HomeMy WebLinkAbout20250581.tiffResolution
Approve Amendment #6 to Agreement for Services for Motor Vehicle Self -Service
Kiosks and Authorize Chair to Sign — Intellectual Technology, Inc.
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 Amendment #6 to Agreement for Services
for the Motor Vehicle Self -Service Kiosks between the County of Weld, State of Colorado,
by and through the Board of County Commissioners of Weld County, on behalf of the
Clerk and Recorder's Office, and Intellectual Technology, Inc., commencing October 28,
2024, with further terms and conditions being as stated in said amendment, and
Whereas, after review, the Board deems it advisable to approve said amendment, 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 Amendment #6 to Agreement for Services for the Motor Vehicle
Self -Service Kiosks between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Clerk and Recorder's
Office, and Intellectual Technology, Inc., be, and hereby is, approved.
Be it further resolved by the Board that the Chair be, and hereby is, authorized to sign
said amendment.
The Board of County Commissioners of Weld County, Colorado, approved the above
and foregoing Resolution, on motion duly made and seconded, by the following vote on
the 3rd day of March, A.D., 2025, nunc pro tunc October 28, 2024:
Perry L. Buck, Chair: Aye
Scott K. James, Pro-Tem: Excused
Jason S. Maxey: Aye
Lynette Peppler: Aye
Kevin D. Ross: Excused
Approved as to Form:
Bruce Barker, County Attorney
Attest:
Esther E. Gesick, Clerk to the Board
cc :CR(cK/Rs)
03/12/25
2025-0581
CR0036
PASS -AROUND TITLE:
DEPARTMENT:
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
Motor Vehicle Kiosk Credit Card Reader Upgrade
C&R Motor Vehicle DATE: 02/18/2025
PERSON REQUESTING: Carly Koppes
Brief description of the problem/issue:
ITI, the manufacturer of the motor vehicle renewal kiosks is working with J.P. Morgan Chase Bank to upgrading the credit card readers. This will
enhance security of payment processing and provide additional options such as "Tap to Pay" functionality. ITI will work with J.P. Morgan Chase to install
Ingenico Self/3000 credit card readers. Currently there are three renewal kiosks located in two King Soopers in Weld.
What options exist for the Board?
Please sign the Submerchant Agreement Amendment so we can proceed with the upgrade.
Consequences:
The current credit card readers on the renewal kiosks are currently approaching end -of -life and will no longer be supported as of Q2 2025.
Impacts:
Customers will not be able to renew their license plates at the motor vehicle renewal kiosks which will result in Increased workload for all
three Weld County Motor Vehicle offices.
Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years:
No cost to Weld County.
Recommendation:
The Weld County Clerk and Recorder recommends that the Board grants approval for the Chair to sign the attached agreement.
Perry L. Buck.
Scott K. James
Jason S. Maxey
Lynette Peppier
Kevin D. Ross
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
2025-0581
3/3
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AMENDMENT 6 TO AGREEMENT FOR SERVICES
Amendment 6 to the Agreement for Services, effective as of October 28, 2024 ("Effective Date")(the
"Amendment"), between the Board of County Commissioners of Weld, State of Colorado, located at 1402 N.
17th Ave., PO Box 459, Greeley, CO, 80631 ("Agency"), and Intellectual Technology, Inc., a Delaware
corporation, having its principal place of business at 2980 E. Coliseum Blvd., Suite 100, Fort Wayne, IN
46805 ("Sub -Merchant", and together with Agency, the "Parties", and each, a "Party").
WHEREAS, the Parties have entered into an Agreement for Services, dated May 23, 2017 (as amended with
Amendment 1 on February 12, 2018, Amendment 2 on December 1, 2019, Amendment 3 on January 31,
2021, Amendment 4 on March 1, 2022, and Amendment 5 on February 21, 2024, the "Existing Agreement");
and
WHEREAS, the Parties hereto desire to amend the Existing Agreement to transfer the payment processing
services from LexisNexis to ITI with J.P. Morgan Chase Bank as the sponsoring bank on the terms and
subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions. Capitalized terms used and not defined in this Amendment have the respective
meanings assigned to them in the Existing Agreement.
2. Amendments. The following terms are added to the Existing Agreement:
(a) The Parties acknowledge that DMV is considered a merchant with respect to the credit
or debit card or check payments processed by the ITI solution and that ITI is processing such
payments through J.P. Morgan Chase. As such, DMV agrees that the fee and payment terms outlined
on Exhibit 1 will apply to this Agreement and relate to how credit, debit, or check payments will be
processed and paid to DMV.
(b) Member Bank Terms. If required by applicable Card Brand rules, in the event Sub -
Merchant processes greater than $1,000,000 in Transactions with a Card Brand in any twelve (12)
month period (or such other processing threshold as may be established by a Card Brand or Member
bank, respectively) and thereby becomes a "Commercial Entity," Sub -Merchant agrees to be bound
by the Member Bank terms and conditions set forth in Exhibit 2 to this Agreement.
3. All references in the Existing Agreement to ITI's preferred payment provider shall mean ITI
with J.P. Morgan Chase.
4. Limited Effect. Except as expressly provided in this Amendment, all of the terms and
provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and
confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein
will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a
waiver of or consent to any further or future action on the part of either Party that would require the waiver or
consent of the other Party. On and after the Effective Date, each reference in the Existing Agreement to "this
Agreement," "the Agreement," "hereunder," "hereof," "herein," or words of like import will mean and be a
reference to the Existing Agreement as amended by this Amendment.
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IN WITNESS WHEREOF, the Parties have executed this Amendment 6 as of the Effective Date.
BOARD OF COUNTY COMMISSIONERS
OF WELD, STATE OF COLORADO
("Agency")
By: /J,
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Name: Perry If. Buck MAR 0 3 2025
Title: Chair, Board of Weld County
Commissioners
Attest: deJ ,vjeitoi4
Esther E. Gesick, Clerk to the Board
By:
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Deputy Cler to the Board
INTELLECTUAL TECHNOLOGY, INC.
("Sub -Merchant")
By: [Signed by:
Vvs v*/ Mdai SmA.
Name: fleWITAialson
Title: Chief Executive Officer
2625-051
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Exhibit A
Payment Services
These terms govern Sub -Merchant's use of the Payment Services provided by ITI, a payment facilitator registered by
JPMorgan Chase Bank, N.A. with the Card Brands. Member Bank's responsibilities are limited to the sponsorship and
settlement of Transactions as set forth herein. If there is any conflict between the terms of this Agreement and any other
agreement Sub -Merchant has with ITI, then to the extent such terms apply to the Payment Services, the terms of this
Agreement will control.
Definitions. Terms that are not defined within the paragraphs of this Agreement or the Schedules shall have the
following meanings:
ACH means a national automated clearing house system and an electronic fund transfer made through an ACH.
Authorization means an approval or the act of obtaining an approval through a Card Brand for an individual
Transaction.
Brand Marks means the trade name, trademark, service mark, and logo of each Card Brand.
Card means a valid credit, debit, charge, stored value, or payment card issued under license from a Card Brand,
including physical, electronic, and virtual devices used to access -a Card Brand.
Card Brand means Mastercard International Incorporated, Visa Inc., Discover Financial Services, American Express
Company, each including applicable subsidiaries, and any other payment card associations supported by ITI.
Cardholder means any person authorized to use a Card.
Cardholder Data means all information that a Cardholder provides in the course of completing a Transaction with
Sub -Merchant, including Card numbers and expiration dates, account numbers, and other personal Cardholder
information.
Chargeback means any reversal, return, or invalidation of a Transaction (or portion of a Transaction) through a Card
Brand.
Fee(s) means any and all of the fees, charges, or costs charged to Sub -Merchant as specified in the Agreement,
including, but not limited to, the fees, liabilities, charges, costs, or amounts owed for the Payment Services.
Law means all applicable federal, state, and local laws, statutes, regulations, rules, ordinances, codes, and court orders,
and all applicable regulatory orders, directives, and guidance that govern or affect this Agreement or the subject matter
hereof.
Location means each separate location or website operated by Sub -Merchant where or for which Sub -Merchant
accepts Card payments, provided that each Location must operate under the same employer identification number or
tax identification number as Sub -Merchant.
Agreement means the agreement for services provided by ITI to Submerchant.
Member Bank means a bank that is authorized by the Card Brands to provide sponsorship services in connection with
this Agreement. As of the commencement of this Agreement, Member Bank is JPMorgan Chase Bank, N.A. Member
Bank may be changed at any time without prior notice to Sub -Merchant.
Payment Services means the services that allow Sub -Merchant to accept Cards for payment in connection with Sub -
Merchant's sale of goods or services. ITI's involvement in, and responsibility for, any underlying sale of goods or
services by Sub -Merchant is provided in the Master Agreement. Sub -Merchant agrees that all disputes between Sub -
Merchant and any Cardholder relating to a Transaction will be settled between ITI and the Cardholder.
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Processor means a payment processor that supports the Payment Services through its contracts with the Card Brands.
As of the commencement of this Agreement, Processor is Paymentech, LLC, a wholly owned subsidiary of J.P. Morgan
Chase. Processor may be changed at any time without prior notice to Sub -Merchant.
Regulatory Authority means any federal, state, or local government or any agency, board, commission, court,
department, or division thereof, having jurisdiction, supervisory authority, or enforcement powers over any party to this
Agreement, but which does not include any Card Brand.
Rules means the bylaws, operating rules, regulations, policies, and procedures of any applicable Card Brand, including
where applicable, the Payment Card Industry Data Security Standard, the Visa Cardholder Information Security
Program, the Mastercard Site Data Protection Program, the Visa and Mastercard Data Security Standards, and the
American Express Data Security Requirements.
Settlement Account means an open checking account at a financial institution approved by ITI and J.P. Morgan Chase
that can be accessed through ACH to receive settlement of Transaction funds and process Chargebacks or other
liabilities as required by this Agreement.
Third Party Agent or TPA means any entity engaged by Sub -Merchant to perform contracted services on behalf of
Sub -Merchant.
Transaction means a Card transaction between Sub -Merchant and a Cardholder that relates to the sale of Sub -
Merchant's goods or services to the Cardholder.
Transaction Funds means the funds received by Processor and Member Bank for payments made by Cardholders to
Sub -Merchant for Transactions.
REQUIRED INFORMATION.
To help the government fight the funding of terrorism and prevent money-laundering, ITI, Processor, Member Bank, or
the Card Brands may obtain, verify, and record information that identifies Sub -Merchant. To permit ITI, Processor,
Member Bank, or the Card Brands to comply with the Rules and Law, Sub -Merchant will, upon request, provide the
documentary and other evidence of Sub -Merchant's identity. Sub -Merchant agrees that ITI, Processor, Member Bank,
and the Card Brands may disclose such information as required to comply with their obligations under Law.
Sub -Merchant agrees that all information Sub -Merchant provides to ITI is and will be accurate and complete, and Sub -
Merchant agrees to keep such information up to date. Upon request, Sub -Merchant will provide the current addresses of
all Locations
CARD ACCEPTANCE AND CARD ELECTION
ITI on Sub -Merchant's behalf will honor any valid Card properly tendered by a person asserting to be the Cardholder.
ITI on Sub -Merchant's behalf will obtain an Authorization for each Transaction and include the Authorization when
transmitting each Transaction. Authorizations are not a guarantee of acceptance, do not waive any provision of this
Agreement, and do not otherwise validate a fraudulent Transaction or a Transaction involving the use of an expired
Card. ITI, Processor, or Member Bank may refuse to authorize any Transaction.
All Transactions are subject to audit and verification by ITI, Processor, or Member Bank. All credits provided to Sub -
Merchant are as permitted and in accordance with the Rules, irrespective of whether a Transaction is returned or
reversed by the Card issuer. ITI on Sub -Merchant's behalf will retain a copy of the sales transmittal for each completed
Transaction in accordance with the Rules and Law. Upon request by Processor or Member Bank, ITI on Sub -
Merchant's behalf will provide copies of sales transmittals and other Transaction evidence.
Compliance with the Rules and Law
Compliance. Sub -Merchant agrees to comply with these terms, the Rules, and Law. In the event ofany conflict
between these terms and the Rules, the Rules will prevail. Sub -Merchant agrees that it is responsible for its employees'
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actions. Sub -Merchant agrees to cooperate with ITI, Processor, and Member Bank in monitoring of compliance with
these terms. ITI, Processor, or Member Bank, each in its sole discretion, may suspend or delay processing Transactions
to investigate suspicious or unusual activity upon notice to Submerchant or as required by legal authorities. ITI,
Processor, or Member Bank, each in its sole discretion, may reverse any Transaction that violates these terms, the
Rules, or Law. ITI and Sub -Merchant must maintain compliance with applicable PCI DSS requirements. Further, Sub -
Merchant must notify ITI of any vendor of Submerchant who has access to Cardholder Data and must also require such
vendor to comply with PCI DSS requirements.
Prohibitions. Sub -Merchant must not submit any Transaction that the Sub -Merchant knows or should know violates
Law or the Rules.
Audit. Sub -Merchant agrees to cooperate in any legal audit, examination, or investigation as maybe required by a Card
Brand or Member Bank due to an actual or suspected security event.
Settlement and Transaction disputes
Settlement. Sub -Merchant agrees that ITI will maintain a Settlement Account on Sub -merchant's behalf to receive
Transaction Funds. Transaction Funds, less any amounts ITI is authorized to deduct or withhold under the Agreement,
will be remitted to Sub -Merchant by ACH to the Settlement Account in accordance with the payment terms in the
Agreement. Amounts owed to Sub -Merchant will be calculated based on records maintained by Sub -merchant. Sub -
Merchant authorizes ITI to initiate ACH entries to the Settlement Account, which authorization will remain in full force
and effect until thirty (30) days after ITI receives written notice from Sub -Merchant of termination of the ACH
authorization. Sub -Merchant is responsible for promptly and consistently inspecting Sub -Merchant's Transaction and
settlement history, and Sub -Merchant must immediately report any possible errors to ITI.
Transaction Disputes. If a Cardholder disputes a Transaction, if a Transaction is charged back for any reason, ITI
accepts responsibility for such costs and Submerchant agrees to help investigate cases where ITI believes the
Chargeback may be in error or invalid.
Fees
Sub -Merchant authorizes and directs ITI and Processor to deduct and set off from Transaction Funds any fees and other
amounts that ITI is entitled to under the Agreement, and Sub -Merchant understands that the Transaction Funds
Processor remits to Sub -Merchant will be net of these amounts. In the event that any set off against Transaction Funds
is not sufficient to cover the fees and other amounts owed under this Agreement, Sub -Merchant agrees that ITI or
Processor will invoice Sub -merchant to the Settlement Account or Reserve Account for such amounts.
Data and Security
Data Ownership. No Cardholder Data will be owned by ITI. ITI will use Cardholder data only to (i) provide Sub -
Merchant's products and services, (ii) comply with the Rules and Law, and (iii) assist law enforcement agencies by
responding to requests for the disclosure of information in accordance with Law.
Data Security. The Parties agree that the Payment Services must be provided through secure systems for maintaining,
accessing, processing, and transmitting Cardholder Data or Transaction information to ITI, Processor, and Member
Bank. All such systems comply with the Rules and will undertake any required self -assessments, audits, and web
infrastructure scans. All media containing Cardholder Data or Transaction information will be maintained in a secure
manner and destroyed in a manner that will render the data unreadable all such media that is no longer necessary or
appropriate to store. All use and storage of Cardholder Data will comply with the obligations under Law and PCI
Service Provider Level One regarding the confidentiality, use, and disclosure of such Cardholder Data.
Data Use. All Laws related to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding,
security (both technical and physical), disposal, destruction, disclosure, or transfer of data (including Cardholder Data)
will be complied with. Industry best practices and PCI Service Provider Level One regarding continuity procedures and
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systems will be maintained to ensure security of Cardholder Data and Transaction information in the event of a
disruption, disaster, or failure of any data storage system or facility.
SUSPENSION OF PAYMENT SERVICES
ITI may immediately cease providing the Payment Services, without prior notice, if (i) ITI is required to do so by
Processor, Member Bank, any Card Brand, or any Regulatory Authority; (ii) ITI's agreement with Processor or
Member Bank terminates; (iii) ITI is deregistered by any Card Brand; or (iv) Member Bank ceases to be a member of
the Card Brands or to have the required licenses. In addition, to ensure that payment processing services will not be
impeded, ITI may at its option elect to suspend direct Payment Services and transfer Sub -Merchant to an alternative
payment processing solution made available by ITI through its relationship with a third -party payment processor. If ITI
transfers Sub -Merchant to VitalChek Payment Network Inc., then the terms of in the Agreement related to that
processor will apply upon such transfer.
LIABILITY AND LIMITATIONS
ITI's cumulative liability to Sub -Merchant is limited to direct damages and in all events will not exceed in the
aggregate the amount of compensation actually received by ITI for the Payment Services during the six (6) month
period immediately preceding the event that gives rise to the claim of liability. This limitation of liability will not apply
to claims against ITI for failure to remit Transaction Funds in accordance with the Fees section, in which case ITI's
liability will be limited to the amount of any Transaction Funds that ITI failed to transfer to Sub -Merchant as required
by this Agreement.
IN NO EVENT WILL ITI BE LIABLE TO SUB -MERCHANT FOR SPECIAL, INCIDENTAL, INDIRECT,
CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR ANY INTERRUPTION OR LOSS OF USE, DATA,
BUSINESS, OR PROFITS, WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE OR
PROCESSOR WAS ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF WHETHER ANY
LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
ITI PROVIDES THE PAYMENT SERVICES "AS IS" AND "AS AVAILABLE". EXCEPT AS EXPRESSLY
STATED AS A "WARRANTY" IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY
LAW, ITI DOES NOT MAKE ANY, AND ITI SPECIFICALLY DISCLAIMS, ALL WARRANTIES OF ANY
KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE WITH RESPECT TO THE PAYMENT
SERVICES PROVIDED HEREUNDER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ITI
DOES NOT GUARANTEE OR WARRANT THAT THE PAYMENT SERVICES WILL BE UNINTERRUPTED OR
ERROR -FREE.
Sub -Merchant shall be responsible for losses, damages, costs, or expenses arising or resulting from (i) Sub -Merchant's
misrepresentation or breach of warranty, covenant, or any provision under this Agreement; or (ii) Sub -Merchant's or
Sub -Merchant's employees', agents' fraud, gross negligence, willful misconduct or failure to comply with applicable
law and this Agreement. Sub -Merchant is responsible for reimbursing Payment Facilitator for applicable Card Brand
fines and assessments that result from Sub -Merchant's actions or inactions.
ADDITIONAL TERMS FOR AMERICAN EXPRESS
Submerchant authorizes ITI to submit Transactions to and receive settlement from American Express on
Submerchant's behalf.
ITI may collect and disclose Transaction data, Sub -Merchant data, and other information to American Express.
American Express may use such information to perform its responsibilities in connection with American Express Card
Acceptance, promote the American Express Network, perform analytics and create reports, and for any other lawful
business purpose, including commercial marketing communications purposes within the parameters of American
Express Card Acceptance, and important transactional or relationship communications from American Express.
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American Express may use the information obtained in the American Express Card Acceptance application at the time
of setup to screen and/or monitor Submerchant in connection with Card marketing and administrative purposes.
These terms confer third party beneficiary rights in American Express for enforcing these terms. They impose no
obligations on American Express.
GENERAL PROVISIONS
Merchant Resources. Rules may be downloaded at (i) Mastercard:
http://www.mastercard.com/us/merchant/support/rules.html; and (ii) Visa:
https://usa.visa.com/support/merchant/library.html.
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Exhibit B
Member Bank Terms and Conditions
This Commercial Entity Merchant Agreement (this "Agreement") applies to all merchants that (a) use Intellectual Technology
Inc.'s ("TP3' s") service (the "Service") for the acceptance of credit or debit card payments; and (b) are considered "Commercial
Entities" as defined by Visa, Inc. and MasterCard International, Inc. (collectively, the "Card Brands"). Contingent and effective
upon being considered a Commercial Entity, the merchant ("Merchant") is entering into this Agreement with JPMorgan Chase
Bank, N.A. (the "Member"), and Paymentech, LLC (a subsidiary of JPMorgan Chase) ("Paymentech"), to govern the
authorization, conveyance and settlement of Transactions utilizing the Service. Upon execution of an agreement to which this
Agreement is an exhibit, Merchant is fulfilling the Card Brand Rules requiring a direct contractual relationship between the
Member and Merchant, and Merchant is agreeing to comply with Card Brand Rules as they pertain to payments Merchant
receives through TP3. Certain capitalized terms are defined in Section 12 below. Capitalized terms not otherwise defined herein
have the respective meanings given them in the TP3 Terms of Service. Paymentech shall be a third -party beneficiary of, and
may enforce any provisions of, or cease providing credit card processing services under, the TP3 Terms of Service between
Merchant and TP3.
1. MERCHANT'S ACCEPTANCE OF PAYMENT CARDS.
1.1 Payment Card Acceptance Policies and Prohibitions.
Merchant shall be provided guidelines which prescribe:
(a) accept all categories of Visa and MasterCard Payment Cards,
(b) honor all foreign bank -issued Visa or MasterCard Payment Cards; and
(c) provide the Purchaser with a Transaction Receipt for each Transaction. All Transaction Receipts must conform to
applicable law and the Card Brand Rules.
Except to the extent permitted by law or the Card Brand Rules, Merchant must
(d) engage in any practice that unfavorably discriminates against or provides unequal treatment of any Card Brand relative
to any other Card Brand;
(e) set a dollar amount above or below which Merchant refuses to honor otherwise valid Payment Cards;
(f) issue a refund in cash or a cash equivalent (e.g. checks) for any Transaction originally conducted using a Payment Card;
(g) request or use a Payment Card account number for any purpose other than to process a payment for goods or services
sold; or
(h) add any tax or surcharge to a Transaction; if any tax or surcharge amount is permitted under the Card Brand Rules and
applicable law, such amount shall be included in the Transaction amount and shall not be collected separately.
1.2 Card Brand Rules.
Merchant agrees to comply with:
(a) all applicable Card Brand Rules in effect from time to time; and
(b) such other procedures as Paymentech may from time to time prescribe for the creation or transmission of Transactions.
1.3 Requirements for Certain Transactions.
Merchant represents, warrants, and covenants that, to the best of its knowledge, each Transaction:
(a) represents payment for or refund of a bona fide sale or lease of the goods, services, or both, which Merchant has the
legal right to sell and which is provided by Merchant in the ordinary course of its business;
(b) is not submitted on behalf of a third party;
(c) represents a current obligation of the Purchaser solely for the amount of the Transaction;
(d) does not represent the collection of a dishonored check or the collection or refinancing of an existing debt;
(e) represents goods that have been provided or shipped, or services that have actually been rendered, to the Purchaser;
(f) is free from any material alteration not authorized by the Purchaser;
(g) or the amount thereof, is not subject to any dispute, setoff, or counterclaim;
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(h) if such Transaction represents a credit to a Purchaser's Payment Card, is a refund for a Transaction
previously submitted; and
(i) complies with the terms of this Agreement, applicable laws and all applicable Card Brand Rules.
2. AUTHORIZATIONS. Merchant is required to obtain an authorization code through Paymentech for each Transaction.
Paymentech reserves the right to refuse to process any Transactions presented by Merchant unless it includes a proper
authorization.
3. REFUND AND ADJUSTMENT POLICIES AND PROCEDI IRES: PRIVACY POLICIES.
3.1 Merchant must:
(a) maintain a refund policy in accordance with the Card Brand Rules; and
(b) disclose all refund policies to Paymentech and to Merchant's Purchasers.
3.2 Policies for Ecommerce Merchants. Merchant must (subject to subsection (c) below):
(a) display the following on each electronic commerce website:
i. all refund policies;
ii. its Purchaser data privacy policy;
iii. a description of its security capabilities and policy for transmission of Payment Card Information; and
iv. the address of Merchant's fixed place of business (regardless of website or server locations); and
(b) offer its Purchasers a data protection method such as 3-D Secure or Secure Sockets Layer (SSL).
(c) Subsections (a) and (b) of this Section shall apply in the event that Merchant is an Electronic Commerce Merchant
(as defined in the Card Brand Rules and such Merchant engages in Electronic Commerce Transactions (as defined
under the Card Brand Rules).
4. CI-IARGEBACKS.
4.1 Chargeback Reasons. Merchant is liable for all chargebacks.
4.2 Responding to Chargebacks. If Merchant has reason to dispute or respond to a chargeback, then Merchant must do
so by the date provided an the applicable chargeback notice. If Merchant misses the chargeback due date, Paymentech
has no obligation to investigate or attempt to obtain a reversal or other adjustment to any chargeback on Merchant's
behalf. Upon receiving a chargeback Merchant may resubmit the applicable Transaction for a second presentment if
permitted by the Card Brand Rules.
4.3 Excessive Chargebacks. If Merchant is receiving an excessive amount of chargebacks, in addition to Paymentech's
other remedies under this Agreement, Paymentech may terminate this Agreement and cease providing processing services.
5. DISPLAY OF CARD BRAND MARKS. Merchant is authorized to use the Visa and MasterCard names, logos, or marks
only at the point of sale, on Merchant's promotional materials, and on Merchant's website to indicate that Visa and
MasterCard cards are accepted payment methods for the purchase of goods or services from Merchant through its use of
the Service.
6. TERM AND TERMINATION.
6.1 Term. This Agreement is effective upon the date Merchant becomes a Commercial Entity and continues so long
as Merchant uses the Service or until sooner terminated by Merchant or Paymentech. This Agreement will terminate
automatically upon any termination or expiration of Merchant's agreement with TP3. This Agreement may be terminated
by Paymentech at any time (a) based on a breach of any of Merchant's obligations under this Agreement; (b) based on
a breach of any of Merchant's obligations under Merchant's agreement with TP3; or (c) based on the termination of the
payment processing relationship between TP3 and Paymentech.
6.3 Post Termination. If this Agreement is terminated by Paymentech, Merchant acknowledges that Paymentech may
be required to report Merchant's business name, and information about its principals, to the Card Brands, and Merchant
expressly agrees and consents to such reporting. The termination of this Agreement will not affect either party's rights or
obligations with respect to Transactions submitted prior to termination. Therefore, the provisions governing processing
and settlement of Transactions, all related adjustments, fees, and other amounts due from Merchant, and the resolution of
any related chargebacks, disputes, or other issues involving Transactions, will continue to apply for all Transactions made
prior to termination.
7. JNDEMNIFICATION. Paymentech agrees to indemnify and hold Merchant harmless from and against all losses,
liabilities, damages and expenses arising from our or our employee's gross negligence or willful misconduct in
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connection with this Agreement. Merchant agrees to indemnify Paymentech, Member, the Card Brands, and their
respective affiliates, officers, directors, employees, agents, and sponsoring banks from any losses, liabilities, and damages
of any and every kind (including, without limitation, Paymentech's costs, expenses, and reasonable attorneys' fees) arising
out of:
(a) any breach of any warranty, covenant or agreement or any misrepresentation by Merchant under this Agreement;
(b) Merchant's or its employees' negligence or willful misconduct;
(c) any assessment, fine, or penalty imposed on Paymentech or the Member, and any related loss, cost, or expense
incurred by Paymentech or the Member; and
(d) any claim, complaint, or chargeback:
i. made or claimed by a Purchaser with respect to any Transaction submitted by Merchant, Merchant's provision
of goods and services to Purchasers, or Merchant's use of the Service;
ii. caused by Merchant's noncompliance with this Agreement, applicable law, or the Card Brand Rules
(including, without limitation, any breach of a representation or warranty made by Merchant or Merchant's
failure to comply with PCI-DSS);
iii. resulting from any voluntary or involuntary bankruptcy or insolvency proceeding by or against Merchant; or
iv. related to Paymentech's reporting of Merchant, or any person owning or controlling Merchant's business, to
the Card Brands for inclusion in one or more databases of terminated or high -risk merchants maintained by
the Card Brands.
8. PAYMENT CARD INDUSTRY COMPIJANCF,.
Merchant must f(:
(a) disclose Payment Card Information, except:
i. to select employees, agents, and contractors on a "need to know" basis, solely for the purpose of assisting
Merchant in completing a Transaction or otherwise complying with this Agreement; or
ii. as specifically required by PCI-DSS, Card Brand Rules, or applicable law;
(b) use Payment Card Information, except:
i. to complete a Transaction; or
ii. as specifically permitted by this Agreement, PCI-DSS, Card Brand Rules, or applicable law; and
(c) sell, transfer, or disclose to third parties any materials that contain Transaction or Payment Card Information in
the event of Merchant's failure, including bankruptcy, insolvency, or other suspension of business operations.
Merchant must:
(a) comply with the PCI-DSS, Card Brand Rules, and all applicable laws relating to the security, storage, and
disclosure of Transactions and Payment Card Information;
(b) notify Paymentech immediately if Merchant determines or suspects that Transactions or Payment Card Information
has been compromised and assist Paymentech in providing notification to all interested parties as may be required
by law or Card Brand Rules, or as Paymentech otherwise reasonably deems necessary;
(c) cooperate with any forensic examination or other audit required by the Card Brands,
(d) pay for all costs and expenses related to a forensic examination or other audit required by the Card Brands,
Paymentech, or Member (including all of Paymentech's reasonable attorneys' fees and other costs related to
the forensic exam or audit); and
(e) take all actions necessary to achieve and maintain compliance in accordance with the results of, and in the time
frame set forth in, a forensic examination or audit report from Paymentech, the Card Brands, or Member.
Paymentech may:
(a) share Merchant's financial information, information related to Merchant's Transactions, and other information
provided by Merchant with Paymentech's affiliates;
(b) use or disclose information related to Merchant's Transactions:
i. as necessary to process Merchant's Transactions or otherwise provide Services and maintain Merchant's
account pursuant to this Agreement;
ii. to detect prevent, reduce, or otherwise address fraud, security, or technical issues;
iii. to enhance or improve Paymentech's products and Services generally; or
iv. as required or permitted by the Card Brands or applicable law; and
(c) prepare, use, or share with third parties, aggregated, non -personally identifiable information derived from
Transactions of all of Paymentech's customers or specific segments of Paymentech's customers.
9. DISCLAIMER: I ,IMITATION OF DAMAfcoS. Paymentech will, at its own expense, correct any Transaction if errors have
been caused by Paymentech or by malfunctions of Paymentech's processing systems.
10
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PLEASE READ THIS PROVISION CAREFULLY
UNDER NO CIRCUMSTANCES WILL PAYMENTECH'S FINANCIAL RESPONSIBILITY FOR ITS
FAILURE OF PERFORMANCE UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID TO
PAYMENTECH BY MERCHANT UNDER THIS AGREEMENT (NET OF CARD BRAND FEES, THIRD
PARTY FEES, INTERCHANGE, ASSESSMENTS, PENALTIES, AND FINES) FOR THE SIX (6) MONTHS
PRIOR TO THE TIME THE LIABILITY AROSE. THE FOREGOING LIMITATION OF LIABILITY WILL
NOT APPLY TO FUNDS OWED TO MERCHANT IN SETTLEMENT OF TRANSACTIONS IN
ACCORDANCE WITH THIS AGREEMENT, CARD NETWORK RULES OR APPLICABLE LAW.
EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, AND EXCEPT WITH RESPECT
TO MERCHANT'S FAILURE TO COMPLY WITH PCI-DSS OR OTHER SECURITY STANDARDS, IN NO
EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES,
BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS
OF THE FORM OR ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR
ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGE TO DATA TRANSMITTED ELECTRONICALLY
IN CONNECTION WITH THIS AGREEMENT.
ANY FINES, FEES, PENALTIES OR ASSESSMENTS IMPOSED BY THE CARD BRANDS RELATED TO
MERCHANT'S ACCEPTANCE OF PAYMENT CARDS SHALL NOT BE DEEMED TO BE
CONSEQUENTIAL DAMAGES.
ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR COMMERCIAL SERVICES.
THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND PAYMENTECH AND MEMBER
HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR
ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING,
CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR
ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES.
10. MISCELLANEOUS.
10.1 Section Headings. The section headings of this Agreement are for convenience only and do act define, limit, or
describe the scope or intent of this Agreement.
10.2 Assignment. Merchant may not transfer or assign this Agreement without the prior written consent of Paymentech.
Any transfer or assignment of this Agreement by Merchant, by operation of law, merger, or otherwise, without
Paymentech's prior written consent is null and void, and Merchant is fully responsible with respect to all Transactions
submitted by the purported assignee/transferee, and for any and all related liabilities, chargebacks, expenses, costs,
fines, fees or penalties arising from such Transactions. Subject to Card Brand Rules, Paymentech may assign or
transfer this Agreement and its rights and obligations hereunder and may delegate its duties hereunder, in whole or in
part, to any third party, without notice to or consent of Merchant.
10.3 Parties; Independent Contractor. No agency, partnership, joint venture or employment relationship is created
between Merchant and Member by this Agreement. In the performance of their respective obligations hereunder, the
parties are, and will be, independent contractors. Neither party will bind, or attempt to bind, the other party to any contract
or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into
any binding obligation on the other party's behalf.
10.4 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law,
rule, or regulation, including any Card Brand Rule, such determination will not affect the validity or enforceability of
any other provision of this Agreement.
10.5 Waivers. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by
the party against whom such waiver is sought to be enforced.
10.6 Entire Agreement. This Agreement represents the entire understanding between Merchant and Paymentech with
respect to the matters contained herein and supersedes any prior agreements between the parties. Merchant agrees that in
entering into this Agreement it has not relied on any statement of Paymentech or its representatives.
10.7 Notices. Except as otherwise provided in this Agreement, all notices must be given in writing and either hand
11
Docusign Envelope ID: D0F9BA7F-6EBA-4F40-B60B-DC0FF9541C7B
delivered, faxed, mailed first class, postage prepaid, sent via electronic mail transmission, or sent via overnight courier
(and will be deemed to be given when so delivered or mailed) to Merchant's legal address, to Paymentech at: Attn: Legal
Department, 8181 Communications Pkwy, Plano, Texas 75024, or to such other address as either party may from time to
time specify to the other party in writing.
10.8 Reserved.
10.9 Governing Law; Waiver of Right to Contest Jurisdiction; Waiver of Jury Trial; Arbitration. This Agreement
will be governed by and construed in accordance with the laws of the State of Texas without reference to conflict of law
provisions. Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be
brought, held, or otherwise occur in Dallas County, Dallas, Texas.
PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING ARBITRATION.
WITH BINDING ARBITRATION MERCHANT ACKNOWLEDGES AND AGREES THAT:
(a)
(b)
(c)
MERCHANT IS GIVING UP ITS RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST
PAYMENTECH, MEMBER, OR RELATED THIRD PARTIES;
MERCHANT IS GIVING UP ITS RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST
PAYMENTECH, MEMBER OR RELATED THIRD PARTIES; AND
MERCHANT IS GIVING UP ITS RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR
IN ANY OTHER REPRESENTATIVE CAPACITY, AND TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS,
IN ANY LAWSUIT OR ARBITRATION FILED AGAINST PAYMENTECH, MEMBER, AND RELATED THIRD PARTIES.
IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, MERCHANT AND PAYMENTECH MAY OTHERWISE HAVE HAD A
RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND TO PARTICIPATE
OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS). BUT, EXCEPT AS
OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS
MUST NOW BE RESOLVED THROUGH ARBITRATION.
Any claim, dispute, or controversy ("Claim") by either Merchant, Paymentech or Member against the other, or against
the officers, directors, employees, agents, parents, subsidiaries, affiliates, beneficiaries, agents, successors, or assigns of
the other, arising from or relating in any way to this Agreement or to the relationship formed between the parties as a
result of this Agreement, including Claims regarding the applicability of this arbitration clause or the validity of the entire
Agreement, shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration
Association ("AAA"). All Claims are subject to arbitration, no matter what theory they are based on. This includes
Claims based on contract, tort (including intentional tort), fraud, agency, Merchant, Paymentech's or Member's
negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies sought as part of a class
action, private attorney general, or other representative action are subject to arbitration on an individual (non -class, non-
representative) basis only, and the arbitrator may award relief only on an individual (non -class, non -representative) basis.
Merchant and Paymentech will agree on another arbitration forum if the AAA ceases operations. The arbitration will be
conducted before a single arbitrator and will be limited solely to the Claim between Merchant and Paymentech and/or
Member. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be
conducted on a class -wide or class action basis. The prohibition against class action contained in this Section shall be
non -severable from the remainder of this Section. If either party prevails in the arbitration of any Claim against the other,
the non -prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the
arbitration, as well as for any reasonable attorneys' fees incurred by the prevailing party in connection with such arbitration.
Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment maybe entered
in a court of competent jurisdiction. Rules and forms of the AAA may be obtained and Claims may be filed at any AAA
office, www.adr.org, or 335 Madison Avenue, New York, NY 10017, telephone 1-800-778-7879. Any arbitration
hearing at which Merchant appears will take place at a location within Dallas County, Dallas, Texas. This arbitration
agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration
Act, 9 U.S.C. §§ 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future.
Nothing in this Agreement shall be construed to prevent any party's use of (or advancement of any Claims, defenses, or
offsets in) bankruptcy or repossession, replevin, judicial foreclosure, or any other prejudgment or provisional remedy
relating to any collateral, security, or other property interests for contractual debts now or hereafter owned by either party
to the other.
10.10 Force Majeure. Neither party will be liable for delays in processing or other nonperformance caused by such events as
fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist
12
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attack, nonperformance of Paymentech's vendors or suppliers, acts of God, or other causes over which the respective
party has no reasonable control, except that nothing in this Section 10.10 will affect or excuse Merchant's liabilities
and obligations for chargebacks, refunds, or unfulfilled goods and services.
10.11 Amendment. This Agreement may only be amended by Merchant upon mutual written agreement. Paymentech may
amend this Agreement at any time via TP3 posting a revised version on the TP3 Website. The revised version will be
effective at the time TP3 posts it. You will be considered as having expressly consented to all changes to this Agreement
if you continue to use the Service
11. $IrRVIVAI.. The following Sections survive termination of this Agreement: 4, 63, 7, 8, 10, 11 and 12.
12. TERMS USED IN THIS AGREEMENT.
"Card Brand" means is any payment method provider whose payment method is accepted by Paymentech for
processing, including, but not limited to, Visa, U.S.A., Inc., MasterCard International, Inc., Discover Financial
Services, LLC and other credit and debit card providers, debit network providers, electronic check and ACH payments,
gift card and other stored value and loyalty program providers.
"Card Brand Rules" means the bylaws, rules, and regulations, as they exist from time to time, of the Card Brands,
including, without limitation, any operating principles, as may be revised from time to time by the Card Brands in their
sole discretion.
"Customer" means the person or entity to whom a Payment Card is issued or who is otherwise authorized to use a
Payment Card.
"Payment Card" means an account, or evidence of an account, authorized and established between a Customer and a
Card Brand, or representatives or members of a Card Brand that TP3 or Merchant accepts from Customers as payment
for a good or service. Payment Cards include, but are not limited to, credit and debit cards, electronic check and ACH
payments, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper
certificates and credit accounts.
"Payment Card Information" means Information related to a Purchaser or the Purchaser's Payment Card that is
obtained by Merchant from the Purchaser's Payment Card, or from the Purchaser in connection with his or her use
of a Payment Card). Such information may include, but is not limited to:
• the Payment Card account number and expiration date;
• the Customer's name or date of birth;
• PIN data, security code data (such as CVV2 and CVC2); and
• Any data read, scanned, imprinted, or otherwise obtained from the Payment Card, whether printed thereon, or
magnetically, electronically, or otherwise stored thereon.
For the avoidance of doubt, the data elements that constitute Payment Card Information are treated according to their
corresponding meanings as "cardholder data" and "sensitive authentication data" as such terms are used in the then
current PCI DSS.
"Transaction" means is a transaction conducted between a Customer and Merchant utilizing a Payment Card in which
consideration is exchanged between the Customer and Merchant, and which is submitted to Paymentech by TP3.
"Transaction Receipt" means a paper or electronic receipt evidencing a Transaction containing the information
required by Card Brand Rules applicable to Transaction Receipts.
13
Houstan Aragon
From:
Sent:
To:
Cc:
Subject:
Looks good to me, thank you
Get Outlook for Android
Cheryl Pattelli
Friday, February 28, 2025 8:05 AM
Houstan Aragon; Bruce Barker; Karin McDougal; Matthew Conroy; Byron Howell; Adria
Schiel; Rusty Williams; Chris D'Ovidio; Carly Koppes; Rudy Santos
CTB
Re: SIGNATURE REVIEW: Amendment #6 to Agreement for Services for Motor Vehicle
Self -Service Kiosks - Intellectual Technology, Inc.
From: Houstan Aragon <haragon@weld.gov>
Sent: Friday, February 28, 2025 7:13:59 AM
To: Bruce Barker <bbarker@weld.gov>; Karin McDougal <kmcdougal@weld.gov>; Matthew Conroy
<mconroy@weld.gov>; Byron Howell <bhowell@weld.gov>; Adria Schiel <aschiel@weld.gov>; Cheryl Pattelli
<cpattelli@weld.gov>; Rusty Williams <rwilliams@weld.gov>; Chris D'Ovidio <cdovidio@weld.gov>; Carly Koppes
<ckoppes@weld.gov>; Rudy Santos <rsantos@weld.gov>
Cc: CTB <CTB@co.weld.co.us>
Subject: RE: SIGNATURE REVIEW: Amendment #6 to Agreement for Services for Motor Vehicle Self -Service Kiosks -
Intellectual Technology, Inc.
Good morning,
To solidify on the Monday, March 3, 2025, Agenda, please review as to placement. Please also remember to reply -
all to this email.
Thank you,
AwitutP
COUNTY, CO
Houstan Aragon
Deputy Clerk to the Board
Desk: 970-400-4224
P.O. Box 758, 1150 O St., Greeley, CO 80632
00000
Join Our Team
IMPORTANT: This electronic transmission and any attached documents or other writings are intended
only for the person or entity to which it is addressed and may contain information that is privileged,
confidential or otherwise protected from disclosure. If you have received this communication in error,
please immediately notify sender by return e-mail and destroy the communication. Any disclosure,
copying, distribution or the taking of any action concerning the contents of this communication or any
attachments by anyone other than the named recipient is strictly prohibited.
From: Houstan Aragon <haragon@weld.gov>
Sent: Thursday, February 27, 2025 10:34 AM
To: Bruce Barker <bbarker@weld.gov>; Karin McDougal <kmcdougal@weld.gov>; Matthew Conroy
<mconroy@weld.gov>; Byron Howell <bhowell@weld.gov>; Adria Schiel <aschiel@weld.gov>; Cheryl Pattelli
<cpattelli@weld.gov>; Rusty Williams <rwilliams@weld.gov>; Chris D'Ovidio <cdovidio@weld.gov>; Carly Koppes
<ckoppes@weld.gov>; Rudy Santos <rsantos@weld.gov>
Cc: CTB <CTB@co.weld.co.us>
Subject: SIGNATURE REVIEW: Amendment #6 to Agreement for Services for Motor Vehicle Self -Service Kiosks -
Intellectual Technology, Inc.
Importance: High
Good morning,
Please review and advise as to placement on the Monday, March 3, 2025, Agenda. Please also remember to reply -
all to this email.
Thank you,
NaiseP
COUNTY, CO
Houstan Aragon
Deputy Clerk to the Board
Desk: 970-400-4224
P.O. Box 758, 1150 O St., Greeley, CO 80632
06000
,fit Ow Team
IMPORTANT: This electronic transmission and any attached documents or other writings are intended
only for the person or entity to which it is addressed and may contain information that is privileged,
confidential or otherwise protected from disclosure. If you have received this communication in error,
please immediately notify sender by return e-mail and destroy the communication. Any disclosure,
copying, distribution or the taking of any action concerning the contents of this communication or any
attachments by anyone other than the named recipient is strictly prohibited.
2
Hello