extends to refining our Compassionate. Collection approach, ensuring our interactions are  Collection Specialist and Ethics Training programs.  cooperative and non-confrontational.  This ongoing audit process assesses and enhances collectors' techniques, fostering their growth into more effective professionals. Our system provides managers, trainers, and auditors with direct, live access to collectors' calls, offering real-time statistics that help us continuously improve our collection processes efficiently ensuring we make the best use of our most valued asset: our clients' time. Continuous improvement through detailed monitoring and performance counseling remains a cornerstone of our commitment to excellence at NCC.  Commitment to Best Practices  At NCC, we understand that the definition of "best practices" evolves over time. Maintaining our commitment to these practices means continuously seeking opportunities for improvement and adapting as industry benchmarks advance. This dynamic approach ensures that we not only meet but exceed the standards  of excellence our clients expect.  49    Client-Driven Processes at NCC  General quality assurance programs, while beneficial, can sometimes lead to an imbalanced focus that might overlook areas critical to specific client needs. These programs often become agency-centric, confined within the operational boundaries of the agency. While striving for excellence is commendable, iti is crucial to remember that excellence is not defined by us, but by our clients.  Excellence is defined by OUR client - NOT our agency. At NCC, we prioritize a client-driven approach to our benchmarks and quality assurance objectives. This strategy helps us avoid process tunnel-vision, ensuring that we meet the unique needs, requirements, and preferences of each client. By aligning our goals with client expectations, we foster long-term, mutually beneficial partnerships that not only promote high employee retention but also empower a management team dedicated to serving our clients. This commitment defines our organizational identity and drives us to continually challenge the  status quo.  Looking Forward  As we move forward, we continue to adapt and innovate in ways that honor our commitment to client-driven excellence. Our success is not just measured by internal standards, but by how well we meet and exceed the expectations of those  we serve.  50    The NCC "New Client Playbook" and Quality Assurance At NCC, we are dedicated to delivering the highest quality service and results to each of our clients. We take pride in the fact that our clients often tell us that working with NCC is the first time they've been able to build a truly collaborative To ensure we meet your needs and preferences, we make a concerted effort to understand all aspects of your requirements before placing any accounts. Prior to your first account placement, we will create a "New Client Playbook" covering every aspect of our partnership. We review this playbook with your management team to ensure our services are tailored precisely to your needs. Upon approval, we will integrate that Playbook into our internal training for all NCC staff assigned to your account. This initial stage of our Implementation process is fundamental to our organization. Our goal is not only to be the most effective and user-friendly agency you've worked with but to set the gold standard for all your vendor  relationship with their agency.  relationships.  New Client-Specific Training  New Client Orientation: Policies, Procedures, and Requirements  Initial Training:  Contractual Requirements: Understand all contractual obligations.  Client Management and Staff Orientation:  Communications Personnel  Patient Confidentiality: Adhere to privacy regulations. Information Security: Ensure the protection of client data. Client Billing Forms and Records: Familiarize with documentation. Collection Performance Goals and Expectations: Set clear performance Client Payment Procedures: Understand and follow payment processes. Compromise Settlements: Handle settlements as per client  procedures. benchmarks. specifications.  51    Training Reinforcement (Weekly Training Meetings)  Proper Patient Contact: Maintain professionalism and empathy. Advanced Motivational Collection Techniques: Employ effective  strategies to enhance collection performance.  Ongoing Training  Conducted monthly to update on Federal and State regulations and to  support individual development. Regular refresher courses  Based on:  Management evaluations, including complaint reviews, collection performance, contract compliance, attitude, and approach. Focused on using reviews as a training and motivational tool, fostering positive reinforcement and addressing deficiencies.  NCC Quality Team Involvement  Monthly interaction with client managers to review performance comprehensively, including recovery rates, clerical effectiveness, staff Identify personnel for re-training or additional management direction and provide recommendations to senior management.  cooperation, and patient treatment.  communications and Client Interface  Transparency and Accessibility  Recording of Collection Calls: All calls are recorded for full transparency. Online Access: Clients have 24/7/365 access to detailed reports and real- Client-Specific Integration: Integration with major software systems (e.g.,  time data through our secure portal. Epic) for seamless data exchange.  52    Client Access Portal  Real-Time Statistical Performance Reports: View and print reports as Account Information: Access account details, enter accounts, and report  needed. payments.  Remote Audits: Perform audits at any time.  Implementation and Execution  Results-Targeted Action Plan: Developed with specific goals, strategies, and Reverse-tEngineered Outline: Create detailed task lists and prioritize using Team Effort: Ensure all team members are involved in planning and  timelines.  critical path analysis.  execution for effective implementation.  Summary  NCC's New Client Playbook is designed to ensure that every aspect of our relationship is customized to your needs and executed with precision. By focusing on comprenensive training, transparent communication, and effective implementation, we aim to build a strong partnership and deliver exceptional  results from day one.  53    NCC  ITF PAYS TO PARTNER  References  54    References  The following is a list of our Governmenta division services clients within the past  5y years. All are current clients:  Transurban (Tolls)  City of Alexandria Finance Department County of Fairfax Department of Taxation Fairfax County Community Services Board Fairfax County Health Department Loudon County Public Schools City of Leesburg Arlington County  TRANSURBAN START: 2018 to present Craig Salmon (Tolling Operations Manager) samon@tansuran.con (571)419-6043 CITY OF ALEXANDRIA START: 12/13/2019 to present Kevin Greenlief (Assistant Director/Revenue Division) Kevn.greenler@alexandnava.gov TOWN OF NORFOLK (Connecticut) START: 11/01/2019- - to present Sarah Bruso (Accounts Payables Representative), sbruso@norokctorg 860-542-5140 COUNTY OF FAIRFAX START: 12/31/2011 to present Cindy Joy (Contract Specialist II) Oomaoatsauntyees 703-324-3276  703-746-3962  55    NCC  ITI PAYS TO PARTNER  Cost Proposal  56    Nationwide Credit Corp (NCC)  Cost Proposal  NCC's fee is contingent upon collection  (No Collection = No Fee)  Collection fee shall be a percentage of the of the  amounts collected.  Collection Fee = Twenty percent  (20%)  57    NCC  ITP PAYS TO PARTNER  MBE/ESB Participation Plan  58    MBE/ESB Participation Plan  NCC is incorporated in the Commonwealth of Virginia and maintains a Virginia SWaM (Small, Women-owned, and Minority-owned Business) certification. NCC is licensed Nationwide in all states requiring a license for collections. Weare  SOC1 and SOC2 Certified in addition to PCI Dss Certification.  NCC  ITP PAYS TO PARTNER  59    Appendix  A. Penetration Report- Thorough review of our Work Plan.  B. Batch Info Report- Thorough description of our internal review process on General Information, Recovery, call process, letters and Skip Reviews. C.A Acknowledgment Report - Report returned after processing of a new business file, can be detailed by patients or summary of number of  accounts and total dollars placed. regarding the account in collections  D. Sample Initial Letter - The first notification that a patient will receive  E. Sample Paid in Full Letter - A letter confirming that the account has been  paid in full  F. Sample Payment Receipt - Al letter showing the payment amount received, how it was applied to the total balance, and the remaining balance. G. Sample Dispute Letter - A letter that confirms we've received the patients H. Remittance Report - A report that reflects the payment activity on the  dispute and the creditor has been notified  accounts sent to collections  60    A. Penetration Report  F-----P-PH  ololelolel  61    B. Batch Info Report    a88  8  HAEPEPERAE EEEREBEENE  4E4E094EA3E  62    C.Acknowledgement Report  0 5  63    D.Sample Initial Letter  #S 383 BEA NCC RETURN ADDR 1 RETURN ADDR 2 RETURN CITY, RETURN ST RETURN ZIR EILLIB from Sant to Spm IST, Monday loE Friday wwW. paynccarm.som yous give us to help collect the debt. Ouri information shows: Yout had an amount due from ALDMPILSPGIENIRENOZ witha account number FALL2B. ASolHLE3C. yoiowed: Bétweon FILLSC: and today: Yous wered chargedi thisn amoanti ini interest: Yous wercu chargedt thisa amounti ini fees: Your paid or were credited this amount tuward: thec debt: Total: amount oft the debt now;  Ta: MAILING NAMEI MALINGI NAME MAILING ADDRI MAILING ADDR MAILINGI CIY.MALLINGST MAEINGIIPCD FILLZA Relerence: FILL3E  NCCisad debt collector. We gret trying tocollcet a deht thaty yous owet tol EILL3HFILL3DCLIENTREFNO2 Wewillu MS2: any intormalion  How can you dispute the debt?  Call or write us by FILLZE. to disputes alle or part oft thes deht. Ifyoud dor not. we willa ussume that ouri Intornation 1S correct. Ifyous write us by FILL2E. we most stop collection on any FILLIL amount you dispute untl wes send youi information thats shows you owet thes deht. Your may use tha form! below orv write lous without the! lomm. Vouz may ulsoi include supparting documents. Wes accepe FLLLIO dispukes clectronically ats ainrneasom  FLLIP -FILLIQ FILLIA  What else can. you do?  Write to: ask fort the nane: and: address oft thes ariginal creditor, irdifferent from the current creditor. Hyous write by FILL2E, wer musts stops colkection until WeA send'y youl that intomation. You may usC the form' bclow ors write lo usv without thet fm. We accepts such requests clectronically st mnanccyaçon, Got to) wpadhihsm.keisadtun tel learn more: abeut your rights under federal law. Fori instance. you' hayes ther nght to stop orl limitl how we contact) yau. Contact us abnur your pyment options. visat us at hupawww. payisgarm.cont tonakes ar payment online, or scan theQR codei uising your mobile device. NCCCLEITER CPRENKIM 2. MAIE SEOGwbPaCaunte How doy yous want tor respond? L'heck ali thot apphe iwant lo dispute the debt hecause Ithink: al This is nols sys deht. a7 This amount Is wreng. a Other (pleuses describe onr reverses or: attach additional information). nl Lwanty son tos send met fher name: and: address nf thes originald creditor. ule enclosed this; amount: S Make your checks payablet ta. NCK. Ineldot the relerence numkerEIELE.  Notice: Scer reverse side: and: additional page(s) fori important information.  X  Mail this form to: NCC RETURN ADDR 1 RETURN ADDR RETURN CITY. REIURN STI RETURNZIP  rhthreplell.ala/lallhall-"aml-t MAILING NAMEI MAILING NAME MAILING ADDR I MAILING ADDR 3 MAILINGE CITY. MAILING ST MALINGAPCD  64    E.S Sample Paid in Full Letter  SNCC Nationwide Credit Corporation 5503 Cherokee. Ave, Alexandria' VA22312 KVLLOCNUMa KVL800NUM  VLItrdten  VLNAMEX DBADDL KDBADD2> DBCITY, KDBSTATE> DBZIP  To Whom IL May Concern:  This! letter ist to confirmt that the outstanding debt below was paidi ini full ons KVLACTLPD. Should there be further questions, please feel free to contact this oflice.  Thank) you,  This isa communication from a debt collector. Creditor: CLNAME> Referencei number: MDBCLACCT) VLSTDISC> VLSTDIS2) VLSTDIS3 VLSTDIS4> NCC- KDBACCT>- -8039  65    F.S Sample Payment Receipt  ONNACCAI POBos 1280 OaksPA 19456-1280 ADDPISAARVCENPALSIP  nsertlOn DC Metro, Aru unsert).Oubide Metru  SNCC  <<IMB> FullNaes tinl.i inci wAddressin Aduress2 CityasStatena ipColowwZplus Payment Amount: Sudnsen7 Total Due: To Whom It May Concer: any questions. Creditor  dnsertn Date: uinsertl  Sdnsert3n  Please bea advised, as of uinsert8m, the: above referenced payment wasr receivedi in ouro oftice. Please contact our oflice with  Reference-Nimber  SurviceDtes  Kemining Balane kInsertlly Insert12" Inserti3n Insert14m Insert15> KInsertl6 aInsertil sInsertie wInsertie sInsert20w  This communicationi ist froma debt collector attempting to collecta debtr and anyi information obtained will ber used fori that  purpose.  66    G.Sample Dispute Letter  ONNACCOI POBox 1280 OaksPA 1456-1280 ADAESSERVEENQUSID winset2. <IMB FullNamen wAttnl.ine aAddressl Address2 W-dA.-ay  dnsert7, DC: Metro Area adiserts Outside Metro  SNCC  Creditor: Creditor Reference Number: ainserts Total Due:  ainsert8n Sudnsert8  Date: uinsertl  Weh have reccivedy your disputer regarding the: above-referenced: account(s) and! haver notified the creditor of'y your dispute. We have initiated ani investigation based ont thel limited information provided. However, wer request thei followinga additional  information to helpi us furtheri investigate your dispute:  Information toh helpu us identify which account) yous arc dispuling. including ther account number or creditor name. Your current: address, ifdifferent! from thec ones above. Your current phonc numbers so we may contact yout to discuss your dispute. Name ofp person you belicve owest this debi, ifnot you. Spccific informationt thec consumer is disputing and: and explanation oft thel basis fort the dispute; and: alls supporting documentation or otheri information requiredt tos substantiate thel basis oft thec dispute. Examples of this documentation mayi include: Copyo ofr relevant portion ofe consumer report containing ther allegedly inaccuratei information; police report; fraud ori identityt thefta affidavit; court order; account statements; cancelledo chcck cvidencing payment; orr reccipt evidencing payment. Should thereb bef further questions, please feel free to contactt this oflicc! by calling insert7s. Our officc hours: arc Monday- Friday 8:30am to: 5:00pm EST Sincercly, Clicnt Services Nationwide Credit Corporation purposc.  This communication' is from: ac debt collector: attempting toc collect: adebta and: anyi information obtained willl be used fort that  67    H.Remittance Report  ACTIVITY STATEMENT Nationwide Credit. Corporat.ion 5503 Cherokee Ave Alexandria, VA 22312 (703) 813-1400  Your client account INVOICE NO: 12345 Payments posted ata agency  PAGEI NO: 1 ACTIVITYI FROM: ACTIVITY THRU: 11/01/06 11/30/06 TAW YOUR NO: GRSCLT CHECK NO: 41385 4158.63 11.25 75.00 3.75 25.00 6.00 40.00 11.25 75.00 50.00 500.00 45.00 6.75 7.50 50.00 20.25 135,00 3.75 25.00 10.00 3.00 20.00 30.00- 200.00-  Total collections (includes payments to agency and direct payments toyou) Agency fee  SAMPLE CLIENT P.0. BOX 9876 123 ANY STREET ANYTOWN WI 10101-9876 DATE DEBTOR'S 12345678 110606 ELEPHANT, DUMBO 12345678 111606 GROUCH, OT 98765432 110306 HOOD, ROBIN 12121212 112406 IRIS, ARTHUR R 34343434 12906 MOCS2, MICKEY 99889988 19293746 PETER 10606 PANPETER 1283746 12706 QUEST, JOHNNY 46285649 111606 RABBIT, ROGER 85442656 110706 TUFFONE, ITSA 54387691 111606 TUFFONE, ITSA 54387691 112106 TUFFONE, ITSA 54387691 110706 WANTSTOPAY, TOM 45215887  COLLECTIONS 31 75.00 578.30 31 25.00 Balance at 17.00 time of 35 40.00 UNPAID SET statement .00 34 75.00 printing 34 500.00 31 127.62 31 50.00 317.35 34 135.00 31 25.00 185.00 30 31 10.00 50.00 30 31 20.00 140.00 N 200.00- 200.0C See "Codes" section below SUBT TOTAL. AMOUNI OUE Yout-) 75.00 SUB-T TOIAL AMOUNTE DUE voUA) TOTAL AGFNCY PAIO TOTAL 10Y0U PAID OUF AGENCY OUEYOU TOTAL 333.36 755.00 2303.63 330.36 755.00  GUBKENE SALANGE NG TOA JUNI AGENCY PAD AMOUNT 10YOU PADL OUE TOTAL AGENY MMOUNI DUE YoU  Date of  payment 113006 ELEPHANT, DUMBO  Amount remitted toy you  Your customer's name and account  2008.63 200.86 250.00 37.50  Payments made directly toyou  ORIGINAL PAYMENT DATE 10/20/06 Amount of check to you, including any deductions OUR CHECK ENCLOSED! FOR PLEASE REMITTO AGENCY  Total amount to client from agency Deductions including fee from payments toy you, NSF's, and corrections Gross amount due back to you, including deductions any  COPES  955.06 200.00  Agencys share off fees from all referral payments; DO NOT PAY THE AMOUNT LISTED HERE refer to "Please Remit toAgency" amount for payment  Please pay the amount present (includes any prior balance)  Total ofr referral payments receivedk by agency  Totalof referral payments received! by you  68    DATE (MMIDDVYY) 05/03/2024  ACORD  CERTIFICATE OF LIABILITY INSURANCE  THIS CERTIFICATE ISI ISSUED AS Al MATTER OFI INFORMATION ONLY AND CONFERS NOI RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY ORI NEGATIVELY AMEND, EXTEND OR/ ALTER THE COVERAGE AFFORDED BY1 THEI POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUINGI INSURER(S), AUTHORIZED IMPORTANT: Ift the certificatel holderi is anA ADDITIONALINSURED, the policylies) must have ADDITIONAL INSURED! provisions or be endorsed. FSUBROGATIONI IS WAIVED, subject tot the terms and conditions of the policy, certain policies may require ane endorsement. AS statement on  REPRESENTATIVE ORF PRODUCER, AND THE CERTIFICATE! HOLDER.  this certificate does not confer rights tot the certificate holder inl lieu of such endorsement(s).  PRODUCER RSCI Insurance! Brokerage, Inc. One Belmont Avenue Suite 500 Bala Cynwyd INSURED  CONTACT NAME: Jenna Vogel PHONE (AC.NO.Ext): (610)6 667-2244 ADDRESS: E-MAIL voge@nakataeescon INSURERA: Cincinnati Insurance Companies INSURERB: Cincinnati Casuaity Company INSURERC: GreatA American Fidelityl Insurance Co.  TACNOE (610) 667-6057  INSURERSIAFFORDING COVERAGE  NAIC# 10677 28665 41858  PA 19004  Nationwide Credit Corporation, Healthcare Associate 5503 Cherokee Ave Ste 100 Alexandria  INSURERD: INSURERE:  VA 22312-2307 INSURERF:  COVERAGES INSRT LTR A  CERTIFICATE NUMBER: CL245348059  REVISION NUMBER:  THIS IS TOC CERTIFY THAT THEF POLICIES OFI INSURANCE! LISTED BELOWHAVE BEEN ISSUED TOT THEI INSURED NAMEDA ABOVE FORT THEF POLICY PERIOD INDICATED. NOTWITHSTANDINGA ANY REQUIREMENT, TERM OR CONDITION OFA ANY CONTRACT OR OTHERI DOCUMENT WITH RESPECT TOV WHICHT THIS CERTIFICATE MAYE BEI ISSUED ORN MAY PERTAIN, THEI INSURANCE/ AFFORDEDE BYT THE POLICIES DESCRIBEDI HEREIN ISS SUBJECT TOALL THE TERMS,  EXCLUSIONS AND CONDITIONS OF SUCHPOLICIES. LIMITS SHOWNI MAYH HAVE BEEN REDUCED BYF PAID CLAIMS.  ADDLISUBRI INSD WWD  POLICYEFF POLICYEXP (MM/DDNYYY) (MMIDDYYY)  TYPE OFI INSURANCE COMMERCIAL GENERAL LIABILITY CLAIMS-MADE GENLA AGGREGATELIMIT, APPLIESPER: POLICY SEF LOC OTHER: AUTOMOBILE LIABILITY ANYAUTO A OWNED AUTOS ONLY HIRED AUTOS ONLY A EXCESSL LIAB DED XRETENTIONS $ 0 WORKERS COMPENSATION LIABILITY ANDE EMPLOYERS' B ANY PROPRIET TORPAFTIMENEXECUIVE OFFICERMEMBERI EXCLUDED? (MandatoryinN NH) lfyes, describe under DESCRIPTIONOF OPERATIONS below Professional Liability C  POLICY NUMBER  LIMITS 1,000,000 1,000,000 2,000,000 2,000,000  EACHOCCURRENCE DAMAGE TORENTED PREMISES (Eac occurrence) $ 500,000 MEDEXP( (Any onep person) $ 10,000 GENERAL/ AGGREGATE PRODUCTS- COMPIOPAGG (Eaa COMBINED accident) SINGLEL LIMIT $ 1,000,000 BODILYI INJURY (Perp person) $ PROPERTY DAMAGE (Per accident) EACHOCCURRENCE XISATUTE E.L. DISEASE -EAE EMPLOYEE E.L DISEASE- -POLICYLIMIT Each Claim  OCCUR  EPP 0613059  05/01/2024 05/01/2027 PERSONAL &ADVINJURY  SCHEDULED AUTOS NON-OWNED AUTOSC ONLY OCCUR CLAIMS-MADE YIN  EBA0613070 EPP 0613059  05/01/2024 05/01/2025 BODILYINJURY (Per accident) $ 05/01/2024 05/01/2027 AGGREGATE 05/01/2024 05/01/2025 E.L.E EACHACCIDENT 05/01/2024 05/01/2025 Aggregate  $ 5,000,000 5,000,000 TO 1,000,000 1,000,000 1,000,000 $3,000,000 $3,000,000  NIA EWC 0613062  MPLE248722  DESCRIPTION OF OPERATIONS/LOCATONS: IVEHICLES (ACORD 101,A Additional Remarks Schedule, mayt bea attachedifn mores spaceisr required)  CERTIFICATE HOLDER  CANCELLATION  SHOULD ANY OF THEA ABOVE DESCRIBED! POLICIES BE CANCELLEDI BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILLI BE DELIVEREDIN ACCORDANCE WITH1 THEF POLICY PROVISIONS. AUTORIEDREPRESENTAIVE RLLL  01988-2015/ ACORD CORPORATION. Allr rights reserved.  ACORD 25 (2016/03)  The ACORD name andl logo are registered marks ofA ACORD    AGENCY CUSTOMER! ID: 00246805  LOC#:  ACORD AGENCY RSC Insurance Brokerage, Inc. POLICY NUMBER CARRIER ADDITIONAL REMARKS FORM NUMBER: 25 Cyber Liability Carrier: Evanston Insurance Company Policy Dates: 5/15/2024-5/15/2025 Policy #: MKLV1PCY00010 Limit: $5,000,000  ADDITIONAL REMARKS SCHEDULE  Page  of  NAMEDI INSURED  Nationwide Credit Corporation, Healthcare Associate  NAIC CODE  EFFECTIVE DATE:  THIS ADDITIONAL REMARKS FORMI IS ASCHEDULE TO/ ACORDI FORM,  FORM TITLE: Certificate ofLiability Insurance: Notes  ACORD 101 (2008/01)  02 2008 ACORD CORPORATION. All rights reserved.  The ACORD name and logo are registered marks ofA ACORD    Town of Richlands, VA Town Council Meeting Staff Summary Action Item  Agenda Title: Staff Contact(s): Jason May Agenda Date: Attachment(s): Reviewed By: SUMMARY:  Tower Contract December 10, 2024 Ronnie Campbell  Item Number:  Staff recommends accepting a $130,000 perpetual easement agreement with American Tower Corporation for thet town's communications tower. The agreement maintains town ownership The one-time payment would fund comprehensive downtown and parks beautification projects:  and protects public safety equipment placement priorities.  Downtown Enhancements:  Wayfinding signage system Expanded banner attachment system Decorative plant hangers Additional benches Additional waste receptacles Sidewalk-friendly tree planters Williams Field dugout roof replacements New waste receptacles at: Critterville Park Britt Park Lake Park Williams Field  Parks & Recreation:  Greenway stage weather protection tent New entrance signs at major gateways (4)  Community Identity: FINANCIAL IMPACT: 1. Revenue:  One-time payment: $130,000 No recurring costs to town One-time capital purchases  Alle qupmenymantenance expenses remain with American Tower  2. Expenditures:    No ongoing maintenance commitments Aligns one-time revenue with one-time expenses  RECOMMENDATION:  Staff recommends approval for the following reasons: 1. Maintains tower ownership and public safety priorities 2. Provides funding for needed beautification projects 3. Supports downtown revitalization ahead of CDBG improvements 4. Strategic timing with upcoming facade improvement program 6. Enhances public spaces and community aesthetics  5. No recurring financial obligations  Upon approval, staff will execute the agreement and begin implementation of beautification  projects.    Town of Richlands, VA Town Council Meeting Staff Summary Action Item  Agenda Title: Staff Contact(s): Jason May Agenda Date: Attachment(s): Reviewed By: SUMMARY: Proposed streets: East First Street East Second Street Farmers Avenue North Avenue Grove Street  FY: A 2025 Paving RFP December 10, 2024 Ronnie Campbell  Item Number:  Staff requests authorization to advertise an RFP through EVA fori the 2025 paving program.  Front Street (From Huddle House to Pizza Hut) Second Street (Virginia Ave to Huddle House)  FINANCIALI IMPACT: 1. Project Cost: $1.3 million 2. Funding Sources: 3. Timing:  FY2025 Budget: $350,000 RFP Publication: Winter 2024 Project Start: Spring 2025  VDOT Urban Maintenance: $1 million (from $2M+ carryover)  Currently under VDOT audit for carryover funds  RECOMMENDATION:  Staff recommends approval to advertise the RFP for the following reasons:  1. Addresses critical street maintenance needs 2. Utilizes available VDOT funding 3. Maintains sufficient carryover balance 4. Aligns with infrastructure improvement goals Upon approval, staff will proceed with RFP publication through EVA.        PROPOSED MEETING DATES FOR COUNCIL FOR CALENDAR YEAR: 2025  January 14, 2025 February 11, 2025 March 11, 2025 (intro of Budget) March 25, 2025  Deadline for additions/changes to Agenda January 8, 2025 Deadline for additions/changes to Agenda February! 5, 2025 Deadline for additions/changes to Agenda March 5, 2025 Public Hearing for Proposed Budget FY2026 (Will advertise March 12 & 19, 2025)  April 8, 2025 (1* reading ofE Budget) May 13, 2025(2nd, reading of Budget, vote)  Deadline for additions/changes to. Agenda April2,2025 Deadline for additions/changes to Agenda May 6, 2025 Deadline for additions/changes to Agenda June 4, 2025 Deadline for additions/changes to Agenda July 2, 2025 Deadline for additions/changes to Agenda August 6, 2025 Deadline for additions/changes to Agenda September. 3, 2025 Deadline for additions/changes to Agenda October 8, 2025 Deadline for additions/changes to Agenda November 5, 2025 Deadline for additions/Changes to Agenda December 3, 2025  June 10, 2025 July 8, 2025 August 12, 2023 September 9, 2025 October 14, 2025 November 11, 2025 December 9, 2025        Town of Richlands, VA Town Council Meeting Staff Summary Action Item  Agenda Title: Staff Contact(s): Jason May Agenda Date: Attachment/s): Reviewed By: SUMMARY:  Personnel Manual Change for Short Term Disability  December 10, 2024 Kim Fields  Item Number:  The proposed amendment changes Section' VI.D.4 oft the Town's Personnel Policy regarding FMLA leave requirements. The revision would change the current requirement that employees "will be required" to use accumulated paid leave concurrent with FMLA leave to' "may use"  accumulated leave. Current Policy:  Requires mandatory use of all accumulated paid leave during FMLA Forces exhaustion of employee leave balances Prevents utilization of VRS short-term disability benefit Makes use of accumulated leave optional during FMLA Aligns with Tazewell County policy Allows employees to preserve leave balances Enables utilization of VRS short-term disability benefit FINANCIAL IMPACT AND FUNDING SOURCE:  Proposed Change:  1. Current Costs:  $10,000 annual VRS short-term disability premiums 100% salary continuation during FMLA leave Lost value of paid premiums due to non-utilization  2. Cost Savings Example:  Current weekly cost for $1,000 salary: $1,000 (100% town paid) Short-term disability: $600 (60% covered by VRS) Town portion: $400 (40% from employee leave)  Proposed weekly cost breakdown: Weekly savings: $600 per occurrence Reduced risk of employee termination due to leave exhaustion Better utilization of existing VRS benefit Improved employee leave balance management  3. Additional Benefits:    RECOMMENDATION:  Staff recommends approval oft the policy amendment to: 1. Reduce town expenses during FMLA leave periods 2. Utilize existing VRS short-term disability benefit 3. Provide employees greater flexibility in leave management 4. Align with regional government practices 5. Reduce risk of employee termination due to leave exhaustion  Upon approval, staff will update the personnel policy manual and communicate changes to all  employees.    EASEMENT AND RIGHT-OF-WAY AGREEMENT  THIS EASEMENT AND RIGHT-OF-WAY AGREEMENT ("Agreement"),is  made effective as of the later signature date hereof (the "Effective Date' ), by and between POCAHONTAS SURFACE INTERESTS LLC, a limited liability company of Virginia, POCAHONTAS - LAND LLC, al limited liability company ofVirginia, (collectively "Grantor"), and TOWN OF RICHLANDS, a statutory corporation of Virginia ("Grantee' e"), and APPALACHIAN ORISISAIICCApaLNen ),al limited liability company ofDelaware,  timber owner, joining;  WIINESSEIEE  IN consideration of the sum of Seventeen Thousand, Dollars ($17,000.00) cash,  receipt of which is acknowledged, and the performance and observance by Grantee of the terms and provisions! hereinafter contained, Grantor hereby grants to Grantee, its successors and assigns, subject tot the rights ofothers and the exceptions and reservations hereinafter contained, an easement approximately eighteen thousand six hundred eighty-five(18,685) feet in length and thirty (30) feet in width, to construct, repair, replace, operate and maintain an overhead powerline, situated in Maiden Springs Magisterial District ofTazewell County, Virginia, on the waters of Big Creek of Clinch River and being more: fully shown on: map: attached hereto and made aj part hereofand: marked  as "Exhibit A".  Within six (6) months after completion oft the construction, ai map depicting the as-  built location of said right-of-way shall be provided by Grantee and shall be attached hereto and  made a part hereof and shall be part of this Agreement.  TOGETHER WITH: (i)rights sofingress and egress to, from and across feel lands of  Grantor necessary in exercising thei rights herein granted, but only to the extent that suchi rights will noti interfere in any manner with the use and development ofs said feel lands, including but not limited to, all rights excepted and reserved below; (ii) the right to cut, trim and remove all trees, undergrowth and other obstructions on said fee lands which may interfere with the exercise oft the  1    rights herein granted; and (iii) the right to remove any structures, improvements or other property  placed by Grantee upon the easement granted herein.  THE RIGHTS HEREIN GRANTED are limited to such as Grantor owns and Iti is understood and agreed that "fee lands," as used herein, is intended to identify  has the lawful right to grant.  lands in which Grantor owns the fee estate (surface less timber and minerals less Pocahontas Number 3 Seam of coal). Grantee's rights hereunder to construct, repair, replace, operate and maintain said powerline over and through said fee lands shall be subject to the exceptions and  reservations hereinafter contained.  EXCEPTING AND RESERVING, however, unto Grantor, its successors and  assigns, and its or their lessees, according to their respective interests, the entire ownership and control ofthel lands subject to the easement granted herein, including: (i)t the right to convey, leaseor use the same or any part thereof for any purpose that does not reasonably interfere with the rights herein granted; and (ii) the right to mine and remove, by any, method of mining now known or hereafter developed, all the coal and other minerals in, on and underlying said lands and lands adjacent thereto without hindrance, reservation or substitution, and without liability for damages to the surface or overlying strata upon or in which said powerline is located, or anything which may be erected or placed therein or thereon by Grantee, due to the mining or removal of any or all of said coal and other minerals from thes same or otherl lands. ITISDISTINCTLYUNDERSTOODAND AGREED by thej parties hereto that the mining, removal and: shipping ofcoal from the lands through which said easement is herein granted, as well as from lands of Grantor in the general vicinity thereof, are of prime importance to Grantor and its coal mining lessees, and the easement  hereinabove granted is hereby made servient thereto. with Grantor to perform and observe, viz:  As a part of the consideration for the grant of easement herein, Grantee covenants FIRST: Grantee shall fully compensate Grantor, its successors and assigns, and shall  fully compensate its or their coal mining lessees or other lessees, as their interests may appear, for any and all damages to: (i)coal, ,including, but not limited to, any and all damages occasioned byt the  2    loss of ori inability to mine, remove or transport the coal leased and conveyed pursuant to the coal mining leases and agreements now or hereafter in place, (ii) improvements, (iii) crops, (iv): fences, (v)roads, and (vi) structures which are caused by the exercise oft the easement rights herein granted,  including the cost of estimating the same.  SECOND: If at any time during or after construction of any portion of said  powerline and/or related appurtenances through the right-of-way, premises granted herein, the powerline and/or related appurtenances will, in the sole judgment of Grantor or its coal mining lessees, interfere with obtaining governmental or other approvals or permits for the prosecution of operations fort the mining, removal ort transportation ofcoal, or any surface development such as, but not limited to, road construction, within the lands subject to the. easement granted herein, then Grantee shall, ati its sole expense, remove sO much ofs said powerline and/or related appurtenances from said easement premises asi isi necessary to accommodate andj permit: (i) obtaining governmental or other approvals or permits for such mining, removal and transportation of coal; and (ii) the execution of operations for the mining, removal and transportation of coal. In any such case, Grantee shall, ati its option and expense, either: (1) permanently relocate such removed portion to another suitable route on Grantor's property, if possible, which relocation route must first be approved in writing by Grantor and its affected coal mining lessees, or (2) temporarily relocate such removed portion to another suitable location on said premises ofGrantor, at al location approved by Grantor and its affected coal mining lessees, and, upon completion ofsaid mining operations in that area, reinstall said powerline and/or related appurtenances along the former course. Grantor, ori its coal mining lessees, desiring to conduct said coal mining operations shall notify Grantee, in writing, ofs such interference and request removal of such powerline or portion thereof from said easement premises at least ninety (90) days prior to commencement ofs such mining operations on, under or near said powerline, or portion thereof, setting forth therein its or their mining schedule affecting said easement premises, and Grantee shall effectuate such removal and/or relocation of such powerline, or portion thereof, from said easement premises within ai reasonable time afterreceipt of such request, but in no event shall such removal or relocation exceed more than ninety (90) days after receipt ofsuch notice from Grantor or its lessees. Ini the event ofany permanent relocation of  3    said powerline hereunder, the right-of-way for such removed portion hereinabove granted in its former location: shall terminate and shall be applicable tot the relocated course thereofso approved by Grantor and its coal mining lessees, without need fora any additional agreements or otherinstruments effectuating such change, except that either party may, upon written: request oft the other party, obtain written confirmation of the relocation of such portion of the right-of-way in recordable form, and that portion of the right-of-way formerly occupied by the powerline or other facilities shall be released from this Agreement. During any temporary relocation of a segment of powerline hereunder, the terms and provisions of this Agreement shall apply fully to the occupation of  Grantor's lands for such temporary relocation.  THIRD: Grantee recognizes that the lands of Grantor over or through which the  powerline is tol be constructed are presently under lease for coal mining purposes. Grantee has been advised and is aware that Grantor or its coal mining lessees have previously mined and may: mine coal from beneath or near the powerline and that such mining may cause subsidence and damage to the powerline. Grantee recognizes that injuries to and death of persons and damage to property could result from damage to the powerline and Grantee assumes the full risk of, and responsibility for any such damage to the powerline, and any and all injuries to and deaths of persons and damage toj property resulting from damage tot the powerline. Grantee shall fully indemnify, defend and hold harmless Grantor, its coal mining lessees, Appalachian, and its and their respective officers, agents and employees, from and against any and all claims, demands, suits,judgments, expenses (including, without limitation, related legal fees and other reasonable and consequential costs), recoveries and liabilities for injury to or death ofany person or persons whomsoever, and for damage to or forl loss ofany property whatsoever (including, without limitation, the powerline installed hereon and its appurtenances), arising or in any manner growing out of damages to the said powerline or its appurtenances from coal mining operations near or beneath the said powerline and appurtenances, regardless of any fault or negligence of any of such indemnitees, except for any action of gross negligence on the part of Grantor. Grantee will take such actions as it deems prudent to protect the powerline from such damage. In order that Grantee may take such actions as are prudent toj protect the said powerline and its appurtenances from subsidence and toj protect persons and property from  4    damage to the powerline, Grantee or its coal mining lessees shall advise Grantee as to their general plans of mining in the vicinity of the powerline. Nothing herein contained shall preclude the Grantee, as a first recourse, fromj preventing or protecting against such damage to the powerline, in lieu of removal or relocation, sO long as the method of such prevention or protection is consistent with sound engineering practices and does not violate any governmental law,rule, regulation orcoal related permit being processed or held by Grantor, its coal mining lessees, ori its ort their sublessees, contractors or assigns. However, in the event such prevention' or protection is not effectively accomplished, Grantee shall be fully liable and responsible to Grantor and its coal mining lessee or lessees upon and pursuant to all terms and conditions contained int this Agreement. Grantee hereby waives any and all common law and statutory rights of subjacent or lateral support which it may have with respect to the said powerline and related facilities, and Grantee also agrees to waive any statutory or regulatory right to object to any coal mining permit application being processed by oron behalf of Grantor or any of its coal mining lessees. Grantee further hereby agrees to indemnify, defend and savel harmless Grantor, its coal mining lessees, Appalachian, and its andi theirrespective officers, agents and employees, from and against all claims which Grantee may at anyt timel hereafter have with respect to damages for loss ofuse ofthe powerline or related facilities, whether caused' by subsidence or otherwise, regardless of consideration of fault or negligence of any of such indemnitees, and such indemnification shall include, without limitation, any and all claims or rights arising under the Federal Surface Mining Control and Reclamation Act of 1977 (30U.S.C. '1201 et seq.), and any applicable federal, state or local laws, regulations or orders, now or at any  time hereafter in effect.  FOURTH: Grantee covenants and agrees not to perform any act ort thing on, overor  under any of the properties of Grantor which would constitute a violation of any law, rule, regulation or order, now or at any timel hereafterine effect, or constituteav violation ofany permit now or at any timel hereafter held by Grantor or its coal mining lessees without the prior written consent of Grantor and its affected coal mining lessees, and in the event such consent is obtained, Grantee will reimburse all reasonable expenses required for any permit modification necessitated by Grantee's said actions. Ifany portion of the said powerline and related facilities is located over  5    portions of the Grantor's land which have been backfilled, initially revegetated or otherwise reclaimed and are still under permit pursuant to the Virginia Coal Surface Mining Control and Reclamation Act of1979 or the Federal Surface Mining Control and Reclamation Act of1977 (30 U.S.C. '1201 et seq.), the Grantee shall, upon the written consent of Grantor and its affected coal mining lessees, replace the Grantor's and/ori its affected coal mining lessees' permits and associated bonds with one from the appropriate regulatory authority, which shall bei issued solely in Grantee's  name.  FIFTH: Grantee shall conduct operations hereunder on its own behalf and not as  agent or employee of Grantor and there shall be no privity of contract between Grantor and employees of Grantee. All employees, agents, contractors, subcontractors and materialmen of Grantee, whether on a wage or profit-sharing basis, shall be selected, hired, directed, paid, and discharged only by Grantee. Grantee shall and hereby agrees to indemnify, defend and save harmless Grantor, its coal mining lessees, Appalachian, and its and their respective officers, employees and agents, from and against any and all claims; demands, suits, judgments (including, without limitation, related legal fees and other reasonable and consequential costs), recoveries and liabilities fori injury to or death ofa any person or persons whomsoever, and for loss of or damage to any property whatsoever, arising or in any, manner growing out of the operations or activities of Grantee under or in connection with this Agreement. Grantee hereby further agrees to indemnify, defend and savel harmless Grantor, its coal mining lessees, Appalachian, and its and their respective officers, employees and agents, from and against any and all penalties, fines, prosecutions, statutory recoveries (whether civil or criminal). and governmental actions which arise from or are occasioned by the operations or activities of Grantee under or in connection with this Agreement.  SIXTH: If Grantee shall not use the rights herein granted for operating said  powerline for a continuous period of twenty-four (24) consecutive months or shall otherwise abandon said powerline or any part thereof, then, unless such use is prevented by strikes, acts of God, or other causes over which Grantee has no control, all ofits rights hereunder relating to the right-of-way for the powerline which ist not SO continuously operated or which is SO abandoned shall automatically terminate; and Grantee shall remove all ofitss said powerline and related appurtenances  6    from the right-of-way within which said abandoned or unused powerline isl located at Grantee'ss sole expense, withini ninety (90) days from the date ofany such termination. Ini the event such removal is not affected within that ninety (90) day period, Grantor shall have the option oftaking title to the powerline and related improvements, without payment ofany compensation therefor, or removing portions of such powerline and improvements at the sole cost and expense ofGrantee, which actual cost and expense Grantee hereby expressly agrees to assume. Grantor shall notify Grantee in writing  ofi its election.  SEVENTH: Grantee shall not mortgage, assign, convey or set over any ofitse estate,  interest or rights hereunder or any part thereof, or any ofi its rights or interests in the powerline, or other improvements placed upon the easement granted herein, except with the written consent of Grantor, AND no sale or transfer of any kind, including any transfer by operation of law or bankruptcy, shall have the effect of transferring the easement herein granted or any oft the estate, interest or rights of Grantee hereunder, except with the written consent of Grantor.  All covenants herein created orj provided for shall be deemed covenantsi running with  the land of the respective parties as their interest may appear.  Thej parties hereto further agree as follows:  Whenever under the terms hereof written notice is required to be given, such  requirement shall be complied with by the sending ofnotice by certified mail, providing for receipt, addressed to the parties entitled to receive the same at the following addresses unless otherwise  directed in writing by the party in question:  Ifto Grantor:  POCAHONTAS SURFACE INTERESTS LLC ATTN: Michael R. Blackburn 800. Princeton Avenue PO: Box 1517 Bluefield, WV24701 (304): 324-2437 Email: MBlcepum@pocalc.con TOWN OF RICHLANDS 200 Washington Square  Ifto Grantee:  ATTN:  7    Richlands, VA 24641 (276)964-2566 Email:  Allo ofthet terms and provisions hereoftol bej performed and observed by thei respective  parties hereto shall be binding upon and inure to the benefit of their respective successors and  assigns.  This Agreement may be executed in a mumberofcounterpars, each ofwhichs shall be  considered an original for all purposes but shall not be binding until fully executed by all parties.  (Signatures commence of following page)  8    WITNESS the following signatures as oft the date first above written.  POCAHONTAS SURFACE INTERESTSLLC  By:  Michael R. Blackburn  Its: Vice President and Regional Manager  Date:  POCAHONTAS LANDLLC Michael R. Blackburn  By:  Its: Vice President and Regional Manager  Date:  TOWN OF RICHLANDS  By: Its: Date:  APALACAPONPIALC  By: Its: Date:  9        Baldwin 2250 Seaboard  llo  BM Cem Little Star  Exhibit A  Mep.omhgastipofamg, thirty(30)1 feeti ini widti, approximately. 18,685. feet in length  hohlalharekofmyhwn  Pocahontas Surface Interests LIC' and Pocahontas LandLIC, Grantors,  to  Town ofRichlands, Gnantee, with  Appalachian Forests. A, LIC, timberowner, joining Simatedinl MaideaSprings) Magisterial Distictaflazewell County, Virginia, on the waters  Legend:  ofBig Ceek ofClinch River:  Surface. andi Mineral Ownership Mineral Ownership  Pocahontas Royallies LLG, Blefield West Virginia, Part of USGS Richlands Quad, September 19, 2084 TEC:  Scale: 1"=2000'        Town of Richlands, VA Town Council Meeting Staff Summary Action Item  Agenda Title: Agenda Date: Attachment(s): Reviewed By: SUMMARY:  Budget Amendments December 10, 2024  Staff Contact(s): Ronnie Campbell  Item Number:  Jason May  As The Town of Richlands continues to progress through FY 2025 additional budget amendments have been identified for the removal and replacement of flooring at the Police  Station and for the replacement of the Oriole Street Bridge.  FINANCIAL IMPACT AND FUNDING SOURCE:  The financial impact and funding source includes the use of the Fund Balance Allocation revenue account (unrestricted and restricted fund balances). The flooring expenses were from unrestricted funds and the bridge replacement was from VDOT restricted funds.  RECOMMENDATION:  Staff recommends Town Council review and approve the budget amendments to allow continued services, operating efficiencies and a safe environment for the staff and citizens.        To: Jason May, Town Manager SUBJECT: Budget Amendment  Date Submitted: 12/05/2024 Date of Council Action: 12/10/2024  Ihereby requestt thatt the budget and related: appropriation for the General Fund, Police Department be: amended, ass set forth below, as  permitted and authorized by the General Statutes of Virginia.  The purpose oft the: amendment ist to appropriate fundst tot the Police Department Building: and Building Improvements capital account: and the Fund Balance Allocation revenue: account (unrestricted funds)i int thea amount of $58,341 forf flooring removal and refurbishment.  Account No.  Title Fund Balance Allocation Title  Department 3704 Revenue Department  Amount -$58,341 -$58,341 Amount $58,341 $58,341  Revenue Account: 10-3704-480000  Account No.  Capital Account: 10-5414-660000  Building & Building Improve. Police  Department Head Department Head  This request has been checked for proper account numbers and verified that the amendment isb balanced. Ifthe request is tor record: a grants's  acceptance ora amendment, the Finance Department hasr receiveda a copy thereofa andi ita appears tob bei inc order.  Remarks:  Yes_  No  Finance Officer:_ Ronnie Campbell  ACTION OF TOWNI MANAGER  Approved for Council Action Disapproved Approved Disapproved  ACTION OF COUNCIL  Rodney D. Cury, Mayor:        To: Jason May, Town Manager SUBJECT: Budget Amendment  Date Submitted: 12/05/2024 Date of Council Action: 12/10/2024  Ihereby requestt that thel budgeta andr related appropriation fort the General Fund, Public Works Street Department be: amended, ass setf forth  below, asp permitted anda authorized! byt the General Statutes of Virginia.  Thep purpose oft the amendment ist toa appropriate funds tot the Public' Works Street Department VDOT Reimbursement Expenses account and the Fund Balance Allocation revenue: account (restricted funds) int the: amount of $308,450fort the Oriole Street Bridger replacement.  Account No.  Title Fund Balance Allocation Title  Department 3704 Revenue Department  Amount -$308,450 $308,450 Amount $308,450 $308,450  Revenue Account: 10-3704-480000  Account No.  Capital Account: 10-4210-540250  VDOT Reimbursed Expenses Public' Works Street  Department Head Department Head_  This request has been checked for proper account numbers and verified that the amendment is balanced. Ift the request ist to record a grants's  acceptance or amendment, the Finance Department has received copy thereofa andi it: appearst tob bei inc order.  Remarks:  Yes  No.  Finance Officer: Ronnie Campbell  ACTION OF TOWNI MANAGER  Approved for Council Action Disapproved Approved Disapproved  ACTION OF COUNCIL  Rodney D. Cury, Mayor:        Town of Richlands, VA Town Council Meeting Staff Summary Action Item  Agenda Title: Agenda Date: Attachment(s):  Monthly Financial Reports December 10, 2024 1. 2. 3. 4. Jason May  Staff Contact(s): Ronnie Campbell  Item Number:  Income Statement Summary Income Statement Detail Reserve Analysis Bank Balances by Fund  Reviewed By: SUMMARY:  The attachments include the financial results for October 2024. The reports include summary and detailed income statements and actual and projected cash balances. The detailed income statements include line item expenditures and revenues compared to budget for current and year to date. The projected unreserved cash balances are based on the financial policies  adopted in October 2019.  FINANCIAL IMPACT AND FUNDING SOURCE:  This data and monthly review will assist in timely monitoring of budget versus actual expenditures and revenues and required reserves. The monthly net income provides an excellent picture of future cash settlement through receipts and payments.  RECOMMENDATION:  Given the importance of balancing rate stability and maintaining reliable services, Staff recommends The Town Council work closely with Finance on the review of monthly financial results. Please let us know whether you have additional reporting needs and would like to  schedule time to review activity in more detail.                -  -  888    6    e a a 8  - -  60        8     8885  3  29        1558  33  8888  H  1  9  8        GURGE  343 0  o5  S6AE  3e    8  gyw    4e    88  :      AAU  E; as  4,-1    S            8  :        8  6  58     855     6    te  1144911411141  938  E5   s  :  4A        9S  a3 -  uIHg  1#855   6   8   s9:s                                2        - 0O   S        9)        A        &  3  d8        t MAA COMMUNITY ENERGYSAVINGS  AMP  COMMUNITY ENERGY SAVINGS: SMART THERMOSTAT 2024 SUMMARY  PROGRAM OVERVIEW  These prices represent a ninefold increase compared tot the prior year's BRAP price of $0.88 per kW-monthi for western PJMa anda fivefold increase compared tot the prior year's price of $1.51 per AMP is encouraging: all Members to consider additional efforts toreduce load during coincident peakst tor reduce capacitya and transmission charges. The Community Energy Savings: Smart Thermostat Programi is ap proven solution for Members to consider.  AMP's Community Energy Savings: Smart Thermostat Program isas subscription-based: servicet that uses a distributed energy resource management system (DERMS). Ite enables subscribing AMP Members tor manage their participating customers" Wi-Fi-connected thermostats during summer peak demand events. Thep primary objective oft the programi ist tol help! Member communities combat increasing transmission and capacity charges by reducing their PJMI Interconnection (PJM)recently conductedi its Base Residual The auction clearing price for most oft the PJMf footprint, including AMPI Member zones, was $269.92 perr megawatt-dayl (MW-day), or $8.21 perk kilowatt-month (kW-month). PJMI hasr reportedt that the higher prices for capacity are due tol higher loads andl lower generation supply, among other factors.  kW-month for eastern! PJM.  overall system peak demand.  POTENTIAL SAVINGS  Auction (BRA) for the period from. June 1,2025, through May 31, 2026. Belowa are the: anticipated savings per enrolled thermostat based on  transmission and capacity (T&C) cost projections for 2025-2029.Due tot the rise inl T&C costs, the program now has ap positive return on investment for most AMPI Members. For example, ify your community isi int the ATSIz zone andy youl have 1001 thermostats enrolled in 2025, youre estimated net savings inl T&C costsf for 2026i is $7,900.  Zone FIRST ENERGY- ATSI EPPG-METED AEP-BLUE! RIDGE AEP-OMEG AEP-PJMPOOL PENELEC PERKASIE EPPG-PPL EPHRATA HAMILTON WILLIAMSTOWN DAYTON-WASG LEBANON DELMARVA NEWN MARTINSVILLE FRONT ROYAL PHILIPPI MISO *after $80/thermostat, programcost  Annual Savings $159 $152 $149 $149 $148 $144 $128 $127 $126 $116 $110 $110 $106 $104 $103 $103 $100 $75  Annual Cost $80 $80 $80 $80 $80 $80 $80 $80 $80 $80 $80 $80 $80 $80 $80 $80 $80 $80  Net Annual Savings* $79 $72 $69 $69 $68 $64 $48 $47 $46 $36 $30 $30 $26 $24 $23 $23 $20 ($5)  Return on Investment 99% 90% 86% 86% 85% 80% 59% 59% 58% 45% 37% 37% 33% 30% 28% 28% 25% -6%    ENROLLMENT GROWTH This year, the program has seen significant growth inp participation. This peaking season, 6171 thermostats were enrolled, reflecting a 171% increase from lasty year.  ENERGY SAVINGS  During peak shaving eventst thisy year, eache enrolled smartt thermostat has contributed: ana average reduction of 1.331 kilowatts (kW) per thermostat across 57 events on 31 days. With ana average of 173 thermostats pere event. This peaks season, the maximum concurrent  INCREASE  171%  load shed isr nearly1 megawatt (MW).  EVENT PERFORMANCE  Event performance has also improved compared tol lasty year. ofp performance due toi increased event days.  Customers experienced an average of 2.41 hours oft thermostat  The opt-outr rate increased: slightly, thisi is ane expected normalization adjustments per event.  Number of Event Days 9 31  Average Thermostats Per Event 31 173  Load Shed/ 1.30 1.33  Average Load Max Load Shed  Opt-out Rate Thermostat (kW) ShedF Per Event Achieved for an  (kw) 90 550  Event (kW) 180 940  2023 2024  21.1% 23.3%  COINCIDENT PEAK (CP) PERFORMANCE Thep program has performed" well during CPs. Ont these CPI hours, thermostats averagedr reductions of1 1.21 kW per thermostat.  This performance underscores the effectiveness oft thep program at  mitigating" T&Cd costs. Per Thermostat (KW) DNR 1.24 1.07 1.09 1.23 0.85  PJM5CP (capacity) Average Load Shed PJM5 CP (capacity) Average Load Shed  MISO Seasonal Capacity"and Average Load Shed Transmission Peaks Per Thermostat 05/21/20241 HE17** 06/25/2024HE18 07/15/20241 HE18 08/27/2024HE18" 09/19/2024HE18  and ATSI 1CP+ (transmission) 06/20/2024HE15" 06/21/2024HE18 07/15/20241 HE18 07/16/2024HE18 08/01/20241 HE18 08/28/20241 HE18 DNR: donotr runth thermostatsi inthev winter months  Per Thermostat (kw) (missed) (missed) 0.93 1.00 1.19 0.87  and AEP 1CP+ (transmission) 01/17/2024 HE9** 06/21/2024HE18 07/15/2024H HE18 07/16/2024H HE18 08/01/2024HE18 08/28/20241 HE18  1.66 1.75 1.06 3.83 0.49  "The new Community Energy Savings: SmartThermostat Programi is an easy way for us to engage with our customers and reduce peak demand costs fort the whole community. Customers who sign up maintain control of their thermostat and receive at financial benefit while also helping their neighbors."  LOOKING FORWARD  Wel look forward tot the continued growth and success oft the Community Energy Savings: Smart" Thermostat Program. Current participants ares seeing savings as a directr result oft thep program. Members lookingf for wayst tor reduce rising T&C costs should consider the Smart" Thermostat Program. CONTACT  Brian O'Connell, PE Director ofF Publicl Infrastructure/Director ofU Utilities, City ofE Bowling Green  Ify youv would liket to learn more, contact Erin Miller ate emllerampparinerserg or Corey Hawkey at hawiey@amppartmersarg    -   2 8  :  E  @ 0  4    - m $ 0  a de E D - 0 0) $ a - I 6 E I - E 8 S a @ S in 4S I do E a E E 80 $ Lo / $ I de  r sf 2 S  8 de E D O I e 9 E € S N 8 3 N 9 N a I 8 8 Ou D 8 00 a E E 0 U in de S  I N I I  de E a e o 2 I I e 8  Y I  I 8 E a 0 e E @ I NN of € 9 o - 8 8 U 1 -  02 -  C 2 D O      N A e =  @ > C 00  I e @ E D 0 S D a  - -  00 C D  - S 5  3 IA -    OW-MPI/$  @ S  8 & S U  @ / S S @ < a C  /  D      a  f 0 3 OW-MM/S  + S @ Q Spl 8 E C a @ 0 U @ e 0E C LO O E C  )    a 8  :  E S 10 @  MWpeo7    p SDE  4  S @ 0 e  6 €  S à  8 y e D - S A S U 0 E @ F 3 f S 2 A CD :  E / U @ D  e e la e 3   e 0 O E O C 8 L L 2 S E  S    @U  a  e  9  - a  D S  a is  e  de X 6 5 a C 8 : e E o U 1 - 16 C  D E E 00  B    0  88    1  M or de E 0) C m  a  @ @ 0 @ 8 D U @ - e 6 =-  S A - 2 3  s e e 0 B E N 8 S o e E a I 3 o S * S I I 8 0 B - S B3 @ 3 le E D 5 e e S E - e a o T o to E de l6 E @ E o. 3 I S bs o A - 3 C 9 9 4o A o a 9 E   e 5 C 8 a n E  E M E 9 M  3    ORR  E @ /  S E e E  -  a  S @ 3    >  5  9    o  D 9) S d9 :  9 S 3  B0  3    5  S I  E E - 9 C @ = de E 9 S Da o S S E 1 - S  O 1 o 0 0    e  b 8 d0 E  0) @  T  d0 E e le S  L  - C    9 I  - a -  1 S  6 a  E a C 9 @ @ - @ 8 8 I  - @ 5 e 5 9 D  : a 9 I  3 -  D a -    - S < O D - @  - t @ I de 0 8 e E @ 1 N A  )    O 0 o 3 @  - E @ 9) LI U 00 E o 3 S) A a  S @ E 9 S -  E e  a W A C 10 Y  C a 8 2 U >  1n o s o 3 E A & E 3  e O S 0 t I 3 3 5 € = 0 o 8 E - 9 I e a s d0 e f S X B 8 8 € 8 E a a 9 E @ @ S) 8 D C )  e 3 o 8 D e de A o E 00 E C a 3 @ 0 6 8 la s - 8 3 8 S : e O E E S) : @ a U a S M a 00 6 : C S 6 9 à U  A A  e  D D 0 @ 09  A  a W  L        OF  (ORDINANCE OR RESOLUTION) NO.  TOAPPROVE THE EXECUTION OF A  SCHEDULE WITH AMERICAN MUNICIPAL POWER, INC. FOR PARTICIPATION INTHE COMMUNITY ENERGY SAVINGS SMARTTIERMOSTAT PROGRAM  WHEREAS, the  of  ("Municipality")  owns and operates an electric utility system for the sale of electric power and associated energy  for the benefit ofi its citizens and taxpayers; and  WHEREAS, American Municipal Power, Inc. ("AMP") is an Ohio nonprofit corporation, organized to own and operate facilities, or to provide otherwise, for the generation, transmission or distribution of electric power and energy, or any combination thereof, and to furnish technical services on a cooperative, nonprofit basis, for the mutual benefit of AMP members ("Members"), such Members, including Municipality, being, as of the date hereof, political subdivisions that operate, or whose members operate, municipal electric utility systems in Delaware, Indiana, Kentucky, Maryland, Michigan, Ohio, Pennsylvania, Virginia and West Virginia; and  WHEREAS, AMP and Municipality have entered into a Master Services Agreement,  AMP Contract No. "Schedules"); and  pursuant to which AMP provides certain services to  Municipality as set forth in various schedules to the Master Services Agreement (the  WHEREAS, AMP and EnergyHub, Inc. ("EnergyHub") will enter or have entered into an agreement (the "EH Agreement") to provide Software as a Service ("Saas") and program management services in order to provide a thermostat-based demand management program that has the advantages to participating AMP Members of economies of scale, mitigation ofi risk from local technology deployment and support, and reduced burden of ongoing support; and  WHEREAS, AMP and Municipality desire to enter into a Schedule ("Smart Thermostat Schedule"), under the MSA, which provides that AMP will obtain and sell to Municipality, and Municipality will agree to take and pay for the services which AMP will acquire through the EH  Agreement.    NOW, THEREFORE, BE IT ADAINEDRESOLYED) BY THE [e.g.  COUNCIL/BOARD OF PUBLIC AFFAIRS] OF THE  OF  SECTION 1: That the Smart Thermostat Schedule between Municipality and AMP, substantially in the form attached hereto or on file with the Clerk, including Appendices thereto, are approved, and the [title of officer, e.g. Mayor, Manager or Director of Public Utilities] of Municipality is hereby authorized to execute and deliver the Smart Thermostat Schedule, with such changes as the [title of officer, e.g. Mayor, Manager or Director of Public Utilities] may approve as neither inconsistent with this Ordinance/Resolution, nor materially detrimental to the Municipality, his or her execution of the Smart Thermostat Schedule to be conclusive evidence  ofsuch approval.  SECTION2. That the [title of offiçer, e.g. Mayor, Manager or Director of Public Utilities] is hereby authorized to take any action neçessary for Municipality to fulfill its  obligations under the Smart Thermostat Schedule.  SECTION3. That it is found and determined that all formal actions of this [Council /Board of Public Affairs] concerning and relating to the passage of this Orcinance/Resolution, were taken in conformance with applicable open meetings laws and that all deliberations of this [Council /Board of Public Affairs] and of any committees that resulted in those formal actions were in compliance with all legal requirements including any applicable open meetings  requirements.  SECTION4 4. If any section, subsection, paragraph, clause or provision or any part thereof of this Ordinane/Resolution) shall be finally adjudicated by a court of competent jurisdiction to be invalid, the remainder of this Ordinance/Resolution) shall be unaffected by such adjudication and all the remaining provisions of this Ordinmance/Resolution) shall remain in full force and effect as though such section, subsection, paragraph, clause or provision or any part thereof sO adjudicated to be invalid had not, to the extent of such invalidity, been included  herein.  SECTION5. That this Ordinance/Resolution) shall take effect at the earliest date allowed by law. [Optional emergency language for Ohio Members (in other states, please consult your municipal legal counsel for appropriate emergency language): That this  2    Ordinance/Resolution, is an emergency measure necessary for the immediate preservation of  the public health, peace and welfare of the citizens of  Ohio and shall therefore  take effect immediately.]  4885-9897-5300, V.4  3        SCHEDULETO: MASTER SERVICES. AGREEMENT  BETWEEN  AMP AND THE  OF  FOR PARTICIPATION IN' THE  COMMUNITY ENERGY SAVINGS SMART THERMOSTAT. PROGRAM  WHEREAS, the  of_  (herein  Municipality") owns and operates a municipal electric system that provides electric power and energy to  its customers; and  WHEREAS, American Municipal Power, Inc. ("AMP", and together with Municipality, the "Parties")i isan not for profit corporation that provides various services to its members, directly or indirectly  through various affiliated entities; and with AMP, designated as Contract No.  WHEREAS, Municipality is a member of AMP and has executed a Master Services Agreement WHEREAS, Municipality desires AMP to provide peak shaving services under its Community WHEREAS, AMP has entered into an agreement (the' Vendor. Agreement"): with EnergyHub, Inc. ("Vendor") to provide Software as a Service ("Saas") and program management services in connection with the Smart Thermostat Program in order to provide a comprehensive program that has the advantages to participating AMP members of economies of scale, mitigation ofrisk from local technology deployment  (the "Master Services Agreement");and  Energy Savings Smart Thermostat Program (the "Smart Thermostat Program"); and  and support, and reduced burden of ongoing support; and  WHEREAS, AMP has provided the Municipality with a copy oft the Vendor. Agreement NOW THEREFORE, this Schedule to Master Services Agreement (this "Schedule") is hereby  entered' into as ofthis day of AMP, and the parties hereby agree as follows.  20 (the "Effective Date") between Municipality and  ARTICLEI. SERVICES  A. For the term ofthis Schedule, AMP agrees to provide to Municipality, and Municipality agrees to take and pay for, the services set forth in Exhibit A, Scope of Services (the "Services"), attached hereto and B. The Services shall be completed in consultation with the Municipality, and the Services shall begin on C. AMP's obligations to provide Services hereunder are contingent upon, and subject to, the delivery to AMP of Services by the Vendor, in accordance with the Vendor Agreement, or AMP'sability to secure replacement Services in the event ofa failure or inability to deliver or default by Vendor.  incorporated by reference herein. an mutually agreeable date.  1    D. AMP shall, int the event ofa failure or inability to deliver or default by Vendor, and whether or not such failure or default leads to termination of the Vendor Agreement, in good faith use its best efforts to substitute for actual delivery replacement Services in at timely and reasonable manner. E. Inaddition to other terms defined elsewhere in this Schedule, the following terms, as used herein, have  the following meanings:  a. "Authorized Municipality User" means designated employees, agents, and contractors of Municipality who are authorized to use the Software provided by Vendor as part of the  Services.  b. "Confidential Information" means scientific or business information, trade secrets or know- how, including software and related documentation, marketing, sales, operating, performance, cost, business and technical information, the Mercury Platform and related documentation, Personal Information, Program Materials, Patform-Generated Data, and enrollment and/or marketing processes used by Vendor to recruit and enroll customers in the program, in any form, tangible or intangible, which may be disclosed or otherwise made available to  Municipality by either AMP or Vendor.  "Configuration Guide" means the working document completed by AMP and Vendor during the launch process. It captures program design, goals, incentives, eligibility rules, brand and marketing guidelines, and other program details, and may be updated overt time.  d. "Customer(s)" means Municipality's utility customers who are eligible to participate in and who agree in writing (including via electronic signature)top participate in the Smart Thermostat  Program.  "Deliverable" means any work product or other item (whether tangible or intangible) created by Vendor or provided by Vendor to. AMP or Municipality pursuant to this Schedule. "Device Partners" means any third-party device manufacturer, connected-home security provider or other company that makes connected devices available to consumers through retail, trade, or other channels and whose devices are connected to the Vendor platform, subject to the terms and conditions contained in agreements between the Device Partner and Vendor. "Firm Load Dispatch" means an optimization tool of the Mercury Platform which optimizes the load curve around a utility's grid service objective, allowing for a more consistent result.  2    h. "Google Security Assessment" or "GSA" means the security assessment provided by Google,  Inc., which assesses Municipality's IT security processes and procedures.  "GSA Approval Process" means the process authorized by Google, Inc. to review and approve "Marks" means trademarks, service marks, logos, trade names and other indicia of origin. "Mercury Platform" means Vendor's distributed energy resource software provided as part of  Municipality'sc completed Google Security Assessment.  the Services.  "Personal Information" means any information: about an identified or identifiable individual or information that is not specifically about an identifiable individual but, when combined with other information, may identify an individual, this includes names, email addresses, postal addresses, telephone numbers, government dentification numbers, financial account numbers, payment card information, credit report information, biometric information, online identifiers (including IP addresses and cookie identifiers), network and hardware identifiers, and geolocation information, and any information that constitutes "personal data" within the meaning of () the GDPR; and, (ii) any other appliçable data protection laws or regulations modeled on the GDPR. Asused herein, "GDPR" means the General Datal Protection Regulation (EU) 2016/679 on data protection and privacy for all individuals within the European Union  ("EU") and thel European Economic Area ("EEA").  m. "Platform Generated Data" means usage, savings, load and other data generated in connection with use of the Mercury Platform and any Customers' participation, including Personal Information collected from or about a Customer when such Customer enrolls in the Smart  Thermostat Program.  n. "Program Materials" means marketing materials, project plans, documentation on automated verification, and program documentation created or developed by Vendor.  0. "Software" means any Vendor proprietary software used in connection with the Smart Thermostat Program, including the Mercury Platform, firmware, and third-party software  embedded in any oft the foregoing.  3    ARTICLEIL. OWNERSHIP OFI DELIVERABLES  A. Exclusive of Municipality Marks, which will remain owned by Municipality, Municipality is not acquiring a copyright, patent, trade secret or other intellectual property or proprietary right in the Mercury Platform, Deliverable, or in any data, modifications, customizations, enhancements, changes B. Vendor owns and will own all right, title, and interest to the Deliverables (other than Municipality's Marks), and Municipality will execute and deliver to Vendor any documents reasonably necessary to vest in Vendor all right, title and interest therein. Municipality, grants to. AMP the limited right to use its Marks solely to the extent necessary to provide thel Deliverables as contemplated by this Schedule  or work product related thereto.  and the Vendor Agreement.  ARTICLE III. STANDARD OF CARE. AND LIABILITY  A. The standard of care for all services performed or furnished. by AMP under this Schedule will be the care and skill ordinarily used by professionals practicing under similar conditions at the same time and int the same locality as services performed pursuant to this Schedule. AMP shall not be responsible for the accuracy or completeness of(a) any information reported or supplied by Municipality to Vendor in accordance with the Vendor Agreement or (b) any reports derived from any inaccurate or incomplete B. Inc connection with the Services, AMP shall use reasonable diligence in assuring the software provided inc connection with the Services sufficiently performs in accordance with applicable industry standards. Exhibit B attached hereto sets forth Vendor-provided service levels and credits and warranties. In the event of termination of the Vendor Agreement, AMP shall use reasonable diligence to procure from the replacement vendor(s) warranties and/or service level credits for the Services performed by such vendor(s) that provide Municipality with benefits no less favorable than those described in Exhibit B. To the extent permitted, AMP will assign to Municipality all Vendor or other third-party warranties, guarantees and service level credits related to the Services. If AMP is not permitted to assign such warranties, guarantees and service level credits, it will otherwise provide to Municipality the financial benefit thereof. However, AMP does not warrant or guarantee. any specified level of performance with respect to the Services beyond the warranties and performance guarantees AMP receives from Vendor and assigns to the Municipality. Ifthe Services fail or are rendered partially or completely inoperable for any reason whatsoever, except to the extent caused by AMP'swillful, wanton or intentional acts or omissions or recklessness, AMP shall not be liable for damages caused thereby to Municipality and such events shall not constitute a breach of AMP's obligations under this Schedule. In the case ofa  information reported or supplied by Municipality pursuant thereto.  4    material Vendor default, AMP shall promptly exercise its rights under the Vendor Agreement, or otherwise under the law, for thel bemefitofMunicipaliy, provided that out-of-pocket costs and expenses associated with. AMP's exercise ofs such rights will be at Municipality's expense. D. The Vendor is contractually required to meet the insurance requirements set forth in Exhibit C. E. Notwithstanding anything in the foregoing, AMP's liability for any injury or damage that is caused by the actions or omissions of AMP in the provision of any Services is limited to the limits of applicable insurance, excluding umbrella coverage, maintained by AMP, irrespective of whether such damages arise out of negligence, gross negligence, recklessness, intentional acts or omissions, or strict liability, and irrespective of whether the theory ofrecovery ofs such damages sounds int tort, contract, or any other legal theory. In the event that AMP does not maintain insurance applicable to the aforementioned injury or damage, AMP's liability shall be limited to two times (2x) the amount paid for the Services hereunder, or $50,000, whichever is greater, This Article III.E shall survive the voluntary or involuntary termination of the Master Services Agreement, this Schedule, or any extension of either. This Article III.E does not limit or modify in any way Vendor's indemnification obligations found in  Section 8.1 oft the Vendor Agreement.  ARTICLE IV. MUNICIPALITYS RESPONSIBILITIES  A. Municipality shall designate in writing an employee of Municipality to act as Municipality's representative with respect to its responsibilities and the Services (the "Municipality Representative"). Such person shall have complete authority to transmit instructions, receive information, and interpret and define Municipality's policies and decisions with respect to the Services. The Municipality B. Municipality shall provide information, comments and approvals as required in a timely manner to AMP and/or Vendor when such input is necessary for AMP and/or Vendor to perform the Services. Thel Municipality. Representative shall give prompt written: notice to AMP whenever he or she observes or otherwise becomes aware. of any development that affects the scope or time of performance or furnishing of the Services or any defect or nonconformance in the Services, or in the work of Vendor or other contractor pursuant to this Schedule. Municipality shall reasonably cooperate with AMP in such a manner as to facilitate AMP's performance ofi its obligations under the Vendor Agreement. C. As noted above, Municipality has been provided with a copy of the Vendor Agreement. Municipality covenants and agrees that Municipality shall comply with all terms and conditions set forth in the  Representative shall attend any kickoff, progress and other related meetings.  Vendor. Agreement, insofar as those terms and conditions apply tol Municipality.  5    D. Municipality shall notify AMP of whether it intends to complete the GSA, which, ifa approved through the GSA Approval Process, will allow Municipality to review Customer enrollments, receive Platform E. IfMunicipality's GSA is approved, Municipality will comply with the terms set forth in) Exhibit E. F. IfMunicipality does not complete the GSA or Municipality's GSA is not approved, (1) Municipality must upload appropriate Customer data to AMP's secure filet transfer site (Sharefile.com) on ar monthly basis, and (2). AMP will review Municipality's Customer enrollments and Municipality will not have G. Ina accordance with Vendor requirements, Municipality shall be solely responsible for any data relating to Customers provided by Municipality or an Authorized Municipality User to AMP, Vendor or the Software (the "Customer Data"). Municipality shall be solely responsible for ensuring compliance with any applicable laws or regulations regarding the use, security, or disclosure of Customer Data. Municipality represents and warrants that: (a) every Customer or Participant for whom Municipality or an Authorized Municipality User provides an email address to AMP or Vendor has consented to receive messages from Municipality, and. its agents in connection with the Services; (b) the Customer Data and any other information, data or material provided by Municipality or an Authorized Municipality User will not (i) infringe or violate any intellectual property right, proprietary right or trade secrets, rights of publicity or privacy, or any law or regulation, or (ii) contain any viruses, code, or programming routines intended to damage, copy, intercept, or misappropriate any system, data, or  Generated Data, and access the Mercury Platform.  access to the Mercury Platform nor will it receive. any Platform Generated Data.  personal information, or damage or impair the operation oft the Software.  ARTICLE V. AMP'SRESPONSIBILITIES  A. AMP. shall designate in writing an, employee of AMP to act as AMP's representative with respect to its responsibilities and the Services (the AMP Representative"). Such person shall have authority to transmit instructions, receive information, and relay AMP's policies and decisions with respect to the Services. The AMP, Representative will attend kickoff, progress and other related meetings on an as- B. The AMP Representative shall give prompt written notice to Municipality whenever he or she observes or otherwise becomes aware of any development that affects the scope or time of performance or furnishing of the Services or any defect or nonconformance in the Services, or in the work of any C. IfAMP willl ber reviewing Customer enrollments for Municipality, then AMP will provide Municipality with access to the Sharefile.com site sO that Municipality can upload the necessary Customer data for  needed basis.  Vendor or other contractor pursuant to this Schedule.  AMP's review.  6    ARTICLE VI. CONFIDENTIALTY AND PUBLICITY  A. Except as otherwise expressly permitted herein or as may be required by applicable public records law, Municipality agrees to maintain all Confidential Information ins strict confidence and exercise the same degree of care it employs in protection of its own Confidential Information from accidental or inadvertent disclosure, but in no event less that a reasonable degree of care, and will neither disclose nor use such Confidential Information other than as expressly permitted by this Schedule. Furthermore, Municipality yrecognizes thati information exchanged pursuant to this Schedule may be proprietary, trade secret and/or confidential and agrees, to the extent consistent with law, to treat the same as such. B. This Schedule will not affect Municipality's rights to use or disclose information that: (1)i is or may hereafter be publicly available through no wrongful act of Municipality; (2) Municipality can show by its written records predating such disclosure that such information was known on a non-confidential basis by Municipality prior to the disclosure; (3)Municipality, can prove by written records to have been lawfully disclosed on a non-confidential basis to Municipality by a third party subsequent to disclosure; or (4) which is independently developed by on for Municipality without reference to or use C. Except as may be prohibited by applicable public records law, in the event that a third party seeks to compel disclosure of Confidential Information from Municipality by judicial, governmental or administrative process, requirement or order, Municipality shall promptly notify the disclosing party of such occurrence and furnish to the disclosing party a copy of the demand, summons, subpoena or other process served upon Municipality. to compel such disclosure, sO that the disclosing party may seek a protective order or other appropriate remedy or waive compliance with the terms of this Agreement, or both. In the event that AMP waives compliance with the terms of this Schedule, a protective order is not obtained, the disclosing party otherwise fails or refuses to contest such a third-party disclosure demand, or a final judicial order is issued compelling disclosure of Confidential Information by Municipality, then Municipality must provide only that limited portion ofthe Confidential Information thati iti is advised by opinion of counsel iti is legally required and to exercise reasonable efforts to obtain confidential treatment for that Confidential Information. Notwithstanding the foregoing, if any Confidential Information is required to be disclosed pursuant to this section, such Confidential Information shall otherwise for all other purposes remain Confidential Information subject to the confidentiality obligations set forth herein. Furthermore, if Municipality is required by operation of law to file this Schedule or other Confidential Information with regulatory authorities or others, Municipality shall immediately notify AMP ofs such disclosure requirement (if permitted by applicable law) and use its best efforts to have this Schedule or Confidential Information kept confidential.  oft the Confidential Information.  7    D. Except as expressly authorized int this Schedule, Municipality shall not (a) use the name, service mark, trademark, trade name, logo, or trade dress of Vendor; or (b) refer to Vendor in connection with any advertising, promotion, press release or publication, unless it obtains AMP's prior written approval.  ARTICLE VII. FEES. AND EXPENSES  A. AMP shall be compensated for the Services in accordance with the Fee Schedule as set forth in Exhibit B. All other provisions and terms for billing and payment for services rendered under this Schedule shall Termination oft this Schedule shall: not relieve Municipality of its obligation toj pay any fees set forth in  D.  be governed by the Master Services Agreement.  Exhibit D.  ARTICLE VIII. TERM  A. The term ofthis Schedule shall begin upon execution of this Schedule by the Parties and continue until April 1, 2028 (the "Initial Term"). After the Initial Term, this Schedule shall renew for consecutive one (1)y year terms until either party notifies the other in writing, no less than sixty (60) days prior to the end of the then-current term, of its intent not to renew. Pricing for any renewal term shall be established by agreement oft thel Parties prior to the commencement of such renewal term.  ARTICLE IX. TERMINATION  A. Either party may terminate this Schedule (a), if the other party materially breaches any term in this Schedule and the breach is not cured within thirty (30) days of the date the non-breaching party provides written notice to the breaching party identifying the breach; or (b) upon the happening of any of the following or any other similar event: (i) insolvency oft the other party; (ii) filing of any petition by or against the other party under any bankruptcy, reorganization or receivership law; (iii) execution ofa an assignment for the benefit of creditors; or (iv)a appointment ofanyt trustee or receiver oft the other party's business or assets or any part thereof, unless such petition, assignment or appointment is withdrawn or B. Upon termination of this Schedule for any reason, Municipality shall, and shall ensure that all Authorized Municipality Users, immediately cease using the Mercury Platform, thel Program Materials,  nullified within fifteen (15) days of such event.  and any Vendor provided documentation.  8    ARTICLE. X. MODIFICATION  A. Modifications to this Schedule may, from time to time, bei necessary. Int the event either party believes such a modification is required, both Parties agree to negotiate any such modifications in good faith. This Schedule may only be amended, supplemented, modified, or cancelled by a duly executed written  instrument.  ARTICLE2 XI. NOTICES  A. All notices shall be in writing and provided by either (i) overnight courier or hand delivery to an authorizedi representative oft the party to whom directed; (ii) certified or registered mail, postage prepaid and return receipt requested; or (iri) e-mail to the address of the party shown below.  MUNICIPALITY:  Email:  AMERICAN MUNICIPAL POWER, INC: American Municipal Power, Inc. 1111 Schrock Road, Suite 100 Columbus, Ohio 43229 Attn: General Counsel Email: Plnoiceampereorg  B. Notice sent' by registered or certified mail shall. be deemed to have been given by either party to the other party upon the date received or rejected by the other party, as shown in the Post Office receipt, or ifhand deliyered, upon the date of receipt thereof by such other party. A notice sent by email will be deemed tol have been received on, the date the email is sent, unless the sender receives a delivery failure  notification indicating that the email has not been delivered to the recipient.  ARTICLE XII. MISCELLANEOUS  A. It is recognized by Municipality that AMP, in undertaking or causing to be undertaken the administration of the Smart Thermostat Program, must comply with the requirements of the Vendor Agreement and other related agreements; it is therefore agreed that this Schedule should be construed in a manner consistent with compliance with the provisions of all such agreements. B. Any provision or part of this Schedule held to be void or unenforceable under any law or regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon the Parties, who agree that the Schedule. shall be reformed to replace such stricken provision or part thereof  9    with a valid and enforceable provision that comes as close as possible to expressing thei intention oft the .T This Schedule, including the Exhibits attached hereto, together with the Master Services Agreement, constitutes the entire agreement between Municipality and AMP relating tot the Services and supersedes all prior written or oral understandings, which shall terminate upon the effectiveness ofthis Schedule.  stricken provision.  [Signature Pagel Follows]  10    IN WITNESS WHEREOF, the Parties warrant and represent that all actions and authorizations necessary to authorize them to affix their signature to this Schedule have duly occurred and that they have been duly authorized to execute this Schedule on behalf of their respective party, and heretol have executed  this Schedule to be effective as oft the Effective Date.  MUNICIPALITY  By: Title:  APPROVED ASTO: FORM Municipal Legal Advisor  AMERICAN MUNICIPAL POWER, INC.  By: Adam Ward  Senior Vice President Member Services, Environmental Affairs & Policy  APPROVED ASTOFORM Lisa McAlister  Senior Vice President & General Counsel    EXHIBIT A - SCOPE OF SERVICES  AMP will deploy a Bring Your Own Thermostat ("BYOT") load control program where Municipality's customers purchase and install devices from select Device Partners on their own and register those devices into the AMP Community Energy Savings Smart Thermostat Program. As used in this SOW, a "Device Partner" is a third-party thermostat manufacturer, connected-home security provider or other company that makes connected devices available toconsumers through retail, trade, or other channels where these devices are connected to the EnergyHub platform. AMP will utilize EnergyHub's Mercury Platform and BYOT program Services to deploy the Program, including technical integration of devices with EnergyHub's platform, contracting with Device Partners, marketing, customer  enrollment and management of load control events. 1. EnergyHub Responsibilities 1.1. Mercury Platform  1.1.1. EnergyHub will provide the Mercury Platform to operate a BYOT program that is open to all Device 1.1.2. Enrollment - Municipality customers with eligible devices enroll in the program viat thei following steps: 1.1.2.1. Customer application information will be collected through the Device Partner web or mobile 1.1.2.2. EnergyHub, in conjunction with its Device Partners, will ensure that each participating customer accepts AMP's program terms, which set forth the applicable incentives payable to its customers. 1.1.2.3. The enrollment module will allow Municipality to verify the eligibility of customers applying to the 1.1.2.4. EnergyHub will work with AMP and Municipality to implement EnergyHub's data exchange 1. enable the Automated Enrollment Verification (AEV) feature of the Mercury Platform. AMP will help define business rules for matching incoming applications to verified Municipality customer EnergyHub will ingest data files from Municipality individually to enable. AEV, ifi required. AMP and Municipality will utilize EnergyHub's required Automated Enrollment Verification (AEV)  Partners. EnergyHub's Mercury Platform features are outlined below.  application enrollment experience to verify eligibility for thel Program.  program, process to: records.  specification.  2. enable Municipality to process enrollments in ar mutually agreed upon process.  1.1.3. Load control - The Mercury Platform includes load control capabilities that AMP will leverage to dispatch demand response (DR): signals toi internet-connected devices vial EnergyHub'sDevice Partners, 1.1.3.1. Ability to schedule and execute DR events on devices enrolled in the program on an ad-hoc basis. 1.1.3.2. Ability to schedule and execute saved DR event strategies, where event parameters have been pre- 1.1.3.3. Ability to track DR event performance ini near real-time via the DR event dashboard. 1.1.3.4. Ability to run. DR events using the Firm Load Dispatch load shaping feature. 1.1.3.5. Device Partners may require ar minimum number of devices to execute an event.  including the following features:  configured and saved by AMP: staff.  1.1.4. Data and reporting The Mercury Platform captures near real-time data from Device Partners and will make that data available to AMP and AMP will provide aggregated data to Municipality for program    management and reporting purposes. This includes: 1.1.4.1. Reporting to track and manage device enrollment.  1.1.4.2. Access to near real-time data showing connectivity status and usage across devices via the Home 1. For thermostats, data collected includes HVAC mode and state, runtime, connectivity, event 1.1.4.3. Measurement and verification capability to verify load shed following load control events. 1.1.4.4. Event summary reports, including load shed results and others summary participation statistics at the 1.1.4.5. Event participation reports, including usage, participation status, and other relevant data at the 1.1.4.6. Device interval reports, showing 15-minute interval usage data for enrolled devices during and  screen in thel Mercury Platform. participation, indoor and outdoor temperature.  portfolio level (e.g. community, zip code, transmission zone, entire program).  individual customer level, outside load control events.  1.1.4.7. Ability to download data and reports for analysis.  1.1.5. Device Partner limitations - specific functions, features, and data/reporting may not be supported across  alll Device Partners. 1.2. Marketing  1.2.1. The BYOT program will be marketed and run as one program; all program parameters will remain 1.2.2. EnergyHub will lead marketing efforts to recruit customers into the BYOT program. All marketing activities will be subject to AMP approval. AMP will coordinate with Municipality and other Municipality Participants to finalize marketing activities. Marketing willl be comprised ofthe following: 1.2.2.1. BYOT marketing will include digital outreach from Device Partners through email and/or in-app notifications to customers who have already purchased and installed connected devices. 1.2.2.2. EnergyHub will provide AMP with aj portfolio of all Device Partner marketing collateral templates with core messaging. AMP may request modifications to the core messaging before it is finalized and willj provide drafts for Municipality review. Marketing collateral templates will allow for copy edits to sections identified as customizable only, while page designs and layouts are final. EnergyHub will only use marketing with core messaging that has been approved by AMP. Once core messaging is approved by AMP, EnergyHub may deploy approved marketing collateral 1.2.2.3. EnergyHub will provide a Community Energy Savings Smart Thermostat program branded microsite to drive enrollment. The microsite is based on an existing template and changes can only be made to customizable sections. The microsite will provide basic program information and direct interested customers to either an enrollment page or a store/marketplace for their preferred device 1.2.2.4. Marketing materials will be integrated with the Community Energy Savings Smart Thermostat Program brand and name where applicable. Some Device Partner marketing may not support inclusion oft the program brand or name;! however, AMP will stilli review anda approve these collateral 1.2.2.5, EnergyHub's marketing actions may include using analytics and segmentation to drive messaging if appropriate data is available. To support this, Municipality may choose to provide EnergyHub  consistent across AMP's Members.  without seeking additional approval.  manufacturer.  templates.    with relevant information, such as email, customer usage, demographic, and household profile data 1.2.2.6. EnergyHub will provide support to help with Program-specific messaging for the Community Energy Savings Smart Thermostat Program customer-facing website and other Municipality-owned 1.2.2.7. Subject to AMP approval, EnergyHub may use incentive programs including sweepstakes, gift  tol help facilitate segmentation and targeting.  assets, such as bill inserts, bill messages, direct mail, or other outreach. cards, and other prizes deemed necessary to drive enrollments.  1.3. Other Program Services  1.3.1. Program management- - EnergyHub's Client Success team will manage thei implementation and delivery 1.3.1.1. EnergyHub and AMP will meet regularly during the course of the Program, with standing quarterly 1.3.1.2. Prior to each program season, EnergyHub will lead an in-depth season preparation meeting with the 1.3.1.3. Following each program season EnergyHub will lead an end-of-season review meeting with AMP andl Municipality, where EnergyHub willj provide aj post-season evaluation deck summarizing event performance, event participation, progress against approved: success criteria defined at the outset of the Program, customer support metrics, lessons learned, and recommendations for subsequent program seasons (e.g., changes toj program design, terms and conditions, eligibility requirements). 1.3.1.4. Once per year, EnergyHub will provide a summary report of customer feedback on the Program. Based on the timing of customer surveys, customer feedback data may be provided following the end-of-season review meeting. Prior to the issuance of any customer survey, EnergyHub shall provide AMP with a copy oft the intended survey for AMP and Municipality's review and approval  ofthe Program.  meetings to discuss program planning and progress,  AMP team.  (such approval shall not be unreasonably withheld, conditioned or delayed). 1.3.2. Device Partner management- EnergyHub will work with the AMP to identify device manufacturers and service providers who are interested in becoming Device Partners in thel Program. 1.3.2.1. EnergyHub will contract directly with and manage all relationships with all Device Partners. Upon payment from AMP, EnergyHub will manage required payments tol Devicel Partners. 1.3.2.2. EnergyHub will provide a certification process and standard set ofA APIs to allow Devicel Partners to join the program and integrate with thel Mercury Platform. This may include publishing a set of technical requirements and economic incentives for Device Partner participation. EnergyHub reserves the right to manage these Device relationships following this model in a fashion that does 1.3.2.3. Addition of new Device Partners will only be pursued if mutually agreed to between EnergyHub 1.3.3. Customer support EnergyHub will provide email-based support for all Program-related inquiries, and 1.3.3.1. EnergyHub will work with AMP to create a customer service triage plan that defines roles and responsibilities across EnergyHub support, AMP support, Municipality support, and Device Partner support. As part of the triage plan, EnergyHub and AMP will define program messaging and escalation processes for incoming customer inquiries related to incentives, device technical and  not mirror existing Device Partner relationships. and AMP, and documented via written approval.  direct customers to Device Partner support for technical device-related questions.  connectivity issues, and other program questions.    1.3.3.2. EnergyHub will support AMP int the development of call center training materials for Municipality, 1.3.3.3. EnergyHub will provide an FAQ page to reduce support inquiries by providing information on key 1.3.3.4. program marketing and enrollment materials will direct customers to contact EnergyHub directly by providing a customer support email address. Note that the "reply to" address for customer  ifneeded. program questions.  communication emails sent by EnergyHub are not customizable.  1.3.4. Incentive processing - EnergyHub will manage enrollment incentives.  1.3.4.1. EnergyHub will provide AMP with enrollment incentive files ("EIF") on a bi-weekly basis via EnergyHub'ss SFTP site on aj periodic basis for AMP or Municipality approval. Thel EIF willi include alist of participants who have enrolled since the previous EIF and their corresponding incentive  payment amount.  2. AMP Responsibilities  2.1. AMP representative will lead program management and assist in coordination between EnergyHub, AMP, 2.2. AMP will work with EnergyHub to define necessary customer data and data exchange process to create a seamless enrollment experience. AMP will assist EnergyHub in creating an enrollment experience that does 2.3. AMP and Municipality will support EnergyHub's marketing activities by completing the following: 2.3.1. AMP and Municipality will provide timely feedback to EnergyHub on any launch and/or marketing 2.3.2. Municipality will market the BYOT program. Channels may be physical or digital and could include bill 2.3.3. Municipality willi market the program via customer-facing website including the Municipality homepage 2.3.4. Municipality may choose toj provide EnergyHub with contact information in the form of email addresses 2.3.5.AMP and Municipality will provide logo and usage guidelines for EnergyHub's use in developing CO- 2.3.6. AMP willj provide program details relevant to1 marketing collateral development at EnergyHub'srequest. 2.4. If Municipality has an approved GSA, Municipality will verify customer eligibility based on information supplied by customer via the enrollment module and/or Municipality source information. If Municipality does notl have an approved GSA, Municipality must upload appropriate Customer data to. AMP'ss secure file 2.5. AMP will provide EnergyHub with necessary information regarding the load control program (i.e., number and frequency of events, size of customer rebate) to facilitate Device Partner. onboarding and customer  and Municipality.  not require customer account number as part of customer validation.  materials that require approval (e.g. core messaging). inserts, email, or in-market promotion.  and a designated page specific to thel BYOT Program. for eligible customers to enable successful program marketing.  branded materials.  transfer site (Sharefile.com) on a monthly basis.  enrollment.    2.6. Device Partners will require AMP and Municipality (if Municipality is verifying its own Customers or otherwise receiving Platform Generated Data from the Device Partner) to comply with Device Partner data security requirements toi include Device Partner devices ini the Program. AMP will work with EnergyHub to ensure compliance. IfAMP and Municipality are unwilling or unable to comply, Device Partner may remove 2.7. AMP will fund and fulfill the enrollment incentive needed to acquire and retain BYOT customer  their devices from the Program.  participation.  2.7.1. Municipality or AMP, if verifying Customers on behalf of Municipality will be responsible for the 2.8. Should AMP and/or Municipality develop a public report on any aspect oft the BYOTI Program, AMP and/or Municipality wills share the results andi report draft with EnergyHub at leastt two (2) weeks prior to publishing. EnergyHub will verify accuracy and appropriate usage of customer data. Any BYOTI Program-centric report or publication shall be released in accordance with EnergyHub's contractual agreement with its Device  accuracy of the contents of each approved EIF.  Partners. All published reports shall be made available tol EnergyHub.  3. Assumptions and Dependencies  3.1. EnergyHub's! performance is contingent on the following:  3.1.1.AMP timely delivery of itsi input, approvals, data, materials, information, or deliverables, as applicable, including without limitation, the deliverables set forth in Section 2 AMP Responsibilities; 3.1.2. A mutual agreement between AMP, EnergyHub and AMP's participating Members on the form of program enrollment agreement that Customers will be required to accept in order to enroll in the 3.1.3. Each Device Partner's timely performance of its respective obligations in connection with the program 3.1.4.1 Each Device Partner's devices functioning properly and communicating with thel Mercury Platform as 3.2. Neither (a). Amazon Web Services, Inc. ("AWS"), which provides hosting services to EnergyHub for the Mercury Platform, nor (b) the Device Partners, will be deemed to be EnergyHub's subcontractors for the 3.3. Each party shall promptly inform the other party ifi it becomes aware of any breach of this SOW, or the existence of any circumstance that may impede EnergyHub's performance under the SOW, as set forth in Section 2, in which case thel Parties agree to work in good faith to address any such circumstance, including  program. launch; and  required to perform as anticipated in connection with thel Program.  purpose of this SOW.  by amending the Parties' obligations under this Schedule, as needed.  4. Initial Program Design  4.1. Allinformation ini thej program design table willl be discussed and agreed upon between AMP and EnergyHub int the Configuration Guide. Any and all future changes to program design parameters will be captured and documented in the Configuration Guide and will not require an amendment tot the Schedule.  Srograias Pamries Length of Season  AMP Definedt Pregram Paxmpier 5months, of each year during the Term    Season Dates Number ofhours pers season Event parameters  May 1- September 30, ofe each year during the' Term Event window: 1-7 pm local time on non-holiday weekdays Event duration: 41 hours maximum Participation: Opt-outs permitted Max number of days with consecutive events: 3 emergency peak conditions. Working central A/C and connected thermostat  801 hours maximum  AMP is permitted to call events outside the above parameters during times of  Customer eligibility criteria Customer rebate (upfront) Control strategy and logos  Program name and messaging Community Energy Savings: Smart' Thermostat Program  $55 Visa e-gift card; if Customer remains enrolled through summer season,  entered for a chance to win a $250 e-gift card Option to pre-cool Temperature set-back Firm Load DispatcheM(FLD)  Program branding guidelines AMP to provide    EXHIBIT. B-S SERVICE LEVELS, CREDITS, & WARRANTIES  SLA Platform Uptime  Description  Vendor will provide 99.9% platform uptime (the "Uptime Percentage") for a given Program Season (the "Platform Uptime Commitment). Vendor will evaluate the Program Season length as defined in Section 9.1 of the SOW. In the event that platform uptime does not meet the Platform Uptime commitment, Utility will be eligible The Platform Uptime Commitment does not include unavailability due to Scheduled Ina any given Program Season, the total number of Dispatched Devices shall be at least 90% (the "Command Dispatch Percentage") oft the total number of Targeted Percentage is calculated by dividing the number of Dispatched Devices by the number of Targeted Devices across all DR Events in a given Program Season and multiplying by 100. Ifby September 1 of any Program Season AMP has only called one (1). DR Event, and that DR Event's Command Dispatch Percentage is below 90%, AMP agrees to call atl least one (1) additional DR Event before the end of the Program Season; if AMP does not call the additional event AMP will waive the Command Dispatch Commitment for that Program Season. AMP agrees to call all enrolled devices in the program for the one (1) DR event; if not all devices are targeted than this SLA is not applicable. In this case, AMP will waive Vendor will calculate the number of Dispatched Devices and Targeted Devices by reviewing the DR Event Participation Data across DR Events in a given Program Season. Vendor will report to AMP the Command Dispatch Percentage following the For the avoidance of doubt, ift there are multiple DR Events, Dispatched Devices will be the sum total of Dispatched Devices across all DR Events (sum of Dispatched Devices in the first DR Event plus the sum of Dispatched Devices in the second DR Event, and sO on) and Targeted Devices will be the sum total of Targeted Devices across all DR Events (sum of Targeted Devices in the first DR Event plus the sum of Targeted Devices in the second DR Event, and sO on). For example, if there are two DR Events in a season with 100 Targeted Devices and 95 Dispatched Devices in the first DR Event and 200 Targeted Devices with 190 Dispatched Devices in the second DRI Event, the Command Dispatch Percentage will be calculated by summing 95 and 190 Dispatched Devices in the numerator, and dividing by the sum of 100 and 200 Targeted Devices in the denominator for a Command Dispatch Percentage of 90%.  Commitment Platform Uptime Commitment using external monitoring tools taking into account the  tor receive a Service Credit, as defined in below.  Exclusions Maintenance.  Command Dispatch  Commitment Devices (the "Command Dispatch Commitment"). The Command Dispatch  the Command Dispatch Commitment for that Program Season.  completion oft the Program Season.    95+190 100- +200  285 300  95%  Assumption and Exclusions  Dispatched Devices will include devices with a status of Dispatch Failure in cases where the failure is caused solely by the Device Partner (as determined  inv Vendor's reasonable discretion).  Definitions:  "Uptime Percentage" is calculated by dividing the number of minutes in which the Mercury Platform is available during the Program Season by thet total number of minutes in the Program Season (and A' "Device-Event Minute" is a minute during al DRI Event in which an Enrolled Device can participate inal DR Event as a Targeted Device. For example, one Targeted Device in a 4-hour DRI Event (e.g. A"Dispatched Device-Event Minute"is ar minute during al DR Event in which al Device Control signal is successfuly sent from the Mercury Platform to a Thermostat Partner whose customers have Targeted Devices ini thel DR Event. For example, ifap participating device is successfully dispatched by Vendor for a 4-hour DR Event (e.g. 2:00 PM - 6:00 PM) at 2:05 PM, that customer's device accrues 235 Dispatched Device-Event Minutes. For clarity, the Dispatched Device-Event Minute calculation is not impacted by a Thermostat Partner's successful delivery of Dispatch Commands A"Targeted Device" is an Enrolled Device included in the population of devices called into a DR Event and expected to receive the Device Control strategy defined by the operator via Dispatch  multiplying by 100)  2:00 PM-6:00 PM) accrues 240 Device-Event Minutes  to their Targeted Devices in a DR Event Commands from the Thermostat Partners  Service Credits  Vendor charges platform fees to provide the services described in Scope of Services. If Vendor fails to meet its Service Commitments, Vendor will issue Service Credits to Utility. Vendor will evaluate its own performance against each SLA over the course of the Program Season over the Project Term. Upon completion of the Program Season, Vendor will send Utility a performance report including a calculation of Service Credits are calculated as a percentage of the platform fees paid by Utility to' Vendor after the end  any Service Credits due to Utility.  of the demand response season and are evaluated as follows: Uptime Percentage (Program Season) Service Credit Percentage  Platform Uptime Commitment Less than 99.9% Less than 89.9% Less than 79.9% Less than 69.9% Less than 59.9%  1% 2% 3% 4% 5%    Command Dispatch Commitment Less than 90% Less than 80% Less than 70% Less than 60% Less than 50%  Command Dispatch Percentage (Program Season) Service Credit Percentage  0.25% 0.50% 0.75% 1.0% 1.25%  Service Credits will be awarded on a per Program Season basis.    EXHIBITC- VENDOR INSURANCE REQUIREMENTS  Articlel General Insurance Requirements  1.1 Throughout the performance of the Services or longer as may be described below, Vendor must obtain, pay for, and keep in force, the minimum insurance coverage described in this Schedule ofInsurance. 1.2 Before starting the performance of any Services, upon renewal of any policy, and upon a change of any insurance carrier, Vendor must deliver to AMP certificates evidencing that the required insurance isi ini force. 1.3.1 Vendor must place the insurance with companies that (1) are satisfactory to. AMP, (2) hold an A.M. Best Rating of A-, VII, or higher, and (3) are authorized to conduct business in the state where the 1.3.2 the policies must be endorsed to require Vendor's insurance carrier to (1) provide at least 30 days' written notice to. AMP (as certificate holder) oft the cancellation oft the insurance and (2) provide at least 10 days' written notice to AMP (as certificate holder) oft the cancellation of thei insurance for 1.3.3 within 30 days of AMP's request, Vendor must submit insurance-company certified copies of the 1.4 Vendor must pay all deductibles, or self-insured: retentions, or both contained in' Vendor' policies ofinsurance required or provided in connection with the. Agreement or any task order or statement of work. AMP reserves the right to approve or reject all levels of self-insured retention, captive insurance programs, or other  1.3 With the exception of oyemment-controled workers compensation coverage:  Services willl be performed;  non-payment of premium; and policies, the policy endorsements, or both.  alternative risk financing Vendor may use to comply with any insurance requirement. 1.5 AMP does not represent that required coverage or limits are adequate toj protect Vendor.  1.6 Failure of AMP to demand a certificate or other evidence of full compliance with thei insurance requirements orf failure of AMP to identify a deficiency from evidence that is provided will not be construed as a waiver 1.7 To the fullest extent permitted by applicable law, Vendor waives all rights against AMP and its agents and employees for damages to the extent covered by insurance, except rights to the proceeds of the insurance. This waiver shall not apply to any professional liability policy maintained in connection with the Services.  ofVendor"' obligation to maintain the required insurance.  Article2 Minimum Coverage Requirements  2.1 Workers Compensation. Vendor must maintain workers compensation coverage meeting the requirements of 2.2 Employers Liability/Stop Gap Coverage. Vendor must maintain employers liability /stop gap coverage with (1) an each-accident limit of not less than $1,000,000, (2)a disease each-employee limit of not less than 2.3 Commercial General Liability. Vendor must maintain commercial general liability ("CGL") coverage which provides (1) an each-occurrence limit of not less than $2,000,000, (2) a general-aggregate limit of not less than $2,000,000, and (3) ap products and completed-operations aggregate limit of not less than $2,000,000. 2.3.1 The CGL insurance must be written on ISO occurrence form CG00011001 or a substitute form, providing at least equivalent coverage for liability arising from premises, operations, independent contractors, roludcompeteepnton, personal and advertising injury, and liability assumed  applicable law.  $1,000,000, and (3) a disease policy limit ofi not less than $1,000,000.  under an insured contract.    2.3.2 Vendor must include American Municipal Power, Inc. as an additional insured under the CGL policy using ISO endorsement CG 20 100 07 04 and ISO endorsement C62037070igrasbiue 2.3.3 The CGL insurance must apply as primary andi non-contributory insurance with respect to any other 2.3.4 The CGL policy must note exclude coverage to the additional insured(s) for bodily injury or! property 2.3.5 Vendor must maintain the CGL insurance in effect for no less than 5 years after the earlier of the 2.4 Business Automobile Liability. Vendor must maintain business automobile ("BA") coverage written on ISO form CA 0001 1001 or a substitute form, providing at least equivalent coverage with al limit oft not less than 2.4.1 The coverage must extend to any auto owned (if any), non-owned, leased, rented, hired, or 2.4.2 Vendor musti include. American Municipal Power, Inc. as ana additional insured under thel BA policy. 2.5 Umbrella/Excess Liability. Vendor may employ an umbrella/excess liability policy to achieve the above- 2.6 Professional Liability. Ift the Services include any professional services, Vendor must maintain professional liability insurance which provides an annual-aggregate limit oft not less than $2,000,000.  form(s) providing equivalent coverage.  insurance or self-insurance programs which cover the additional insured(s). damage arising out of the odctvcompetecperaton hazard. termination the Agreement or completion ofa all Services.  $1,000,000 each accident. borrowed.  required minimum coverage.  2.6.1 Thej professional liability policy must have an effective date which is on or before the date on which 2.6.2 Upon submission oft the associated certificate ofi insurance and at each policy renewal, Vendor must advise AMP in writing of any actual or alleged claims which may erode the professional liability 2.6.3 Vendor must maintain the professional liability insurance in effect for no less than 5 years after the  Vendor: first started toj provide any Services.  policy's limits.  earlier of the termination the Agreement or completion of all Services.    EXHIBIT! D - FEE SCHEDULE  Fees and Rates:  2024-2027: $80 per enrolled thermostat, per year  A. Invoicing invoice.  Municipality willl bel billed for the Services quarterly, with fees appearing on Mimcpiliv/igumtutypower  [End]    EXHIBIT E- GSA APPROVED MUNICIPALITY REQUIREMENTS  IfMunicipalily'sGSA has been approved via the GSA Approval Process and Municipality will, or could, review Customer enrollments, receive Platform Generated Data, and/or access thel Mercury Platform, then Municipality 1.1 Municipality shall not use thel Mercury Platform (as defined int the Schedule)i in ai manner that violates any federal, state, provincial, or local law or regulation relating to individual privacy or the distribution of email and other marketing communications, including, without limitation, the CAN-SPAM Act and the Telephone Consumer 1.2 Municipality will not, will not attempt to, and will not allow any Authorized Municipality User to: (i) interfere in any manner with the operation oft the Mercury Platform ort the hardware or network usedt toj provide the Mercury Platform; (ii) copy, modify, alter, or make derivative works based on any part of the Mercury Platform or any associated software, documentation, or the Program Materials; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any component of or devices connected to the Mercury Platform or any associated: software or web services or permit at third party to do any oft the foregoing; (iv): sublicense, assign, sell, or leaset to, or otherwise allow, any person other than an Authorized Municipality User to access thel Mercury Platform; (v) use the Mercury Platform for purposes of providing third-party hosting or third-party application integration, service bureau, subscription or application service provider-type services; (vi) disclose to any third party the performance: measures ofthe Mercury Platform or benchmark tests or other comparisons of thel Mercury Platform with other services or software; (vii) remove or alter any proprietary or other notice, legend or symbol on or embedded in thel Mercury Platform or any associated software, documentation or Program Materials; (viii) install monitoring software or other automated monitoring mechanisms to access the Mercury Platform for benchmarking or competitive purposes; or (ix) use the Mercury Platform, any Program Materials, or any documentation or Municipality's access to any of the foregoing to design, build, market, or sell any similar, 1.3 Municipality will designate certain ofi its employees, agents, and contractors as Authorized Municipality Users. An Authorized Municipality User account is not permitted to be shared among users. Each Authorized Municipality User will be assigned a unique user identification name and password for access to and use of the Mercury Platform ("Credentials"). Municipality is solely responsible for all activities that occur under Municipality's Authorized Municipality User accounts. Municipality shall use commercially reasonable efforts to ensure that its Authorized Municipality Users are responsible for maintaining the security and confidentiality of their Credentials, and toj prevent unauthorized access to or use of thel Mercury Platform. Municipality shall notify 1.4 Municipality shall take reasonable and appropriate steps to protect the security, privacy and confidentiality of Customer information ("Safeguards") and ensure that its data use policies comply with applicable law and this Schedule, including, without limitation, compliance with Criteria Common to Security Principles (SSAE16): Groupl:CC 1.1-1 1.4; Group 2:2.1-2.6; Group 3:3.1-3.2; Group 4:4.1; Group 5:5.1-5.8; Group 6: 6.1, 6.2; and Group 7: 7.1 -7.4. Furthermore, Municipality shall allow Vendor (either directly or through a third party subcontractor)t to conduct a security audit to determine whether Municipality's Safeguards comply with applicable law and SSAE16 provided above, and shall permit Vendor to share thei findings of such security audits or reports with Vendor'sconnected. device providers (and their respective auditors) whoi require evaluation ofutility security procedures. Notwithstanding the foregoing, Municipality may use SOC 2 Type 2 reports or an alternative acceptable to Vendor in lieu of an independent audit by Vendor or its subcontractor. Upon request, Municipality will comply with the policies ofa connected device provider relating to Protected Information that are provided tol Municipality. Ifa material flaw in Municipality's Safeguards is found, Municipality's access to the Mercury 1.5 Municipality shall not use. Platform Generated Datai for any purpose (including anyi internal analytics not directly related to the Services), except (i) to assist Vendor in accessing, retrieving, storing, copying, creating derivative works of, and otherwise using Platform Generated Data in connection with developing, analyzing, testing, maintaining, improving, modifying, distributing, providing, making available and/or otherwise commercializing Vendor's products and services; (ii) to assist Vendor ini the adjustment ofa Customer device; (iii) for verification  must: adhere to the following requirements:  Protection Act of1991 ("TCPA").  competitive ors substitute service.  AMP promptly upon becoming aware ofany unauthorized use of Credentials.  Platform may be suspended or terminated upon immediate written notice.    of Customer eligibility for and enrollment in the Smart Thermostat Program; (iv) for verification of Customer eligibility for aj program participation incentive; (v) as required to meet regulatory or other legal requirements evidenced by reasonable documentation; and (vi) as approved by such connected device provider on a case-by- case basis, non-marketing communications directly to Customers about the Smart Thermostat Program. 1.6 Municipality will use commercially reasonable efforts to retain only the minimum amount of non-anonymized Platform Generated Data necessary to meet the relevant purposes of this Schedule. For the avoidance of doubt, Municipality will not, except as to the extent legally permitted, retain or store a Customer's non-anonymous Platform Generated Data for any purpose beyond () one year from the date Municipality received such Customer's Platform Generated Data or (ii) the date the Customer opts out of the Smart Thermostat Program, whichever period is longer. Municipality's Customer Data is not subject to the preceding limitation on data 1.7 Municipality shall not, and may not permit any third party to, use Personal Information for any purpose not expressly approved in this Schedule, including (without limitation): (a) to share Personal Information with third parties, including without limitation data brokers, advertisers or advertising networks for any purpose; (b) to evaluate any Customer or their property individually ori in aggregate for insurance or other financial products and services; (c) for marketing purposes; (d) to develop, create ori improve another product, service or feature; (e) to develop, create or train any algorithms or machine learning models; (f) to create reporting or insights for other entities without Vendor's advance written permission; or (g) for any purpose beyond the specific permissions granted by the Customer and as otherwise permitted by this Schedule and applicable laws.  retention.  4889-0212.6118,V.21        Richlands Fire Rescue Monthly Report November 2024  43- Total Calls 17-Town 26-County 20- MVC 3- Brush Fires  4- Smoke Alarms/CO Alarms 3- Reports of Smoke 2- Structure Fires 1- Vehicle Fires  2- Trees Down in Roadway 0- Road Hazards  3- Electrical Poles/ Power Lines  1- EMS Bake Ups 2- Oil Spill 0- Propane Call 2- Traffic Control    Smoke Alarms Installed (4) Co Alarms Installed (1) Smoke Alarms given out (0) CO Alarms Given Out (0)    MENT OF    RECREATION AGRICULTURE m AAA e IMDUSTRY MINNG CREANDSS  / 4  NOVEMBER: 2024 MONTHLYTRAFFIC SUMMARY  No Headlights No Registration in Possession Dangling Objects Failure to Wear Seatbelt Expired State Inspection Driving Suspended Improper Registration No Insurance Fail to Stop at Stop Sign Reckless Driving No Proof ofl Insurance  1 Fail to Dim Headlights 3 Loud Exhaust 2 Defective Speedometer 3 No State Inspection 1 Driving Without a License 2 No Registration 4 Expired Registration 2 Altered License Plates 3 Fail to Obey Highway Signs 2 Speeding 2  1 1 4 3 1 2 3 1 1 5 1 2 4  Failure to Drive on Right Side of Highway 1 Following Too Close  WARNING- Defective Equipment WARNING- Fail to Obey Stop Sign WARNING- Speeding  1 WARNING- Fail to Obey Highway Lane Markings 4 WARNING- No Headlights  WARNING-Drive Wrong Way/ One Way 1 WARNING- Fail to Obey Highway Sign  6  TOTAL NUMBER TRAFFIC SUMMONS ISSUED: 49  ANIMAL CONTROL/ORDNANCE VIOLATIONS SUMMARY  Dog Transported to the Shelter High Grass Violation  5  2 Inoperable Vehicle  1  TOTAL NUMBER ANIMAL CONTROL/ORDINANCE VIOLATIONS ACTIONS: 8        COUNCIL REPORT December 4, 2024  TOTAL CALLS FOR: SERVICE THROUGH NOVEMBER 30, 2024 TOTAL CALLS FROM JANUARY 1, 2023 THROUGH NOVEMBER 30, 2023  7,467 6,849 618  INCREASE OF  TOTAL CALLS FOR THE MONTH OF NOVEMBER 2024 TOTAL CALLS FOR THE MONTH OF NOVEMBER 2023  637 609  INCREASE OF  28        Richlands Fire Rescue Monthly Report November 2024  43-Total Calls 17-Town 26-County 20- MVC 3- Brush Fires  4- Smoke Alarms/CO Alarms 3- Reports of Smoke 2-S Structure Fires 1-Vehicle Fires  2- Trees Down in Roadway 0-F Road Hazards  3-1 Electrical Poles/ Power Lines  1- EMS Bake Ups 2- Oil Spill 0- Propane Call 2- Traffic Control    Smoke Alarms Installed (4) Co Alarms Installed (1) Smoke Alarms given out (0) CO Alarms Given Out (0)    E SC RECREATION AGRICULTURE AAA As INDUSTRY MINING    RESCUE DIVISION  Richlands Fire-Rescue 18001 Third St. /200V Washington Sq. Richlands Va. 24641  Rescue Division Station #2 Station #21 Ph. #2 276-329-6065 Fax#276-963-3569  From The Desk Of EMS Director- Rescue Captain Matt Whited Monthly Council Report For: Rescue Division Month: Nov. 2024EMS Calls Total: 214 Year to Date EMS Calls Total: 2,616  Nov. 1-30, 2024 Group Cancelled Cancelled Enroute No Patient Contact (Canceled on Scene) No Patient Found No Treatment Required Patient Refused Care Standby Treated, Transferred Care Treated, Transported by EMS Total:  Count Pct 3 1.4 2 0.9 0.5 1 0.5 12 5.6 2 0.9 1.4 48 22.4 1 0.5 1 0.5 140 65.4 214  Dead at Scene - Resuscitation NOT Attempted - No Transport 1  Patient Dead at Scene-Resuscitation Attempted (With Transport) 3  Rescue Division Updates /News /Info. We did get our Community Foundation of Two Virginia's Grant I Lucas CPR Compression Device delivered and in-service this will equip. 3 Ambulance units with a Lucas. We hope to schedule another Free CPR/AED class for the community soon this will be posted on  our Facebook page.