Commission Minutes

OFFICIAL
COMMISSION MINUTES
FEBRUARY 6th, 2018 8th DAY OF
THE JANUARY ADJOURN TERM

FORMAL AGENDA
The County Commission met in the Commission Conference Room at 12:15 p.m. with Mike
Scofield (present), Brandon Williams (present), and Sheila Wyatt (present).

CALL TO ORDER
Presiding Commissioner Scofield called the Commission meeting to order at 12:15 p.m.

Also present: Melanie Smith, Taney County Treasurer

PAYMENT PROCESSING AGREEMENT FILE #18-010T
Presiding Commissioner Scofield read a letter from Travis Elliot, Taney County Commission
Attorney, dated February 2nd, 2018 who reviewed the agreement and approved the agreement to
form with verbiage added.

PAYMENT PROCESSING AGREEMENT 22. HEADINGS
The headings contained in this Agreement are for convenience o f reference only and shall not affect the meaning
This Payment Processing Agreement (“Agreement"), including ail applicable appendices and addendums hereto, of any provision of this Agreement.
is entered into as o f 2 ? ^Tnrvuo r u 20]$ (the “Effective Date”) by and between Forte Payment
Systems, Inc. ("FORTE" or “Party") a California corporation and C
n u n V tj ("AGENCY" or 23. SEVERABILITY
Should any term, clausc or provision herein be found invalid or unenforceable by a court o f competent
jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and
FORTE and its affiliates provide payment processing and related services including but not limited to Automated such invalid term, clause or provision shall be construed to most closely reflect the original intent of the parties.
Clearing House (“ACH"), Credit and Debit Card processing, account verification and customer identification
(collectively and individually, as applicable, the "Services”) to AGENCY who provides scrviccs to, or otherwise
has a business relationship with, individuals and other entities (“Constituents"). 24. ENTIRE AGREEMENT; WAIVER; COUNTERPARTS
This Agreement constitute the entire understanding of the Parties, and revoke and supersede all prior agreements
1. GENERAL between the Parties and arc intended as a final expression o f their agreement. Either Party's waiver of any brcach
The Agreement shall consist o f these terms and conditions, each o f the Appendices attached hereto if applicable, o f any provision of this Agreement shall not be deemed a waiver o f any subsequent breach of same or other
and all modifications and amendments thereto. Under the terms o f the Agreement, AGENCY will be furnished provision. This Agreement may be executed in two or more counterparts, each o f which shall be deemed an
w ith the products and services described in the Agreement and attached Appendices, which are selected by original and all o f which together shall constitute one instrument.
Agency and approved by FORTE. For any terms herein that are specifically applicable to any particular product
or service offered by FORTE, only the terms and conditions that apply to the specific Services) requested by IN WITNESS WHEREOF, the undersigned, being duly authorized thereto by their respective
Agency at any given lime shall apply. organizations, have executed this Agreement as o f the date set forth below.

2. USAGE
2 .1 Subject to the terms and conditions o f this Agreement, FORTE hereby grants to AGENCY a non­
exclusive and non-transferable license to access and use FORTE's products and services contracted for and
AGENCY hereby accepts such license and agrees to utilize and access the Scrviccs in accordance w ith the
practices and procedures established by FORTE AGENCY may use the Services (a) for its own internal
business purposes and operations, and/or (b) as a service provided to its Constituents, unless otherwise notified by
FORTE No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell, lease,
sublicense or otherwise distribute, transfer or dispose o f any o f FORTE's Proprietary Property, as defined in
Section 3 below, in whole or in part, is granted except a j expressly provided by this Agreement. Neither
AGENCY nor any o f its affiliates shall reverse engineer, decompile or disassemble the Proprietary Property.
Additionally, nothing in this Agreement shall be construed to provide AGENCY with a license o f any third-pany
proprietary information or property.
2.2 AGENCY shall ensure that its Users comply with all applicable requirements o f this Agreement.
AGENCY is responsible for protecting the confidentiality o f any and all passwords and credentials provided to
AGENCY by FORTE for the purpose o f utilizing the Services or other forms o f access to AGENCY'S accounts
with FORTE. AGENCY is responsible for the security o f its systems, locations and equipment used in
processing transactions under this Agreement and for developing security procedures and training its employees
on the procedures. AGENCY expressly assumes responsibility for the acts or omissions o f all Users on its
account(s) with FORTE and for User access lo FORTE’s systems either directly or through software.

3. OW NERSHIP
All computer programs, trademarks, service marks, patents, copyrights, trade secrets, know- how, and other
proprietary rights in or related to FORTE'S products and services (the “Proprietary Property"), are and will remain
the sole and exclusive property o f FORTE whether or not specifically recognized or perfected under applicable
law. FORTE sliall own all rights, title and interest, including all intellectual property rights, in and to any
improvements lo the existing FORTE products or scrviccs and/or any new programs, upgrades, modifications or
enlianccments developed by FORTE in connection with rendering any scrviccs to AGENCY (or any o f its
affiliates), even when refinements and improvements result from AGENCY'S request. To ihe extent, if any, that
ownership in such refinements and improvements does not automatically vest in FORTE by virtue o f this
Agreement or otherwise, AGENCY hereby expressly transfers and assigns (and, if applicable, shall cause its
affiliates lo transfer and assign) to FORTE all rights, title, and interest which AGENCY or any of its affiliates

ATTEST

On this 22^ day o f January, 2018, before me personally appeared Mike Scofield, Presiding
Commissioner, and said Commissioner acknowledged said instrument to be their free act and deed on behalf of
the Taney County Commission.

I, Donna Neeley, Clerk o f the Taney County Commission, do hereby certify that the above and
foregoing is a tree and accurate record o f the Payment Processing Agreement, made and entered into by the
Taney County Commission and signed on this 29^ day o f January', 2018.

Clerk o f the Taney County Commission

CERTIFICA TION O F TANEY COUNTY ACCOUNTING O FFICER

The undersigned, as Budget Officer and Accounting Officer for the County o f Taney, State of
Missouri, hereby certifies, pursuant to Section 50.660 RSMo, that there is a balance otherwise unencumbered in
the county treasury to the credit o f the appropriation to which the financial obligation imposed upon the county
by this Payment Processing Agreement, is to be charged, and there is a cash balance otherwise unencumbered in
the county treasury to ihe credit o f the fund from which payment is to be made, each sufficient to meet the
obligation, if any, incurred by the terms of this Payment Processing Agreement.

Date:

o - 163
Presiding Commissionei> ^/> /); Eastern Commissioner s ^; Western Commissioner 'YSJ
Commissioner Wyatt made a motion to approve the agreement between Forte and Taney County
for the purpose of processing credit cards for the Taney County Animal Control Center and the
Transfer Station. Commissioner Williams seconded the motion. The motion passed by vote:
Scofield (aye), Williams (aye), and Wyatt (aye).

ADJOURNMENT
Commissioner Williams moved to adjourn. Commissioner Wyatt seconded the motion. The
motion passed by vote: Scofield (aye), Williams (aye), and Wyatt (aye).

ADJOURN
12:25 p.m.

The Minutes were taken and typed by Deputy Clerk April Deal

^ ^ 164
Presiding Commissioner^?*?/^; Eastern Commissioner U ^ Westem Commissioner viU