HomeMy WebLinkAbout20040524.tiff RESOLUTION
RE: APPROVE E-PAYMENT TECHNOLOGY SERVICE PROVIDER AGREEMENT AND
AUTHORIZE CHAIR TO SIGN - EPOS 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 E-Payment Technology Service Provider
Agreement between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County,on behalf of the Weld County Treasurer,and EPOS Corporation,
commencing upon full execution of said agreement,and ending December 31,2004,and three full
years thereafter, 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 E-Payment Technology Service Provider Agreement between the County
of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,
on behalf of the Weld County Treasurer, and EPOS 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 18th day of February, A.D., 2004.
BOARD OF COUNTY COMMISSIONERS
W LD COUNTY, COLORADO
ATTEST: ��„l` L7411 dCLA b. uo
Dobert D. Masden, Chair
Weld County Clerk to theme �� ��.; ���
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BY: ecf , �F 4/ illiam H. rke, Pro-Tem
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Duty Clerk to the Boar`. ' Li � � �i ►r
M. J. eile
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David . LongD
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2004-0524
TR0023
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EPOS CORPORATION
E-PAYMENT
TECHNOLOGY SERVICE PROVIDER AGREEMENT
This Technology Service Provider Agreement("Agreement")is made and entered into this
18th day of February , 2004 ("Effective Date") by and between EPOS CORPORATION, an
Alabama Corporation, having offices located at 177 Technology Parkway, Auburn, Alabama 36830,
(hereinafter referred to as"EPOS"),and the Board of County Commissioners of the County of Weld, on
behalf of the Weld County Treasurer, having offices located at 915 10'h Street, Greeley, Colorado 80631,
(hereinafter referred to as"Customer"). EPOS and Customer may be referred to herein as the"Party"or
"Parties".
WITNESSETH
WHEREAS, EPOS has developed, manufactures and customizes hardware and software for interactive
voice response (IVR) and internet (WEB) solutions as a Technology Service Provider (TSP) which
services and products are collectively referred to in this Agreement as the"EPOS Services"or"Services";
WHEREAS, Customer wishes to procure such services for IVR and WEB solutions on a contractual
basis;
NOW THEREFORE, in consideration of the premises, covenants, and agreements contained herein, the
Parties agree as follows:
1. SERVICES AND PRICES
The IVR and WEB services, (the "Services") which EPOS shall provide as a TSP for
Customer are set forth in Schedule A; pricing is set forth in Schedule B; both of which are
hereto attached.
2. METHODS OF COMPENSATION
The method of compensation as is appropriate for the Services provided is set forth in
Schedule B:
3.MERCHANT AND ACH CHECK SERVICES
A) EPOS shall provide those merchant and ACH Check services which are required to fulfill
this Agreement as per the attached Schedule A. The pricing set forth in Schedule B shall
be in effect for the Term of the Agreement, provided that EPOS does not receive a
bonafide increase for merchant services from the credit/debit card issuer/issuers, in which
case Customer shall be immediately notified. EPOS and Customer shall negotiate in
good faith to adjust the pricing to reflect the increased cost of merchant services. Upon
this event, either Party may terminate the Agreement upon giving written notice to the
other Party.
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B) EPOS, as service provider: (i) assures Customer that all services rendered are in
complete compliance with this Agreement,including without limitation the conditions set
forth in Schedule C; and (ii) remains ultimately responsible for the Services provided
pursuant to this Agreement. In the event that a Customer Client disputes a credit card or
ACH check charge which was registered by means of the Services provided as per this
Agreement, such dispute shall be resolved by the Customer Client or Customer as is
appropriate,though EPOS. In the event that a credit is given to the Customer Client,the
same shall be deducted from funds transferred to Customer. Furthermore, in such
instances Customer Client shall also have the transaction fee credited back.
4. CONFIDENTIALITY
EPOS hereby pledges and covenants not to disclose,directly or indirectly, any information or
data pertaining to Customer's clients to any other party other than is required to perform the
Services to be provided under this Agreement unless required pursuant to state or federal law.
Moreover, information and data received by EPOS from Customer shall only be disclosed to
EPOS' employees who have a need to know in order to deliver the Services. All information
contained on magnetic media and/or transmitted by way of electronic media shall be
considered confidential whether or not such material is so marked.
5.AUDIT TRAIL
EPOS shall maintain accounting records pertaining to the Services provided to Customer.
Customer may, with EPOS' full cooperation, audit said accounting records at Customer's
discretion during EPOS' normal business hours on regular business days.
6.TERM
This Agreement shall be in effect from the Effective Date through December 31, 2004, and
three (3) full years (the "Initial Term") thereafter. This Agreement shall then automatically
be renewed for successive periods of one (1) year ("Successive Term") on each anniversary
hereof unless EPOS or Customer notifies the other in writing at least ninety(90)days prior to
the expiration date of the Initial or Successive Tenn of its intention not to renew this
Agreement.
7.EXCLUSIVITY
EPOS shall be Customer's exclusive Technology Service Provider for the Services
designated in Schedule A.
8. TERMS AND CONDITIONS
A) The terms and conditions set forth in this Agreement govern the purchase of the Services
and no terms and/or conditions stated on Customer's purchase order shall serve to amend
this Agreement regardless of whether or not Customer's purchase order was signed by an
employee of EPOS.
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B) Transaction fees, returned ACH check fees, and credits given to Customer Clients shall
be deducted by EPOS prior to the periodic transfer of funds to Customer. Funds shall be
transferred to Customer account as directed by Customer in writing to EPOS.
C) EPOS shall make its best effort to provide the Services on the delivery dates requested by
Customer, and acknowledged by EPOS. Delivery shall be deemed to have occurred
when EPOS delivers and Customer activates the Services for general client use. From
time to time, circumstances beyond EPOS' control may cause delays. Neither Customer
nor EPOS shall be under liability to each other by reason of non-performance or delay in
performance of any obligation hereunder caused by force majeure,to the extent that non-
performance or delay is attributable to such force majeure and only for the duration of the
force majeure and the effect upon its ability to perform its obligation hereunder. As used
herein the term "force majeure" shall mean and include but shall not be limited to any
acts of God,explosion, fire, flood,drought or perils of the sea or air,explosion,sabotage,
accident, embargo, riot, civil commotion, war or other hostilities, governmental or
parliamentary acts,regulations or orders,or delays caused by the other Party,or any other
circumstance of similar nature beyond the reasonable control of the Party so failing.
D) Customer shall in coordination with EPOS,evaluate the Services within fifteen(15)days
of providing the Services to Customer for acceptance. EPOS shall promptly correct any
discrepancies in the Services such that they are in compliance with the agreed upon
specifications thereof.
9. LIMITED WARRANTIES AND LIMITATION OF LIABILITIES
A) The Services provided to Customer are warranted to function in accordance with
specifications. Customer shall promptly notify EPOS of any deficiencies with the
Services which become evident. Upon notification to EPOS, and subject to the terms
hereof, EPOS will attempt to correct any deficiency as promptly as possible, without
additional charge.
B) THIS IS THE SOLE AND EXCLUSIVE WARRANTY BY EPOS WHICH APPLIES
OR SHALL APPLY TO THE SERVICES. NO ORAL OR VERBAL ADVICE OR
INFORMATION GIVEN BY EPOS, ITS AFFILIATES OR ITS OR THEIR AGENTS,
SERVANTS, EMPLOYEES, OR REPRESENTATIVES, SHALL CREATE A
DIFFERENT OR GREATER WARRANTY, AND CUSTOMER ACKNOWLEDGES
THAT IT MAY NOT RELY UPON ANY SUCH ORAL OR WRITTEN
COMMUNICATIONS TO CREATE OR ESTABLISH WARRANTY RIGHTS IN
EXCESS OF THE SOLE AND EXCLUSIVE WARRANTY HEREIN.
C) EPOS' LIABILITY SHALL BE LIMITED TO REPAIR OR CORRECTION OF THE
SERVICES OR REFUND OF THE FEES PAID TO EPOS DURING THE PRIOR SIX
(6) MONTH PERIOD FOR THE SERVICES, AS DETERMINED BY EPOS IN ITS
SOLE DISCRETION, WHICH SHALL BE THE SOLE AND EXCLUSIVE REMEDY
OF CUSTOMER AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN
EQUITY ARE WAIVED. EPOS SHALL NOT BE LIABLE FOR CONSEQUENTIAL,
INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST
PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN
TORT OR CONTRACT OR OTHERWISE. CUSTOMER ACKNOWLEDGES AND
AGREES THAT THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED.
EPOS SPECIFICALLY DISCLAIMS AND CUSTOMER SPECIFICALLY WAIVES
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THE IMPLIED WARRANTIES OF MERCHANTABILITY, CONFORMITY TO
MODELS OR SAMPLES,FITNESS FOR A PARTICULAR PURPOSE AND/OR ANY
WARRANTY, EXPRESS OR IMPLIED. EPOS' LIABILITY AND CUSTOMER'S
EXCLUSIVE REMEDY BEING EXPRESSLY LIMBED TO THE REPAIR OR
CORRECTION OF THE DEFECTIVE SERVICES OR A REFUND OF THE FEES
PAID TO EPOS DURING THE PRIOR SDI (6) MONTH PERIOD FOR THE
SERVICES,AS DETERMINED BY EPOS IN ITS SOLE DISCRETION.
10.INDEMNITY AND LIMITATION OF LIABILITY
A) EPOS either owns or has licenses for the software portion of the Services without
infringing on the rights of others. Customer agrees to promptly notify EPOS of the
institution of any litigation alleging infringement of any United States or foreign patent
arising from the use of any of the Services that are the subject of this Agreement.
B) So long as this Agreement remains in effect,EPOS shall 1)defend at its expense any suit
or proceeding brought against Customer to the extent it is based on an allegation that
EPOS' Services infringe any valid United States patents, trademark, service mark,
copyright, registered design, or registered design right, trade secret or know-how
belonging to another party, if EPOS is notified promptly of such claim in writing and
given full authority, information and assistance at EPOS' expense for the defense or
settlement of same, and (2) pay those damages and costs awarded therein against
Customer in the event said Services or portions thereof are held to constitute
infringement by court of competent jurisdiction.
C) If EPOS receives notice of an allegation that the Services infringe or misappropriate a
third party's intellectual property rights, or if Customer's use of any Services is
prohibited by permanent injunction of a court of competent jurisdiction as a result of such
an infringement or misappropriation, EPOS may, at its sole option and expense: a)
procure for Customer the right to continue using such Services as provided hereunder;b)
modify such Services so that they are no longer infringing; or, c) replace the Services
with other Services of equal or superior functional capability. If none of the foregoing is
in EPOS' determination commercially reasonable,EPOS shall have the right to terminate
the Services. If EPOS should choose to terminate the Services due to a third party claim
of infringement or misappropriation, EPOS shall refund to Customer the fees paid to
EPOS for those Services or portions thereof which constitute the basis of the termination.
D) Notwithstanding anything stated in this Agreement to the contrary: EPOS will not be
liable to Customer under any provision of this Agreement in any respect for any patent,
copyright, or trade secret infringement occurring while or after Customer's license to use
the allegedly infringing product or Service has expired or has been terminated. EPOS
shall not be liable for any such patent, copyright, or trade secret infringement relating to
Customer, to the extent that Customer is then in breach of its obligations to EPOS under
the express terms of this Agreement or any Master Agreement then in effect between
such parties. EPOS will not be liable under any provision under this Section if any
patent, copyright, or trade secret infringement or any other claim is based upon or caused
by (1) an addition to or alteration of the Services in question by anyone, (2) a use for
which the Services were not designed or specified by EPOS, (3) Customer's design
specifications or any data, information, drawings, manuals, script, etc. provided to EPOS
by Customer which has resulted in the infringement action, (4) any use or application to
which such Services are applied, to the extent that such use or application has been
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created or developed by any person or company other than EPOS, or to the extent that
such use application has been created or developed by EPOS with or from information,
data, design specifications, or other information provided by customer, (5) the
combination, operation or use of the Services with any other product or services not
provided by EPOS, to the extent that such combination, operation, or use results in the
loss, damage, claim or expense in question, (6) use of a superseded release of licensed
software if the infringement would have been avoided by the use of a current release of
the licensed software, (7) any use of licensed software comprising part of the Services
unless and until the final licensed software has been accepted by Customer and all
payment due to EPOS under this Agreement has been received by EPOS. Should any
claim of infringement be made against EPOS based upon (1) through (7) above,
Customer shall indemnify and hold harmless EPOS and its affiliates from all costs,
expenses,loss,damage or liability arising therefrom.
E) IN NO EVENT SHALL EPOS' TOTAL LIABILITY TO CUSTOMER UNDER OR AS
A RESULT OF COMPLIANCE WITH THE PROVISIONS OF THIS SECTION
EXCEED THE AGGREGATE SUMS PAID TO EPOS BY CUSTOMER FOR THE
ALLEGEDLY INFRINGING SERVICE(S)OR PORTION THEREOF.
F) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR
ANY THIRD PARTY FOR INCIDENTAL,INDIRECT, SPECIAL,PUNITIVE OR
CONSEQUENTIAL DAMAGES,INCLUDING BY,BUT NOT LIMITED TO ANY
LOSS OF BUSINESS, REVENUE OR PROFITS, LOSS OF USE OR DATA, LOSS
OF SAVINGS OR ANTICIPATED SAVINGS, LOSS OF INVESTMENT, LOSS
OF GOOD WILL OR COST OF CAPITAL OR LOSS OF EXTRA
ADMINISTRATIVE COST WHETHER OR NOT FORESEEABLE, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR
PERFORMANCE OF SERVICES OR INABILITY TO USE A SERVICE EITHER
SEPARATELY OR IN COMBINATION WITH OTHER SERVICES OR
PRODUCTS, WHETHER IN AN ACTION BASED ON CONTRACT OR TORT
INCLUDING NEGLIGENCE OR OTHER LEGAL THEORY.
11.INSURANCE
Without limiting either Party's right to indemnification, it is agreed that EPOS shall,
individually, at its own cost maintain during the Term of this Agreement, at least the
minimum insurance coverage as follows:
A) Comprehensive General Liability Insurance including coverage for Contractual Liability,
Products/Completed Operations Liability in an amount not less than One Million Dollars
($1,000,000)per occurrence,Two Million Dollars($2,000,000) annual aggregate,written
on an occurrence form and shall maintain such coverage for at least one(1)year from the
termination of this Agreement.
B) Professional Liability Insurance in an amount not less than One Million Dollars
($1,000,000) per occurrence, and shall maintain such coverage for at least one (1) year
from the termination of this Agreement.
Nothing in this Section 11 herein contained shall be construed as limiting in any way the
extent to which either Party may be held responsible to the other Party for payments of
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damages to person or property resulting from performance of the activities envisioned
under this Agreement.
12. NOTICES
All notices, requests and other communications to either Party hereunder shall be in writing
(including telex, telecopy or similar teletransmission or writing), and shall be given to such
Party at its address or applicable teletransmission number set forth below, or such other
addressor applicable teletransmission number as such Party may hereafter specify by notice
to the other Party. Each such notice, request or other communication shall be effective (i) if
given by telex, when such telex is transmitted to the telex number specified in this Section
and the appropriate answer back is received,(ii)if given by mail,five(5)Business Days after
such communication is deposited in the mails as Certified Mail, addressed as aforesaid, (iii)
if given by telecopy, when such telecopy is transmitted to the telecopy number specified in
this Section and the appropriate confirmation is received, or(iv)if given by any other means
(including, without limitation, by air courier), when delivered or received at the address
specified below:
NOTICES TO EPOS: NOTICES TO CUSTOMER:
EPOS CORPORATION WELD COUNTY TREASURER
P.O.BOX 3140 1400 N. 17th AVENUE
177 TECHNOLOGY PARKWAY GREELEY,CO 80631 _
AUBURN,AL 36831-3140
USA
ATTN: ED GRAF ATTN: CLAUD HANES
Contracts Administrator Weld County Treasurer
FACSIMILE: (334) 321-7285 FACSIMILE: (970)304-6435,ext. 3279
13.TERMINATION
This Agreement shall terminate at the end of the Term in the event that either Party notifies
the other Party per Section 6, Term, that it does not wish to extend the Agreement or at any
time that the Parties mutually agree, in writing, to terminate the Agreement. If either Party
shall breach the terms and conditions of this Agreement,that Party shall be notified in writing
by the other Party and shall have thirty(30)business days after receipt of notice to take action
to correct the breach. Failure of the Party in violation to take action to correct the breach
within said thirty (30) business days shall result, at the discretion of the other Party, in
termination of this Agreement at the expiration of the thirty(30) day period. Termination for
(a) commission of felony, fraud, or other such illegal acts; (b) attempted assignment of this
Agreement without prior written consent of the other Party; or(c)bankruptcy or execution of
a general assignment for the benefit of creditors or appointment of a receiver or trustee to
take possession of the other Party's assets shall be effective immediately upon notice thereof.
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__. ......._. ... .
To the extent that the provisions of this Agreement pertain to confidentiality, trade secrets,
taxes, and/or payment, same shall survive termination and both Parties agree to be bound
thereby beyond termination.
14. DUTIES UPON TERMINATION
Both parties agree that should this Agreement be terminated the welfare,security,and privacy
of Customer's Clients are of utmost concern. Upon termination and provided that Customer
is fulfilling its payment obligations hereunder, EPOS agrees that it will, upon Customer's
written request, still provide the Services to Customer for a period of sixty(60)days after the
termination of this Agreement (the "Transition Period") and cooperate in Customer's
transition of the Services to another provider. During the Transition Period, all of the terms
of this Agreement shall continue to apply except for the terms set forth in Section 7 of this
Agreement which shall not be in effect after termination. After termination, or if Customer
requests EPOS services during the Transition Period then after the end of the Transition
Period, each Party shall return to the other all information, data, programs, listings,
demonstration software, user's guides, magnetic media, and any other materials exchanged
by the Parties during the course of this Agreement. In addition, each Party shall certify in
writing that it has not retained any copies of any materials belonging to or furnished by the
other Party, and that any software provided by the other Party pursuant hereto has been
deleted from that Party's computer and no copies have been retained in any form. Customer
shall pay EPOS all sums due prior to date of termination. Both Parties agree to complete
these duties within thirty(30)days after termination.
15.INDEPENDENT CONTRACTOR
EPOS agrees to perform the Services hereunder as an independent Contractor to Customer,
and in no event shall EPOS or any of its Agents or Employees be deemed agents and
employees of Customer. Customer agrees to hold EPOS harmless from, and to indemnify
EPOS from and for the intentional acts,omissions,and/or negligence of Customer itself or its
agents, servants, employees, and/or representatives, which proximately results in property
damage or personal injury to any person or party, including but not limited to EPOS
personnel.
16. COMPLIANCE WITH LAWS
This Agreement is subject to applicable laws and executive orders relating to equal
opportunity and non-discrimination in employment. Neither Party hereto shall discriminate
in its employment practices or in its provision of public accommodations against any person
by reason of age, race, religion, color, sex, family status, handicap, disability, or national
origin. Both Parties agree to comply with laws and orders relating to the employment of the
handicapped, or disabled persons, the employment of veterans and the use of minority
business enterprises, as well as all other federal, state, county, and local laws, ordinances,
regulations and codes,to the extent the same are applicable hereto.
17.ASSIGNMENT
This Agreement, including all of its rights and obligations created hereunder, shall not be
assigned or transferred in any manner whatsoever (except upon transfer of majority
ownership of a Party's business by merger, or consolidation, in which case the Agreement
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may be assigned to the succeeding owner) unless with the prior written consent of the
opposite Party signed by an officer thereof. Subject to the foregoing,this Agreement shall be
binding upon and shall inure to the benefit of the Parties and their respective successors and
assigns.
18.TAXES
Customer shall be responsible for any national or local excise taxes, value added taxes, use
taxes,sales taxes, and any other taxes now or hereafter levied or imposed on the performance
of this Agreement or on the documentation and related services furnished hereunder. It shall
be Customer's responsibility to pay any taxes due in such instances. Customer may, at its
expense, challenge the applicability of any tax, to which it is liable hereunder, and EPOS
shall furnish Customer with reasonable assistance in connection therewith.
19. GOVERNING LAW
This Agreement shall be deemed to have been made in the State of Colorado and shall be
construed, interpreted, enforced and applied in accordance with the laws of the State of
Colorado,without reference to principles of conflicts of laws thereof.
20. WAIVER
Failure of either Party to enforce any provision of this Agreement shall not be considered a
waiver of that Party's right to enforce said provision or any other provision included herein.
21. SEVERABILITY
Should any provision of this Agreement be held illegal or unenforceable by a court of law,
and said provision reasonably prevents either Party from fulfilling its duties and obligations
under this Agreement,said provision shall be considered deleted from this Agreement and the
remainder of the Agreement shall continue in full force and effect.
22.NO WAIVER OF IMMUNITY
No portion of this Agreement shall be deemed to constitute a waiver of any immunities the
parties or their officers or employees may possess,nor shall any portion of this Agreement be
deemed to have created a duty of care which did not previously exist with respect to any
person not a party to this Agreement.
23.NO THIRD PARTY BENEFICIARY ENFORCEMENT
It is expressly understood and agreed that the enforcement of the terms and conditions of this
Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to
the undersigned parties and nothing in this Agreement shall give or allow any claim or right
of action whatsoever by any other person not included in this Agreement. It is the express
intention of the undersigned parties that any entity other than the undersigned parties
receiving services or benefits under this Agreement shall be an incidental beneficiary only.
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24. SCHEDULES AND EXHIBITS
All Schedules and Exhibits referred to herein form an integral part of this Agreement and are
hereby incorporated into this Agreement whenever reference is made to them and are,
attached hereto.
25.ENTIRE AGREEMENT
This Agreement supersedes any previous understandings or agreement, whether oral or
written,between the Parties and contains the entire Agreement between the Parties regarding
the subject matter herein. Any changes to this Agreement must be made in writing and
signed by duly authorized representatives of each Party, provided that it is not a change
required to meet credit card or ACH rules and regulations, in which case EPOS shall make
the required change or changes and promptly notify the other Party of the same.
26.ARBITRATION
Any dispute arising out of or related to this Agreement, which cannot promptly be resolved
by negotiation, shall be settled by binding arbitration in accordance with the
J.A.M.S/ENDISPUTE Arbitration Rules and Procedures, as amended by this Agreement.
The costs of arbitration, including the fees and expenses of the arbitrator, shall be shared
equally by the Parties unless the arbitration award provides otherwise. Each Party shall bear
the cost of preparing and presenting its case. The Parties agree that this provision and the
arbitrator's authority to grant relief shall be subject to the United States Arbitration Act, 9
U.S.C. 1-16 et seq. ("USAA"),the provisions of this Agreement and the ABA-AAA Code of
Ethics for Arbitrators in Commercial Disputes. The Parties agree that the arbitrator shall
have no power or authority to make awards or issue orders of any kind except as expressly
permitted by this Agreement, and in no event shall the arbitrator have the authority to make
any award that provides for special,incidental,exemplary,indirect,consequential,or punitive
damages. The arbitrator's decision shall follow the plain meaning of the relevant documents,
and shall be final and binding. The award may be confirmed and enforced in any court of
competent jurisdiction. All post-award proceedings shall be governed by the USAA.
27.ERRORS
Typographical and clerical errors on quotations and invoices are subject to correction.
28. HEADINGS
The headings of the sections of this Agreement are for convenience of reference only and do
no constitute part of this Agreement.
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29.COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which when
executed, will be deemed to be an original,but all of which together will constitute one and
the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to become effective on the
Effective Date of this Agreement.
CUSTOMER EPOS CORPORATION
CM,i( ak,
Signature Signature
Robert D. Masden, Chair Michael A. Lawler,President
Name and Title Name and Title
02/18/2004 d� /l3 /Ci
Date Da IE
ATTEST:
1861
Deputy Clerk to
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SCHEDULE A
TECHNOLOGICAL SERVICES TO BE PROVIDED
The IVR and Web hosted solution provides the following payment processing services:
• Web interface via open APIs based on TCP/IP sockets,web services,ASP,Java,etc.
• Inbound 1-800 number for IVR transactions.
• Payment acceptance via credit cards(Visa,MC,Discover,Amex,Visa/MC debit cards).
• Payment acceptance via electronic checks(ACH).
• Recurring billing.
• e-billing
• Seamless integration into Customer's existing web site(s).
• Client and Customer level web based reporting showing detail on card activity, breakdown on
IVR/WEB,breakdown on ACH/Credit Card,etc.
• Web based Customer configuration and management application.
• 24x7 Customer(partner)support.
• Batch or customized online transfer of payment information for entry into Customer's host systems.
For the above services,EPOS shall maintain at all times:
• Commercially reasonable security and verification procedures in order to prevent unauthorized access
of Customer's Client's accounts.
• Internet and telephony infrastructure necessary to support the payment processing services.
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SCHEDULE B
PRICING
In each Order submitted by Customer,Customer shall set forth: (i)the Services requested,and(ii)
the delivery date. EPOS' acceptance of the Order shall be deemed to be an acceptance of all the terms
contained therein.
The following shall apply:
1. SERVICE FEES
A. SETUP FEE
A setup fee of$0.00 will be charged and is due at contract execution.
B. TRANSACTION FEES
In addition to the amount collected for the Customer a transaction fee of 2.5% of the charged or
debited amount of each completed credit/debit card transaction shall be charged to the Customer
Client as a separate charge.
A transaction fee of$3.00 will be charged for each ACH transaction to the Customer Client.
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SCHEDULE C
SERVICE SPECIFICATION
1.) Specifications
This Service and associated hardware/software shall include the following components:
a.) FirstLine Encore IVR engine hosted in a secure EPOS environment with
emergency power backup 24/7.
b.) Both IVR and Web payment applications running according to industry standard
security requirements for funds transfers.
c.) EPOS hosted merchant account services operated and maintained according to
industry standard security requirements, governed by the VISA Cardholder
Information Security Program(CISP)5.5 program,National Automated Clearing
House Association (NACHA) Operating Rules,the Electronic Fund Transfer Act
(15 U.S.C. 1693 et seq.), and Regulations E(12 C.F.R. Part 205),as promulgated
by the Federal Reserve Board.
d.) Required IVR ports to access the payment service application residing on the
IVR server.
e.) Required telephone line and data transport facilities to meet the demands of the
End User Clients.
f.) EPOS data security procedures including multiple firewalls, intrusion detection
software, 128 bit encryption algorithms,and external security audits.
EPOS shall house and maintain the servers utilized to provide the Services pursuant to this Agreement
according to industry standard security requirements for confidential information and funds transfers.
Moreover, EPOS technical personnel shall be available 24/7 to ensure the availability of emergency
services.
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PO Box 3140
177 Technology Parkway
Auburn,AL 36831-3140
Tel 334-321-3767
Fax: 334-321-7285
www.epos.com
EPOS
February 13, 2004 I�f
Mr. Bruce Barker 7 2004
915 10th Street FEB
Greeley, CO 80632
AT ORNE,pUNry
s OFFICE
Subject: E-Payment Service Agreement
Dear Mr. Barker:
Please find enclosed three (3) signed copies of the E-Payment Service Agreement
per your request to Don Lewis.
We appreciate your confidence and look forward to working with you.
With best regards,
7J
Edward R. Graf
Contracts Administrator
Ian
Enclosure
2004-0524
Hello