HomeMy WebLinkAbout20080399.tiff RESOLUTION
RE: APPROVE ELECTRONIC TRANSACTION PROCESSING AGREEMENT AND
AUTHORIZE CHAIR TO SIGN - OFFICIAL PAYMENTS CORPORATION
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Electronic Transaction Processing
Agreement between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Treasurer's Office, and Official Payments
Corporation, commencing upon full execution, with further terms and conditions being as stated
in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Electronic Transaction Processing Agreement between the County of
Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on
behalf of the Treasurer's Office, and Official Payments Corporation be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 4th day of February, A.D., 2008.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: p/ _ _ri' ' '
l�'ta's/ f 1861 { i i H. Jerke, Chair
Weld County Clerk to the Bit_rd
PIM
D. asn, ProTem 17.
C (ut1t1anbttst the Boar• G/
Willia Garcia
APP AS T • Cwt
David E. Long y
unty Attorney �c---\)4.,__fa.
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Date of signature:
a/a0/68
Dougla Rademac r
2008-0399
TR0024
- OFFIC A Lr '
1111 PAYME TS ' =
A TIER C O MA, A. N V..n ". i
January 28, 2008
B. Renee Fielder
Assistant Treasurer
Weld County Treasurers Office
1400 N 17th Avenue
Greeley, CO 80631
Dear Ms. Fielder:
Please find enclosed three (3) executed copies of the Agreement between
Official Payments Corporation and Weld County. Once fully executed by the County,
please return a copy to me at the following:
Official Payments Corporation
177 Technology Parkway
Auburn, AL 36830
Attn: Michael A. Lawler
I appreciate your business.
Sincereelll
Michael A. Lawler
Senior Vice President
Enclosure
2008-0399
T, ludo(' ilk ,,y, nwh in') Al „e JO
•
ELECTRONIC TRANSACTION PROCESSING AGREEMENT
This Electronic Transaction Processing Agreement, including its exhibits, ("Agreement") is made and entered to by and
between Official Payments Corporation, a Delaware corporation ("OPC"), and Weld County Colorado("Agency").
OPC offers electronic check payment and processing transaction services and credit/debit card payment transaction services
through an Internet interface over the web and an interactive telephone voice response system ("IVR"). Agency collects
taxes, fines, fees and/or other types of monetary obligations from individuals and/or entities subject to its jurisdiction. Agency
desires to permit payment of amounts owed to it by means of electronic transactions through the OPC System and to hays
OPC perform certain related services as described below.
Agreement
1. DEFINITIONS. •
"Agency Designated Account" means the direct deposit/debit account(s) established and maintained by Agency at an ACF
receiving depository institution reasonably acceptable to OPC for payment of Citizen obligations and debit of Chargebacks
Return Transactions, fines and fees. Agency Designated Account is further described in Section 4.2.
"Agency Payment" means any payment that is owed by a Citizen to Agency and paid through a Payment Transaction.
"Card Services" means the services provided by OPC relating to credit card and/or pin-less debit card services provided it
accordance with this Agreement and as detailed in Section 2.2 of this Agreement inclusive of payment and electronic fund
transfer which enable Payment Transactions to be processed.
"Chargeback" means the reversal of a Payment Transaction previously credited to an Agency Designated Account.
"Citizen" means the person, business or entity who initiates and makes payment of the Agency Payment and Convenience
Fee through a Payment Transaction.
"Co- Brand" means an electronic transaction containing payment and identification data which is initiated by the Citizen of
the Agency website, then transferred to an OPC web page where the Citizen completes the transaction and is provided witl
a confirmation of the Payment Transaction.
"Co-Brand Plus" means an electronic transaction containing payment and identification data which is initiated by the Citizei
on the Agency website, then transferred to an OPC web page where the Citizen completes the transaction. The Citizen is
subsequently transferred back to the Agency web site along with confirmation of the Payment Transaction.
"Convenience Fee" means the fee charged to a Citizen by OPC for the convenience of Citizen making Agency Payments b
use of the Services. The convenience fee schedule is set forth in Exhibit A (electronic check) and Exhibit B (credit/deb
card).
"Electronic Check Services" means the services provided by OPC relating to electronic check services provided ii
accordance with this Agreement and as detailed in Section 2.1 of this Agreement inclusive of payment and electronic fund:
transfer that enable Payment Transactions to be processed.
"OPC Designated Account" means the direct deposit account(s) set up by OPC to receive payment of Convenience Fees
and any other fees owed to OPC.
"OPC System" means OPC's and its Suppliers' electronic payment processing system including but not limited to it
technology, hardware, software and equipment.
"Payment Transaction" means an electronic payment transaction initiated by a Citizen by electronic check or by credit/deb
card as provided below, at the OPC or Agency website or IVR, as applicable, and processed by OPC and/or its Supplier
under this Agreement.
"Representment" means a Return Transaction that was due to insufficient or uncollected funds that has been represented ti
Citizen's depository financial institution at the request of the Agency.
"Return Transaction" means a Payment Transaction that is unable to be processed by a Citizen's depository financiE
institution.
"Return Transaction Fee" means the fee charged to Agency pursuant to Section 4.1 and Exhibit A.
"Services" means the Card Services and/or Electronic Check Services provided by OPC and its Suppliers pursuant to thi≤
Agreement.
"Simple Transaction Processor" (STP) means an electronic transaction and return confirmation containing payment anc
identification data, initiated and received by the Citizen on the Agency website, without a link or transfer to an OPC wet
page.
"Suppliers" means OPC authorized vendors including, but not limited to, ACH processor(s).
2. PROVISION OF SERVICES. As part of the Services, OPC shall provide the following:
2.1 Electronic Check Services.
2.1.1 Provide Citizens with the opportunity to make Agency Payments by electronic check through an Internet interface
and through an IVR system.
2.1.2 Provide real time processing of electronic check transactions, validate the bank transit routing number, validate thi
ACH eligibility of the bank transit routing, determine that the dollar amount is below or equal to the maximum and above o
equal to the minimum specified by the Agency, validate checking account number for structure and validity and check agains
a negative file in an established proprietary database.
2.1.3 Create a transaction file and forward Payment Transactions to the Automated Clearing House (ACH), electronicall
debiting the Citizens bank account and crediting the Agency Designated Account.
2.1.4 Settle Agency Payments into The Agency Designated Account within 72 hours after completion of the Paymer
Transaction.
2.1.5 Confirm the dollar amount of each Agency Payment made by Citizens to be electronically debited from the Citizen'.
designated demand deposit account, and obtain the Citizen's authorization (electronic or otherwise) of such transaction pric
to initiating the transaction.
2.1.6 Provide the Citizen with electronic confirmation of the electronic check transaction and retain electronic chec
authorization logs and transaction records for such period of time as required by applicable law and the regulations of thi
National Automated Clearing House Association ("NACHA").
2.1.7 Arrange for a unique check descriptor for the Agency Payment that references the name of the Agency . Thi
description is used to identify payment transactions on the Citizens bank statement.
2.1.8 Provide Agency with a daily report detailing Payment Transactions and Chargeback transactions.
2.1.9 During the implementation process, provide Agency with OPC's standard disclosures for Agency's incorporation inti
the system for all STP transactions.
2.2 Credit/Debit Card Services.
2.2.1 OPC shall provide Citizens the opportunity to make Agency Payments by credit card and "pin-less" debit card
through both an interactive telephone voice response system ("IVR") and Internet interface.
2.2.2 OPC shall, on behalf of Agency, collect and process Agency Payments from Citizens using the American
Express Card, MasterCard', VISA', Discover' Card or other credit card mutually agreed upon by Agency and OPC
(each, a "Card").
2.2.3 OPC shall begin providing the Services to Citizens on a date to be mutually agreed upon by OPC and Agency.
2.2.4 Agency authorizes OPC to debit the Agency Designated Account in connection with (i) any"reversed" Card
transaction that is approved by an authorized representative of Agency and Official Payments, and (ii)any"Chargeback"
Card transaction that is initiated by a Citizen and approved by an authorized representative of OPC and the Card company.
OPC shall refund to the Citizen the corresponding Convenience Fee. The Agency agrees that it shall not refund in cash to a
Citizen any Agency Payment made by a Citizen using OPC Services.
2.2.5 OPC shall forward Agency Payment Transactions to the appropriate Card organizations for settlement to the
•
Agency Bank Account. OPC shall retain all Convenience Fees collected by it hereunder. In the event that OPC is unable to
collect all amounts owed by Agency hereunder through debiting the Agency Bank Account, Agency shall promptly pay all
owed amounts to OPC in immediately available funds.
2.2.6 OPC will confirm the dollar amount of all a Citizen's Agency Payment and the corresponding convenience fees to be
charged to his/her Card and obtain the Citizen's approval (electronic or otherwise) of such charges prior to initiating credit
authorizations.
2.2.7 OPC will provide Citizens with electronic confirmation of Card transactions.
2.2.8 For authorization purposes, OPC will electronically transmit all Card transactions to the appropriate Card-
processing center, in real time as the transactions occur.
2.2.9 OPC will retain Card authorization logs and transaction records for such period of time as required by applicable
law and the regulations of the respective Card organizations.
2.2.10 OPC will arrange for a unique line merchant descriptor for the Agency Payment that references the name of
Agency and arrange for a separate unique line merchant description for the Convenience Fee that references Official
Payments and the nature of the fee.
2.2.11 OPC will provide Agency with logos, graphics, and other appropriate marketing materials for Agency's use in its
communications with Citizens.
2.2.12 OPC will provide Agency with reports summarizing use of the Services by Citizens for a given reporting period.
3. AGENCY OBLIGATIONS. Agency obligations include the following:
3.1 Agency Credit/Debit Card and Electronic Check Obligations.
3.1.1 STP Transactions. This Section 3.1.1 shall only apply in the event Agency is using the Services via STP
transactions. Agency understands that STP transactions take place on the Agency website without link to the OPC web page.
Accordingly, Agency shall obtain and retain all records related to the initiation and authorization of transactions, including all
digital (click-wrap) or written authorizations for OPC to collect and/or initiate transactions utilizing the OPC System. Digital (or,
if applicable, written) copies of such records shall be delivered by Agency to OPC within fifteen (15) days of written request
by OPC and shall otherwise be retained by Agency for a period of at least two (2) years following the date of the transaction.
. Agency shall (i) incorporate the OPC standard disclaimers into its website, (ii) present such terms to each citizen for
viewing, (iii)allow citizens to print the terms for their records, (iv) require the citizen's affirmative electronic or written
agreement to the disclaimer terms prior to submitting the Payment Transaction, (v) keep written record of the citizen's
agreement to the disclaimer terms. OPC may change its standard disclosures from time to time with written notice to
Agency, and Agency shall incorporate such changes into the disclaimers within five (5) business days after its receipt of such
changes from OPC. Agency agrees to comply with the PCI security specifications attached as Exhibit C to this Agreement,
which are incorporated by reference and made a part of this Agreement.
3.1.2 If Agency is using Co-Brand, Co-Brand Plus, or STP application; Agency shall take all reasonable security
precautions within its system, hardware and software to prevent unauthorized or fraudulent use of the OPC System by
Agency, Agency employees and agents, and Citizens. OPC may, but shall not be required to, assign to Agency one or more
identification numbers or passwords for Agency's use in obtaining the Services. Once such identification number(s) or
password(s) have been delivered to Agency by OPC, the use and confidentiality of such numbers and/or passwords shall be
the sole responsibility of Agency.
3.1.3 With respect to all Chargebacks the Agency must allow direct debiting of the Agency's Designated Account for the
amount of Agency Payments previously settled into the Agency Designated Account.
3.1.4 Other than permitting OPC to charge the Convenience Fees in accordance with this Agreement, Agency will not
impose any surcharge or penalty on electronic check transactions made by Citizens under this Agreement.
3.1.5 If Agency requests a customized reporting format, Agency shall provide OPC with its desired reporting format
sufficiently in advance of the requested report delivery date. Customized reporting formats require OPC's prior written
approval.
3.1.6 Agency will not require, as a condition to making an Agency Payment, that a Citizen agree in any way to waive
such person's rights to dispute the transaction with their banking institution for legitimate reasons.
3.1.7 Subject to the restrictions of the section entitled "Intellectual Property", Agency will actively promote the Services to
its Citizens at its own expense. These promotions shall include publishing the relevant URL for the Official Payments
Website and relevant telephone number (as applicable) on all tax instruction booklets, tax preparer communications,
taxpayer information publications, citations and notices, and all related marketing materials. Agency will obtain OPC's
consent prior to publishing any materials that reference the Services or OPC, and Agency agrees to incorporate at
reasonable changes requested by OPC into any of the marketing materials to ensure (i) the correct usage of the OPC
trademarks and logos, (ii) the accuracy of the content, and (iii) reasonably acceptable graphics and presentation.
3.1.8 Agency shall be solely responsible, at their own expense, for acquiring, installing and maintaining all of its owr
equipment, software and data communication service, which is not a part of the OPC System.
3.1.9 Agency shall execute and deliver to OPC an ACH authorization agreement in the format provided by OPC tc
authorize electronic payments/debits to and/or from the Agency Designated Account, and any other certificates, instruments
or documents as required by applicable laws and regulations in order to consummate the transactions intended under thi5
Agreement. Agency will maintain and comply with applicable NACHA rules and regulations on behalf of itself, its employees
agents and Citizens.
3.1.10 Agency will promote the Services to its Citizens. These promotions shall include publishing the relevant telephone
number and URL for the Official Payments Website on all tax instruction booklets, tax preparer communications, taxpayer
information publications, citations and notices, as applicable, and all related marketing materials. Agency will obtain OPC's
consent prior to publishing any materials that reference the Services and/or OPC.
3.2 Agency Credit/Debit Card Specific Obligations.
3.2.1 If required by the credit card organizations, Agency will enter into all applicable merchant Card agreements and
fully adhere to the rules, regulations and operating procedures of the various Card organizations, including without
limitation, with respect to the use of specific Card logos and marks.
3.2.2 Agency will provide to OPC all necessary documents and correspondence in connection with Chargeback
transactions or other similar refund transactions.
3.2.3.1 Agency will establish a reasonable adjustment policy to accommodate adjustments that are required in the normal
course of Agency's daily operations.
4. FEES, TAXES, AND PAYMENTS.
4.1. Electronic Check Fees and Taxes. Agency shall pay OPC fees for Services in accordance with the rates set forth or
Exhibit A ("Fee Schedule"), which is incorporated into this Agreement by reference. . Agency fees are calculated on
monthly basis and are debited from the Agency Designated Account monthly in arrears by OPC or its Suppliers. In the even
that OPC incurs an increase in transaction processing fees, taxes or other increase in fees required by applicable law o
government or association regulation during the term of this Agreement, OPC may pass through such charges to Agency
Agency fees are subject to change by OPC after the initial term, upon thirty (30) days prior notice to Agency. Agency shal
pay to OPC, and during the term of this Agreement and for sixty (60) days thereafter OPC (or its Suppliers) may debit fron
the Agency Designated Account, any other amounts owed by Agency under this Agreement, including, but not limited to
chargebacks, deposit charges, refunds, fines (inclusive of those imposed by NACHA), Returned Transaction Fees, ACE
debits that overdraw the Agency Designated Account, and any other fines or liabilities incurred under this Agreement b
Agency. Any fees and charges or other liabilities owed by Agency and not paid when due shall bear interest of 1.5% pe
month until paid.
4.2 Credit/Debit Card Fees. OPC may charge Citizens a Convenience Fee for each Card transaction processed, to be
collected in addition to the corresponding Agency Payment as part of a unified Card transaction. A schedule of the
Convenience Fees for Credit/Debit card Payment Transactions is attached to this Agreement as Exhibit B, and OPC may
amend this schedule at any time upon prior written notice to Agency. Except for any fees to be paid by Agency as set forth it
Exhibit B, OPC shall not charge Agency a fee in consideration for OPC providing the Card Services to Citizens.
Enhancements to the Services or additional services not provided for in this Agreement, and any related fees payable by
Agency in connection therewith, will be mutually agreed upon by OPC and Agency.
4.3 Agency Designated Account. Prior to any Payment Transaction, Agency will establish an Agency Designated Accounl
and will provide OPC with the electronic record specifications necessary for funds settlement and the posting of Agency
Payment data related to payments. Agency shall maintain such account during the term of this Agreement and for at least 9(
days after expiration or termination for any reason. Agency agrees to maintain sufficient funds in the Agency Designated
Account to satisfy all fees, charges and other obligations of Agency under this Agreement. Agency authorizes OPC, its
assignee or its Suppliers to debit via ACH transfer, the Designated Account for any such amounts Agency owes OPC under
this Agreement. If the amount in the Agency Designated Account does not contain sufficient funds to cover fees and
obligations of Agency, Agency agrees to pay OPC the amount it owes under this Agreement upon demand, together with all
costs and expenses incurred to collect that amount, including reasonable attorneys'fees. The authority granted by this
Section shall survive the termination of this Agreement.
5. SUSPENSION; RESTRICTIONS. OPC may immediately suspend the Services or withhold Services or individual financial
settlements in the event(i) OPC has reason to believe there has been or may be a breach of security, fraud, or
misrepresentation in connection with the Services, (ii) continued provision of the Services would violate any applicable law,
government regulation or the NACHA rules and regulations, or(iii) the financial status or credit quality of Agency is
substantially diminished in the reasonable discretion of OPC. OPC will provide notice and opportunity to cure if practical,
depending on the nature of the event causing the suspension. In the event of a suspension under this Section 5, OPC may
require Agency to establish a reserve account or institute other mutually agreed restrictions prior to OPC restoring Services.
OPC shall have no liability for any suspension in accordance with the terms of this Section 5.
6. TERM AND TERMINATION.
6.1. Term. This Agreement shall be effective upon the date of full execution and has an initial term of 2 years ("Initial
Term"). This Agreement shall automatically renew for successive one year periods (a "Renewal Term"), unless either party
provides written notification to the other party of its decision not to renew this Agreement no later than 90 days prior to the
end of the then current term.
Termination.
6.2.1 Termination For Cause. Either party may terminate this Agreement for cause in the event of a material
breach by the other party, which breach is not cured within thirty(30) days after written notice of such breach
is provided to the other party.
6.2.2 Termination By OPC. OPC may terminate this Agreement at any time upon written notice to the Agency in
the event the provision of the Services hereunder is determined by Official Payments in its sole discretion to
violate any statute, regulation, rule, order or operating procedure enacted or promulgated by a governmental
or judicial authority of competent jurisdiction, NACHA(or any similar industry organization with authority over
the Services), or in the event that any statute, regulation, rule, order or operating procedure is enacted or
promulgated which effectively reduces or eliminates the fees charged by OPC.
6.2.3 Termination For Convenience. Either party may terminate this agreement for convenience upon 60 days
prior written notice to the other party.
7. ACCOUNT MONITORING; SECURITY. OPC and its Suppliers may monitor the use of Services or Payment Transaction
activity and investigate unusual or suspicious activity to the extent it is with reasonable discretion and in compliance with
applicable laws and government regulations, provided, that in no event does OPC assume any responsibility to discover
any possible breach of Agency's security or misuse of the Services. Agency and OPC shall immediately notify the other
if either discovers any breach of security. OPC shall have the right, at OPC's sole cost, to inspect Agency's operation,
system and web site to verify Agency's compliance with its security obligations. To the extent provided or permitted by
law, Agency shall be responsible for failure to use reasonable security precautions and for any fraud committed by its
employees, representatives and Citizens as a result such failure in connection with the use of the Services.
8. INTELLECTUAL PROPERTY. In order that Agency may promote the Services and OPC's role in providing the Services,
OPC grants to Agency a revocable, non-exclusive, non transferable, royalty-free license to use OPC's logo, trademarks
and other service marks (the "OPC Marks")for such purpose only, in a form as approved by OPC. Agency does not have
any other right, title, license or interest, express or implied, in and to any object code, software, hardware, OPC Marks,
service mark, trade name, trade dress, formula, OPC System, know-how, telephone number, telephone line, domain
name, URL, copyrighted image, text, script (including, without limitation, IVR or the OPC Website scripts) or other
intellectual property right of OPC (collectively"OPC Intellectual Property"). All such OPC Intellectual Property, and all
rights and title therein (other than rights expressly granted in this Agreement) are owned exclusively by OPC. Agency's
license to use any OPC Marks shall terminate upon the earlier of(a) the effective date of termination or expiration of this
Agreement, or(b) immediately, in the event of any breach of this section of the Agreement by Agency. Agency will not
utilize any OPC Intellectual Property in any manner that would diminish its value or harm the reputation of OPC. Agency
agrees that any use of the OPC Marks will conform to reasonable standards of acceptable use specified by OPC.
9. COMPLIANCE WITH LAWS, RULES AND REGULATIONS.
The parties shall comply with all applicable laws, rules and regulations of federal, state and local governmental authorities
and governing industry associations, including without limitation, Federal Reserve Regulation E (12 C.F.R. Part 205), the
rules of the NACHA, the Card company rules and regulations, and all applicable privacy laws and regulations, all of which are
incorporated herein by reference and made a part of this Agreement as if set forth in full herein. OPC may from time to time
establish reasonable rules, regulations and operational guidelines with respect to use of the Services by Agency, and Agency
agrees to be bound by and comply with such rules, regulations and guidelines thirty (30) days after delivery thereof tc
Agency, unless immediate compliance is required by law or regulation or otherwise agreed upon in writing by the parties.
10. WARRANTY AND DISCLAIMER.
10.1 Warranty. Each party represents and warrants that it has the full legal right, authority and power to enter into this
Agreement and perform its obligations hereunder and that the person who signs the Agreement for each party has full
authorization to bind the respective party. Agency shall provide to OPC the standard set up form for electronic check
transactions ("Agency Set Up Form") and deposit instruction form for Card transactions ("Electronic Deposit Instructions")
within ten (10)days of full execution of this Agreement. Agency represents and warrants to OPC that all information provided
in such form is current, correct and complete. Agency agrees to notify OPC in writing of any changes to such Agency
information within ten (10) days of such change.
10.2 Disclaimer. OPC and its Suppliers are providers of the Services, not insurers, and as such, Agency acknowledges
that electronic payment transactions and data processing involves the inherent risk of human and machine errors, omissions,
delays and losses including inadvertent loss or misstatement of data. OPC and its Suppliers do not, and cannot, control the
flow of data to or from the OPC System, which depends in large part on the Internet and third parties, including without
limitation connectivity/access providers. Accordingly, neither OPC nor its Suppliers warrant that the Services will be error
free, uninterrupted, and secure or virus free, and OPC and its Suppliers disclaim liability resulting from or related to such
events. Except as expressly provided for herein, the Services are provided "AS IS" and "AS AVAILABLE", and OPC and its
Suppliers make no other representations or warranties of any kind whatsoever, whether express or implied, by operation of
law or otherwise, including, without limitation, any implied or statutory warranties of merchantability or fitness for particular
purpose.
11. .
12. LIMITATION OF LIABILITY. OPC OR ITS SUPPLIERS SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL,
PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS,
REVENUE, DATA OR DAMAGES FROM LOSS OF USE OR DELAY, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, HOWEVER ARISING UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE,
CONTRACT, STRICT LIABILITY OR UNDER STATUTE), EVEN IF OPC HAS BEEN INFORMED IN ADVANCE OF THE
POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS OR DAMAGE. OPC'S TOTAL AGGREGATE LIABILITY FOR
DAMAGES FOR ANY ACTION ASSOCIATED WITH THIS AGREEMENT OR THE SERVICES PROVIDED SHALL IN NO
EVENT EXCEED THE AMOUNT OF THE CONVENIENCE FEE PAID TO OPC IN CONNECTION WITH THE PARTICULAR
PAYMENT TRANSACTION GIVING RISE TO DAMAGES HEREUNDER. The foregoing limitation of liability and exclusion of
certain damages shall apply regardless of the success or effectiveness of other remedies. Agency acknowledges that without
its agreement to the limitations contained herein, OPC would be compensated differently, and would charge Agency directly
for Payment Transactions. Notwithstanding anything to the contrary contained herein, OPC shall not have any liability for
delays in receipt or processing of Agency information or Payment Transactions due to causes beyond its reasonable control,
including, without limitation, failures or limitations on the availability of third party telecommunications or other transmission
facilities or Agency's or Citizen's failure to properly enter and/or transmit information.
13. CONFIDENTIALITY. The term "Confidential Information" shall mean any and all information which is disclosed by either
party to the other verbally, electronically, visually, or in a written or other tangible form which is either identified or should be
reasonably understood to be confidential or proprietary, including but not limited to this Agreement and the terms, conditions
and pricing contained herein, Agency and Citizen personally identifiable data, the OPC System, and OPC and Agency trade
secrets, computer programs, software formulas, inventions, techniques, marketing plans, documentation strategies, and
forecasts. Each party agrees that it will not make use of disseminate, or in any way disclose the other party's Confidential
Information to any person, firm or business, except as authorized by this Agreement and limited to the extent necessary for
performance of this Agreement, except that OPC may use information for tax collection and other purposes as specifically
permitted by federal or state law; may use personal information provided by Citizens to establish and maintain individual user
accounts requested to be established by such Citizens with OPC for purposes of the Services; and may use certain non-
personally identifiable transaction data and IVR and OPC Website traffic information which are compiled in aggregate for the
purpose of preparing and distributing statistical reports and for public company reporting purposes. Each party agrees that it
will disclose Confidential Information of the other party only to those of its employees and Suppliers who have a need to know
such information and who have agreed to be bound by the non-disclosure terms and conditions of this Agreement prior to
disclosure. Each party agrees that it will treat all Confidential Information of the other party with the same degree of care as it
accords its own confidential information, and each party represents that it exercises reasonable care to protect its own
confidential information. However, neither party has responsibility for safeguarding the Confidential Information of the other
party that is (i) publicly available, (ii) already rightfully in such party's possession and not subject to a confidentiality
obligation, (iii) obtained by such party from third parties authorized to make such disclosure, or(iv) independently developed
by such party without reference to or use of the Confidential Information of the other party. Notwithstanding the foregoing, the
party receiving Confidential Information shall not be in violation of this section with regard to a disclosure that was in
response to a valid order by a court or other governmental body, provided that the receiving party provides the other party
with commercially reasonable prior written notice of such disclosure in order to permit the other party to seek confidential
treatment of such information, and provided that the receiving party has been advised by legal counsel that such disclosure is
required by law, and such disclosure is limited to the minimum extent required by law. Within ten (10) business days
following the date of any termination of this Agreement or upon expiration, Agency agrees to return all confidential
information and materials provided by OPC to Agency. Furtnermore, OPC recognizes that Agency is a governmental entity,
and therefore subject to all requirements of federal and state disclosure statutes, and that Agency may be required to
disclose Confidential Information to third parties making requests for said disclosures under the authority of said statutes.
14. GENERAL PROVISIONS.
14.1 Entire Agreement; Severability; Waiver. This Agreement, together with the attached exhibits constitutes the entire
agreement between Agency and OPC with respect to the subject matter hereof, and supersedes any prior agreement, oral or
written, between Agency and OPC and/or its representatives(s) in connection with this Agreement. Agency agrees that the
failure of OPC to enforce any terms or conditions of this agreement is not a waiver of such or any other terms or conditions
herein contained. Except as explicitly provided by this Agreement, this Agreement may not be changed or amended except
by a writing executed by authorized representatives of both parties. If any provision herein is held to be invalid or
unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any
way. The parties agree to replace any invalid provision that most closely approximates the intent and economic effect of the
invalid provision.
14.2 Remedies. Except as otherwise expressly provided in this Agreement, all remedies available to either party are
cumulative and not exclusive, and termination, expiration or suspension shall not limit either party from pursuing other
remedies available at law or in equity.
14.3 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other
party, provided, however, that the foregoing shall not prohibit OPC from assigning this Agreement or its rights hereunder,
nor require the consent of the Agency, in connection with any change of control, corporate reorganization, merger or
consolidation of Official Payments. Any purported assignment, transfer, or delegation in violation of this Section shall be
null and void. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties and their respective successors and assigns.
14.4 Status of the Parties; Suppliers. The parties are independent contractors, and nothing herein shall be construed to
create a partnership, joint venture, franchise, employer-employee relationship by or between Agency and OPC. No party
shall have the authority to commit or bind any other party without such party's prior written consent. Agency acknowledges
and agrees that certain portions of the Services which enable Payment Transactions may be provided by OPC Suppliers,
including, but not limited to, processing and formatting of Payment Transactions and the debiting and crediting of the Agency
Designated Account in accordance with the terms of this Agreement.
14.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of
Colorado, excluding its conflicts of law rules. Exclusive jurisdiction and venue for any claim or action arising out of or
relating to this Agreement shall be in the state or federal courts located in the State of Colorado.
14.6 Notices. Except as expressly provided herein, all notices and other communications required or permitted hereunder
shall be given in writing and shall be delivered personally or sent by certified mail (return receipt requested), or by nationally
recognized overnight courier, and shall be deemed to have been delivered upon receipted delivery to the respective
addresses set forth below. Any party may change its address for notice by providing notice to all other parties as provided
herein. Notices to OPC shall be sent to:
Chief Operating Officer
Official Payments Corporation
2333 San Ramon Valley Boulevard, Suite 400
San Ramon, CA 94583
With a copy to:
General Counsel
Official Payments Corporation
th
10780 Parkridge Boulevard, 4 Floor
Reston, VA 20191
Notices to Agency shall be sent to.
14.7 Force Majeure. Official Payments shall not be considered in breach of or in default of any of its obligations under this •
Agreement, and shall in no way be liable to the Agency hereunder, to the extent its performance hereunder is delayed,
impaired or rendered impossible by acts of God, natural disasters, acts of terror, war, riots, fire, storms, quarantine
restrictions, floods, explosions, labor strikes, labor walkouts, extraordinary losses of utilities (including telecommunications
services), external computer"hacker" attacks, delays of common carriers or similar cause that are beyond OPC's reasonable
control.
14.8 Survival. Any Section of this Agreement that logically survives the expiration or termination of this Agreement shall
survive, including Sections 1, 3.1.1, 3.1.3, 4, 8, 11,12,13, and 14.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.
OFFICIAL PAYMENTS CORPORATION: AGENCY: Weld County Board of Commissioners
By: ! � -- By: v KGs.
Name: /fir / , GztrJ(er-- Name: William H. Jerke
Title: _Cea)or VP Title: Chair
Date: i/Z.e/n Date: 02/04/2008
Exhibit A Electronic Check Fee Schedule
Convenience Fees to be paid by the Agency
$ 0.65 per each Payment Transaction
Agency Fees to be charged to Agency by OPC:
$ 0.00 initial Agency set-up fee
Please indicate Agency option choice (check one):
Option #1
Option #2
Agency Option #1:
$5.00 as a Returned Transaction Fee for each Return Transaction.
Option #1 does not include a Representment option.
Agency Option#2:
$ n/a as a Returned Transaction Fee for each initial Return Transaction.
Option#2 includes one Representment.
Both parties initial here
•
Exhibit B
Credit/Debit Card Fee Schedule
2.50% with a minimum fee of $1 .00 all card types accepted
Both parties initial here
Exhibit C
PCI Security Requirements
(Applicable to Agency using STP Payment Processing Only)
PCI Data Security Standard is a set of requirements established by the Payment Card Industry to protect cardholder and
transaction data. These requirements apply to all Payment Card Industry members, merchants, and service providers that
store, process, or transmit cardholder data, and apply to all "system components", which is defined as any network
component, server, or application included in, or connected to, the cardholder data environment. Network components,
include, but are not limited to, firewalls, switches, routers, wireless access points, network appliances, and other security
appliances. Servers include, but are not limited to, web, database, authentication, DNS, mail,
proxy, and NTP. Applications
include all purchased and custom applications, including internal and external (web) applications.
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The Agency shall be responsible for Information Technology (IT) security for all personnel with access to the Agency
network, systems connected to the Agency network or those applications developed and/or operated by the Agency.
This includes but is not limited to information technology, hardware, software, and the management, operation,
maintenance, programming, and system administration of computer systems, networks, and telecommunications
systems.
Examples of tasks that require security provisions include but are not limited to acquisition, transmission or analysis of data
owned by Agency and/or OPC or access to Agency networks or computers at a level beyond that granted the general
public, e.g., bypassing the Agency firewall.
PCI standards require that Agency shall have a documented, implemented, and properly maintained IT Security Plan for the
duration of the Agreement.
This Plan shall describe the processes, procedures and training of personnel that will be followed to support the
appropriate security of IT resources that are developed, processed, or transmitted during this Agreement.
This Plan must address the security measures and safeguards that will be provided to support the privacy, confidentiality,
and integrity of sensitive information. It must address the protection mechanisms used for unauthorized access, alternation,
disclosure, or misuse of processed, stored, or transmitted information.
Agency shall have appropriate technical, personnel, administrative, environmental, and access safeguards; and operate
effectively and accurately.
Agency shall review all PCI technical and physical security requirements, and shall ensure that connections to all Agency
platforms, operating environments, and applications are protected to prevent unauthorized access and assure
accountability, availability, and integrity.
Both parties initial here
ATTEST: t , ,L 2 � •ARD OF COUNTY COMMISSIONERS
`�J D COUNTY, COLORADO
Weld unty Clerk to the oard 11.61 -1/42
D p ty Cl to the Board ��
William H. Jerke, Chair (02/04/2008)
• � � ��
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