The URL can be used to link to this page

Home My WebLink AboutKey Bank and SpringbrookJA3- ! 6, 3 ' New Location ❑ Additional Location Existin MID: Chain Location of Merchant + . • • DBA Name: C1 t Of AUbut'►1 DBA Phone #(253) 931-3038 X if Cell Phone concaaName: Karen Jester DBAFax#: 253 876-1900 DBAAddress1(noPOBax): 25 W Mdl►1 Street M Customerservice Phone#: 253 931-3038 DBAAddress2: EmailAddress: Utllltl@S@dUbUY'11Wd.90V c'ty: Auburn state: WA Z'p c°de' Tax ID: 91-6001228 Previous Processor. Year Established: 1891 Length of Current Ownership: years, months gaUCorp orate Name: C1 ty Of AUbUY'11 LegaUCorporate Phone 253 931-303 gauCorporateContactName: Kd1^etl ff J@St21^ LegauCorporateFax#: 253) 876-1900 gaUCorporate Address: ty~ Auburn state: WA zip code: 9 8001 ❑ Sole Proprietor ❑ Public Corp ❑ Closely Held Corp ❑ Sub S Corp ❑ Limited Liability Company QO Government ❑ Generai Partnership ❑ Limited Partnership ❑ Tax Exempt Organization (include documents that support Exempt Status) " ❑ Other AssNEstatelfrust OwnedPartner: Percentage of Ownership % oi Officer. Titie Mayor FirstName: Pete MI: DOB: Last Name: Lewis SSN: ' Home Address: Home Phone ~ City: ~ State: Zip Code: Email Address: ❑ OwneNPartner. Percentage of Ownership % or ❑ Officer Tdle Finance Director First Name: Shelle MI: DOB: ' LaSt Na`"e: Col eman SSN: Home Address: Home Phone ~ City: . State: Zip Code: Email Address: Average Sale Amount: $ 175.00 Description of product or services offered: Ut'1 I 1 t 12 S Total Monthly Visa/MC Sales: $ 180,00 0 MCC: Card Present (swiped) 0 % Card Present ( not swiped) 0 % Maii Order 0% ' Telephone Order 0 % Internet = 0 % Totai = 100% For Card Present Transactions, when does the customer receive the product or service? ❑ Same Day ❑ If not same day, # of Days (include shipping time frame) For Card Not Present Transactions, when does the customer receive the product or service? ❑ Same Day ❑ If not same day, # of Days (include shipping time frame) For Intemet Transactions, list the product web site: Do you use a fulfiliment house or telemarketing company? ❑ Yes No !f yes, please provide name of company: Address: • Phone Do you operate seasona{ly: 0 Yes W No ❑ January ❑ February 0 July ❑ August If yes, piease check months closed: ❑ March ❑ April ❑ May ❑ June ❑ September ❑ October ❑ November ❑ December (Checking Accounts only) Deposit Bank Name: K2yBdt1IC ABA/Routin9#: 125000574 DoAAccount471431003238 B+Iling Bank Name (if different): ABA/Routing DDA Account KMS 06.2006 ~ Merchant Application ease c ec eac car you wis o accep etai Lodging ARU Note: acceptance o1 card types nol selected wilf resuM in disaount downgredes. SAil Vsa/MasterCards ❑ Visa Credit ❑ MasterCard Credit ❑ Restaurant ❑ Supertnarket ❑ Emerging Market ❑Visa Debit ❑ MasterCard Debit [XMO/TO / Internet ❑ Pay at Pump ❑ Service Station ❑ TIERED Rate Per Item Fee T e Amt Per Authorization Qualified % $ Application Fee $95 Vsa $ Rewards-Qual % $ InstallationlTraining $N/A MasterCard $ Mid-Qua! % $ Wireless Set-Up Fee $ Regional Debit $ Non-Qual % $ Rush Shipment $ National Debit $ ❑ Debit ❑ Supermarket ❑ Quick PaylSmall Tkt Statemertt Fee (per mo.) $5 Foreign Network $ Other % $ Chargeback Fee (per occur.) $15 WEX $ • INT PLUS % $ Minimum Disoount (Per mo.) $23 Voice Auth (ARU) $0.65 ❑!NT Differentiai VISA - Qual % $ Retum Item (NSF) Fee er occur. $ZO Voice Auth O erator Assisted $0.90 . MasterCard - Qual ❑ INT Differential P3us % % ~ $ Other: $ Voice Auth with AVS $0.90 IDP Pricing Program: Other: $ V oice Auth 8ank Referral $4•00 Rates are for all card acceptance types seleded above. Other: $ Other. $ Purchase or Lease Purchase Lease' SoftwareN Viretess Q POS Descrition Item Code Price er Unit Lease Term: Mos. Mortthl Rate er Unit Mon. Fee per Unit PerAuth Fee S rin brook $ $ $ $ ub ayments.com $ $ $ $ aypa g $ g g ' Merchartt Owns 3oftware/Wireless Q POS Descrition Item Code Re roram Fee er Unit Monthly Fee per Unit per quth Fee $ $ $ $ $ $ X THfS IS A NON-CANCELLABLE LEASE FOR THE FULL TERM OF MOS. TOTAL MONTHLY PAYMENT OF $ plus taxes, if app►icable. LADCO Leasing (together with its successors and assigns, "Lessor") hereby leases fo Merchant iden6fied in the Merchant IMOtmation Seclion above ("Lessee"), and Lessee hereby leases from Lessor, the point-of-sele eguipment ('EquipmenC) and/or softwere and related iicense agreement(s) (collectively, 'Software') described in the Pdnt of Sale (Equipment a Software) Section above (togaiher with all replacement paRS, repairs, additions and accessories raspecting the toregoing, the'Property) on the terms and conditions set fortli herein and in the Equipment Finance Lease Agreement (collectivety, the'Lease AgreemenC) provitled by Lessor upon tessors acceptance of the Lease Agreement, The monthty lease payment is due and payabla on the same day of each successiva month o€ the lease tertn. Lessee agrees !o pay Lessor a late charge of 75% of the amourrt past due (but at least $5.00) for failure ro pay any lease payment witbin five days of when due. lessee shafl pay, or reimburse Lessor, far amounts equal to any taues or assessments, including wi[hout limi2ation, stata ar local sales, use, personal property, excise, stamp, documentary, ad valaem, gross receipt, occupation and othar taxes, license and regisOration fees, assessments, Rnes, penalties and other cliarges imposed on the ownarship, possassion or use of the Equipment during the term of this Lease (except net income texes imposed on Lessor). Lessee agrees to pay Lessw an annual fee of up to $25 fw the administration, billing and trackinp ot said laxes and charges. Lessee agrees to kaep the Equipmant adequateiy insured against loss by fire, theR, and all ofher hazards, and shall provide proof The undersigned hereby authorizes Lessor to automatically withdrew the undersigned's moMhly lease payment and any emounts, iixluding any and atl taxes a alher charges, owad in aocordance with t3te above referenced Lease Agreement, as applicable, by initiating debit enVies to the undersigned's ao.rount at the bnancial institution ("BanK) indicated hereon or such other Rnandal institution used by the undetsigned from lime to time. A lease payment (whether paid by debit or other means) that is nd honored by Bank for any reason will be subject to a retumed itam service fee imposed by Lessor. This aulhariza6on shall remain in effed unfil Lessor has received written notice irom the undersigned of Rs tetmination. Bank Name: ABAIRouting DDA Account P. The undersigned acknowledges ihat sudi partys signature below serves as a signature page to the epplicable Lease Agreement referenceG herein and indicates ttre undersigrred's acceptarxe of, and agreemenf to, all of the terms and condiGons hereof and of sucti agreement The urxiersigned fiuther ackrawtadges Ihat the Lease Agreement, together with the undersigned's signalure below, constitutes the full agreement betwean Lessor and Lessee conceming the Properry amd that Lessor may freely assign the Lease Agreement as a stand-alone agreement apart from the NOVA Merchant Appticatlon. 7he undersigned certifies that the Property shall be used solely tor tusiness purposes. The person signing this apreement afirtns lhat such person is either a sole proprietor who is the within named Merchant or a duly authotized wrporate officer, member w paRner of the within named Merchant. Lessee (Authorized Signer) Signature: X Print Name: Title: Dafe: The urrclersigned uncondiGonally guarantees payment and performance of all obligations of Lessee, as applicable, hereunder and under or in respect of the related Lease Agreement, hereby waiving notice of any modifica6on, amendment or entension and notice of any event of default thereunder. The undersignetl agrees to pay all attomeys' feas and other expenses incurred by Lessor by reason of defauN by Lessee. This is a continuing guaranty and shall not be discharged or affectad by death of the undersigrred and shall bind the heirs, administrators, representa6ves, successors and assigns of the undersigned. The undersigned hereby direds any consumer reporting agenc.y to firmish a consumer cretlit report that relates personaAy to the uRdersigned upon the request of LADCO Leasing or any of its designees, successors or assigns and agraes that atl parties involved are in compliartce with the Fair Credit Reporting AG. ~ 5ignature: x , an intlfvfduai print Name: Date: KMS 06.2006 SE # Auth Fee American Express: Amex (10 digits) $ 0.15 ❑ Anex Rate % or Discover 60110 (16 digits) $ 0.15 O Amex Flat Fee Op6on: $ 5.0 Monthly Volume: $ EBT (5 dfgits) $ 0.15 DISCOVEr: Diners Club (10 digits) $ 0.15 ❑ Discover Rate: % $ • JCB • $ 0.15 JCB: JCB Rate: % $ ❑ Debit - Includes INLK (Interiink), MSTO (MaesVO), ACCL (Accelf), AFFN, ALAS (Alaska), CU24, ITS (Shazam), NETS, NYCE, PULSE and STAR ' ❑ DCC Rebate % Set Up Fee $ ❑ MCP # Users Monthly Fee $ Set Up Type (check one) O MID ❑ CHN ❑ ENT Set Up Fee $ ❑ ACS Remote ID Set Up Fee $ Monthly Fee $ Proeessing Optlons: ❑ POP (Point of Purchase) ❑ ARC (Accounts Receivable Conversion) ❑ ECS Onty check amount: $ Please check box for each additional servfce opUon ❑ Conversion with Guarentee ❑ NSF Service Fee Processing @$2.00 per NSF item. Guarentee Rate: /o o Per Transaction: $ Not applicabfe for POP Guarantee and aii ARC produCts ❑ Converston with VerificaUon ❑ Cotlections ❑ EnQuire Reportirtg Access: Per Transaction: $ Per Retum Transaction: $ ~ # users: @$29.95 each per month ❑ Conversion Onty ❑ CollecUons O Tum off retum memo advices Per Transaction: $ Per Return Transaction: $ Card Style Card QuanUty Price ❑ Basic E ❑ Monthly Pricing: $ per month ❑ St d d S (InCludes transactions per location annually. AddiGonal transaction billed $0.29 per an ar transaction) ❑ Custom S OR Max Card Value $ (Default $500 ❑ Transaction Pricing: $ per transacdon and $ per month. Plexi Stand (Kit #1) $ X Service Fees (Cardholder charged on unused balances) ❑ Posters (2) Buttons (110) (Kit #2) $ X - Custom Cards are required ❑ Card Bad es 25 Kit #3 $ - Service Fee per Trensaction $0.12 X - Apply same to ali statesl 0 Y ❑ N(if no, comptete for each state) ❑ Card Carriecs (enter total cards) Fee Amount: $ # of Styte Applied: ❑ Monthly ❑ Quarterly ❑ Annually # of Style $ X Beginning: _ Months # of Style After: Q AcGvation ❑ Last TransacGon Date (Multiples of 100 only) Lock Balances After: _ Months of non-use (default 72 months) ❑ Nbnthiy Online Admin Users $ ❑ Graphic Design Service $ ❑ NOVA (Direct) VAR Manufacturer. , ❑ Custom Card Upgrade $ VAR Software: 1 • ❑ MisC Fee - $ ❑ Givex (Indirect) Version: ❑ Misc Fee - $ Color. C] Biack ❑ Blue ❑ Burgundy ❑ Dark Blue ❑ Dark Green ❑ White ❑ Gold ❑ Red ❑ Gray ❑ Purple Card Style: CIRU #001 QRU #002 ❑Dining #003 ❑Dining #004 QMult #005 QMult #006 QSpeci #008 ❑Spec #011 ❑Mult #012 ❑Mult #013 ~ Justification: ❑ Left ❑ Center ❑ Right ❑ As submitted imprint: Logo (ELECTRONIC arlwork must be submitted to avoid delay) OR ❑ Text (Imprinting details MtJST be entered below) ♦Font (SeleCt ONE): 0 Arial ❑ awdsee ❑ Times New Roman ♦Text Case (select ONE): ❑ Titie Case 0 UPP R CASE C] lower case As submitted 3 KMS 062006 4nnlicatic Merchant RapreseMations and Certifications. 8y signing below, the applicarrt merchant ( MerchanC) and tts representa4ve(s) represent and warrant to Key Merchant Services, LLC, a joint venture with Key Bank N.A. (Member) and NOVA IrrfamaGon Systems, Inc. ('NOVA'), with offices at 7300 Chapman Highway, Knoxvil[e, TN 37920 (mllectively,'we' or'us') that (i) all information provided in fhis merchant applicaUort ('Merchant Application') is We and mmplete and properly reflects ttie business, financiai condition, and prindpal partners, awners, aoWicers oT Merchant; and (ii) the persons signing this Merchant Applicadon are duly authorized to bind Merchant to all provisions of this Merchant ApplicaGon antl the Agreem¢nt. The signature by an authorized representaGve of Merchant on the Merchent Applicetion, or the transmission of a Transaction Receipt or other evidence of a 7ransadion M us, shalt be Ihe MerchanPs accep[ance of and agreement to the lerms and conditions contained 'm the Agreement induding, without limitatian, this Merchant Appliplion and the Tertns of Servica ('TOS'). If Merchant does not receive the TOS, please contact our automer service center. Nolwithstanding any such non-receipt of the TOS. Merchant agrees lo comply with the Agreement, and all applicable laws, rules, and ragulations induding the rules and reguiations oF the PaymeM Nahvorks, and understands that failure to comply will result in tertninaGon of processing services. Capitalized terms shall, unfess othenvise defined in this Merchant Application, have the same mean'tng asuibed to them in the TOS. Merchant agrees fo establish and maintain suffident funds in an account to accommodate all transactions inctuding, but nol limitad [o, Chargebacks, rehuns, adjustments, fees, fines, penalties and any other paymeMs due under the Agraemant. Merchant authorizes us ro aediUdeWt that account as necessary. In adGrtion to tha tees set forth in the Merchant Appliqtion, you will pay NOVA at tha then aarent rates for account maintenance (e.g., ddaldba changes), special pracessing, revaining, equipmeM swaps and research irxiudirg, but rrol limited to, research required lo respond to arry Ihird party or govemmeM subpoena, levy or gamishment on your acwurtt. Merchant understands that we may take arry of the fdlowing actions'rf necessary to pmted ourselves Bom ftnandal toss: establish, or require MerchaM to establish, a raserve accourt imppse a processing limit or pp on ttie dollar amouM ot sales transadions that we will process for Merchant, which may be changed fran time to time with or without no6ce to Merchant andfw suspend the processing of iransadion recaipts for as long es necessary ro investigate suspicious, unusuel a excassive acGviry. _ Merchant must obtain an Autborization Code via elecVOnic tertninal or similar device betore completing any trarisaction. Merchant underslands that an AUTHORIZAFION CODE IS NOT A I GUARANTEE OF ACCEPTANCE OR PAYMENT OF A TRANSACTION. RECEIPT OF AN AUTkORIZATION CODE DOES NOT MEAN THAT MERCHANT WILL NOT RECElVE A CNARGEBACK POR THAT TRANSACTION. If Merchant tertninates wiihin one year of the date set forth bebw, MerchaM will immediatey pay NOVq as liquidated damages, an early termination fee equal to $295, in addiUan to all otha amounts owed. If Merchant terminates at arry Bme during the second a third year of the tlata set forth below, the MerchaM will pay, es liquidated dameges, a termination fes equal to $195, in addition to aii other amounts owed. Merchant agrees that the early tsrtrsination fee is not a penalty, but rather is reasonable in light of the financial hartn caused by MerchanCa early terminatlon. NOVA will use bast eRorts to debit the MerchanYs aaount in the amount of the applipbla terminationlee within sixry (60) days of receipt of MerchanPs written notice of tarmination. Merchant and Rs representative(s) aulhorize us prior to our acceptanca of this Merchant Application and hom tima to time thereafter, to irnestigate the individual and business histay and ~ backgrourxl of Merchant, each such representadve and any other officers, partners, proprieWrs, andJor ownera of MerGhant, and to obtain credit reports a other background investigadon repats on ' each of them tnat we consider neces sery M review the accepfance and continuation of this Merchant Appliption. Merchant also authaizes any person or uedit reporting agenty to compile iMormation to answer Ihose credit inquiries and to fumish that iMormation to ua 'IMPORTANT INFORMATIDN ABOUF PROCEDURES FOR OPENING A NEW ACCOUNT. To hNp the govemment fight the funding of tertorism and money laundering activiGes, Federal lew requires all financial institutions to obtain, veriy, and record intormation that itlentlfees each person who operts an account. This means we will ask for certain inforrnation and itlen6fying documents to allow us to idenYify you. Merchant further acknowledges and agrees that any irdotmation provided in connection witM1 this Merchant Applicatlon and all olher refevant iMormation may be suppiied by us to our affi6ates. This Merchant qvpliption may be srgned in one w more counterpetts, each of which sha31 constkute an oripinal and all of which, takan together, shall constitute one and the same Merchant Appliwtiwi. Delivery of exewted counterparts of this Merchant Applicalion may be axomplished by a facsimila transmission, and a signed facsimile or copy of this Merchant Applfption shall Merchant DBA Name: Signature: X Printed Name: $h2ll2 Col eman ricie: Fi nance Di rect rDate: ,~p o7 Signature: X Printed Name: Title: Date: As a primary inducement to us lo acoept this Merchant Application, the undersigRed Guarantor(s), by signing the Merchant Application, joinlly and severalty, unwnditionally and inevocabry, guarantee the continuing full end failMul peAamanca and payment by Merchant of each o} its duties and obligations to us (induding, wifhout limitation, Chargebacks) pwsuant to fhe Mercherx Appkcation and Agreemertt, as may be amanded from time to time, with or wfthout notice. Guaranror(s) understand further that we may proceed directly against GuaraMOr(s) without first exhausting our remedies againsl arry olher person or entiry responsiWe therefore ta tham a arry securiy held by us ar MacchaM. This guarantee will rrot ba discharged or aBeded by 1he deaqh d the Guarantors, will bind ali heirs, administretors, represerrtatives end assigns and may be enforced by or for the benefit of any of our successors. Guarania(s) uncfers[and Ihat the inducement to us to acce t this Merchant Application ia consideretion for the uaran and that this uaran remains in lull torce and effect even if the uarantor s receive no additianet benafit from the uaran . Signature: X Printed Name: SStJ#: Date: Si nature: X Printed Name: SSN#: Date: i ceriify that ! hold [he office indicated below of Merchant am1 am the keeper of the rewrds of that comparry, organized and existing undx the laws of the state indicated below and lhat the foilowing is a coned copy of certain resolutions adopted at a mee ting of the board of directors/general partnership/manager or members of a limited liability company, as apprapriate, in accordance with the by-laws or othar goveming dowmant ot the compeny hef d on the _ day of _(month), _(year): 1. Resdved, that any one of the following olficers oi the compan Signature: X~ c Printed Name: Title: Shel l e Col eman Fi nance Di rector Signature: X Printed Name: Title: Signature: X Printed Name: Title: is authorized to: A) execute on behalf of this comparry a Merchant Application antl any agreements or other rrecessary documents inGuding any amendments; B) execute any document requested from 6me ro lime be exewted in furtherance of fhe Merchant Application or relationship resul6ng therefrom; C) perform al{ acts that may be necessary fo prry out the intent of the Merchant Apptication and this Corporate Resolution. 2 Resolved, that the Merchant Applicafion arW the resulGng relatlonsbip is ratified arrd approved; 3. Resolved, that the entiGes receivirg tliis Merchant Application are authorized to rey upon this Coryorate Resolution until advised in writirig by a Ike certifica6on of any changes and are authorized ro rel on such chan ed certificafion. - Secretary ! Officer 1 Non-Member Manager (LLC) / Member (LLC) ! General Partner/Owner [circle one] State in which Merchant is organized ur . Printed Name: Title: Date: -;?o-t0 To the 6es! of my knowledge. I certify that the infamation provided in this Merchant Application was provided by the Merchant and is true, complate and accurate. 1 further certify that the signatures were provided by the MarchanPS owner(s) or o[ficer(s), as appropriate. Sa{es Rep Signature: X Printed Name: Pat Hait'ston I Rep ID 15751 ~ Date: Accepted by NOVA Information Systems, Inc.: Date: Date: KMS 06.2006 ~ r ~ ~ ~ ~ ~ o ~ i-t"i, n k ~ ~ ~ SPRINGBRC}C)K SOFTWARE SUBSCR.IPTItJN A+GREEMENT C}nline Puyments Service LTBPayments.com PARTIES: SPRINCTBRC3C}K SOffWARF:: Springbrook 5oftware, Inc., an Orebon corpaxation 111 SW Fifth Avenue, Sciite 2900 Portland, OR 97204 Phone; 503.820.2200 Fax: 503.820.4500 Finail: CLIENT: CrrY oF AuBuxN 25 W6t Main Street Auburn,'WA 98001-4998 EFFEC'I'IVE IIAT'E: AGREEIVIENT: 1. The Servir.e. The Sec-vice provided bv Springbrook SoFtware ta Client pursuant ta this Agreeineri.t s}zall consist of the Utility Billi.ng I?ay ments service, and shall i.nclud.e any additional online paym.e.nts services listeci oyi Attachinenx A (callectively the "Service"). 'I"he Service inc:l:udes; a. C3nline Payrnents, The Service will allow citizens, consunlers, and others designated by Client (c.ollectively the "Citizens") to makc credit card payments to Clienz, to check accaunt balances ana activity, and to requcst servic,e, all via awebsite or webpage hosted and i-nairItained by Springbrook, accessible by hotlink frorn Clienc's awxl website. Client shall contract with Wells Fargo Bank or a bank of Client's choosing to provide Internet Merchant Banking services {specifically, to maititain an Internet Merchant Account witb said ban.k}, and with VexiSign Payment Services to process online payrxsents. For purposes of the credit card transactions, C1ient shall act as merchant, and Client shall be solely responsible fcjr maintaining its merchant relatiQnship R ith Wells Fargo ~P,arik vr other bank and VeriSign Payment Services, and for al) pay=n-ients related to t.hat merchant relationship. Ill SW Hf~h Av~m~w Smre ?ce'rhwzd, i3r t3st a~2'J4 5 02 , '?5 ~~±_f~?U.ty;" b. Data Transmission. C}ri a daily basis, excludiiig Saturdays, Sundays and holidays (Federal holidays and the day after Thanksgiving;), Springbrook shall access Client's accouiit data and Client shall transmit the requested data (as ciefined by ciata paraineters ta be deterrnined by the parties) to Springbrook. Springbrook sliall liast that data on Springbrook's servers as necessary or advisable for operation c3f the Service. Ax the end of the business day, Springbrook shall transmit to Client data reflecting the day's activitv, shawing all. online transactians. Springbrook sha11 pramptly inform Client if problerns occur while accessing Client's accaunt data or duYing the transfer o£ data. c. Softzvare. Operatican crf the Service requires installatian and maintenance of prvprietary Springbrook software nn servers rnaintainerl by Client an Client's premises. As used in this Agreement, the Soft-ware is Iimited to tlae mast current released version of the Springbrook Sraftware UBpayments.ccam appl.ication, and iiicludes an}T updates to the Software as made available by Springbraok. Client will have up ta 90 days after release of upclates to test anti install updates. If the testing reveals error($) that zvill impact the proper use of the applicati.oxz by the C1ie.nt ar its citizens, the upgrade will raat be eansidered completed until resolution of error(s). Cl`zent agrees that Springbrook niay clesignate any so£rware applzcatican released by Springbrook after the Effective Date as a neNu versiaxi or a new app9.ication, and that an additiona]. sezvice fees may be required ta implement any such new version or applicaticrti. d. Riflhts of Aecess and Use. Springbrook grants Client a terrninable, z).on- exclusice and nan-transferable right to access and use the Service solely for Client's internal business needs (inc.ludzn.g access by Gixazens via password protected accourats), subject to the tercns and conditians herein. 2, Service Fees. Service Fees paid by Client are in consideration of the rights of access and use granted in Seetion l, aid the Support and Mairztenance referenced in Sectiora 4. Service Fees shall be pavable on an anntial laasis in the amotints set farth in Arcach.ment A, as ix-tvoiced byr Spxingbroc7k. The Service Fees do not include Set-,Up,'T`raining, or any ot}~er services or goods not expressly described i.n this Agreement. Except as otherwise expressly stated herein, all fees paid hereunder are nanrcfiindab.le anci will be forfeited in the event of cancellation or termination. Springbrook resez-ves the right to cliaalge the Service Fees, effective at the commexlee.nxent of a Renewa1Term (as defined in sectzoil9), upo-rz 60 cia}>s' prior writteri nvtice to Client. 3, Set-U , Traix-iin~. Set-Up and Training sez-vices shall be charged rsn a per bid basis as set forth in Attachment A, and are in additir>n to the Service Fees. Unless othercvise expressly indicated, any fees determined an a bid basis set forth in Attachrnent A do not include on-site support, file and data conversion, consulting services, shipping charges, or the casts nf any recamxnendcd hardware. Any such serviees nat subject to bid requare Client's signature on a Springbrook work order prior to per£orrnance. 4. SuIppart anti Maintenance, ServiGe Support and Maintznanee shall be provided pursuant to the terms set £orth in Attachment B. 5, C;lient Responsibilities. Client acknowledges that operation of the Service requires Client's effort and caoperation, and that in addition to its other obligations under this Agrecment, Client assumes the fallowing responsibilities. a, Set-Up, Trainin,iz. Client shall use its best e#forts to facilitate and participate in Service Set-Up, and afford Springbrook reasoclable access to infcarmation, equipment and facilities as requested by Springbrook. Client shall require all of Client's personnel who use the Service to complete anv training prescribed by Springbraok. b, Ec~.u%pment Maintenance. Client shall rnaintain hardware a.nd software, zncluding non-Springbrook haz•dware or software, at CIient's site as recommended hy Springbrook fnr operatian and use nf the Sc.rvice. Client, at its expense, sha11 also .maintain its owti websize, vsrhich sliall Feature a hotlink icon by which Citizens caxl ar.cess the Service website or u; ebpage hosted by Springbroak. c. Account Access. Creation and Terminatinn. Client s}aall exercise cantral aver account aceess, creation and tcrxnination, and sllall be solely responsible for assigning acc:ount passwords, creating or tezrxminating acc.ounts, allawing Citizens to open accounts, anci for cflntralling aceount and passwQrd security. The Service shall restrict access to each Citizcn aeeaunt tn users wha eziter the assig,ncd aecaunt password, but othcrwise Springbrook shall not be responsible or Iiable for cc>ntrolling access to or misuse of accounts. d. Monirar and 5tore Data. Client shall verify account data accuracy on a re;ular basis, and assunies sale respc>nsibility far maitlxaini:ng data backup sysxezxas. Client shall immediately inforrn Springbrook o£ ariy accou.nt data inconsistency, errors car corrciption. e. Release of Client or Citizen Records. Client shall assumc respansilaility for responding to and deterrnining the validity af any requests or demands, -whether frorn a court, a regulatory or other governmental agency, or the public, far the release of any Client or Citizen reeords or data in Springbroak's contrcal car pvssession. Springbrook shall not release any such recards or data to any party withflut written authorxzation bp Client, unless cc>mpelled to do so by a court or agency of competent jurisdictic►n, ar unless necessary to defend a claim against Springhrook. Springbrook shall in£orm Client af any such compelled or requxred disclosure przor to disclosure, but such disclosure sllall not be subject to Client's priar approval. Client wi11 he notified it'i wrzting within 10 business days if Springbrook is compelled to release any znforniation. f. Citizen Suipport. Client assumes sole responsibility fc,r providing all support services to C'itizens, and shall be the sole contact £or- all support requests from Citizens. CIient shall not refer any> Citizen to Springbraok. directly for support requests, hut may comrtiun.icate such requests to Springbrook together with contact information for the requesting Citizen, Springbrook may, in its discretion, respond directly to the Citizen or pravide a respanse to Clzent, and mmay deem any such response support not covered by regialar Maintenance and Support ta be billed as an additional fee to Client at Springbs•ook's hour-ly rates, t g. Credit +Card Charge-6acks, Clieiat assumes liability for, and indeninifies Springbrook against, any claims or ckzarges by any bank or credit card corx7pany for eharge-bae.ks related to any Citizen pavmezxt z=ia the Service, azxd anv clazms or cbarges by aciy ban€k or credit card c.ompaily for oziline payment proc.essing fees re3ated to onlii-re payments ta CIient. 6. Service Accessibilitv Standards. Springbrook shall makc all reasonab.le best efforts consastent with currently accepted Cechrrology and business iiiethc>ds to c:risure that the Service is avallable for uninterruptcd access at all tinies, other. than during those pc;riods wlieit Springbrook is required to interrupt acc:ess For regular oz• cmergenc,u coinputer and eomznunicatioiis systerti nlazntet7ance, sc rvice or t►pgrades. 7. IndemnificaLion a, BCliezit. In add.ition ta indemnificatian pursuant to Section 5.g., t;lient shall indemnafy artd hold Springbrook harmless froni arxd against any claims, detnands, causes of action, debt or liability, including reasonable attorneys' fees (the "Claims',), ta tlae exte.n.t ihat the Claims are based upon: 1) a clazm relating to the protectian ar disclosure of, nr any request or demand to view, any account or payme_nt reeards, data or information (other than disclosures caused salely by Springbrook actin; ather than upc,ti Glient's instructions, znc:luding without l.imitation instz-uctitins regarding applicable laws or regulaGions); 2) a claim relatitag to ecsinpliance with any Iav,rs or regulations requiring disclosures ta any Citizera; and 3) acts of Client or any Citizens using the Service in breach of law or zegulation, or contrary tn any term of this Agreement. b. By Springbronk. Springbrook shall indemnify and hald Client harmless from and against any claians, demands, c.auses ot actio:rx, debt or liability, including reasonable attarneys' fees (the "Claims"), to the exte.nt that the Claims are based upan a claim that any of the website conte.nt provided solely by Springbrook infringes or violates any intellectual property rights of any thircf party, or that stems fram any actaon of Springbrook or its computer systern and/or programs. 8. Confidentiality and Ownership. Each party shall instruct its employees, agents, and contractars of its confzdentiality obligations hereunder and not to attempt to Circumvent any such seeurity procedures and devices, except as z-equired by law. a. Client Data. Client shall remain the sole and exclusive owner of all Clicnt data ~as defined herein). All such, C;lient data sha11 be subject to regulation arid examination by the apprapriate auditors and rebulatory agencies to the same extent as if such inforrnation were on Client's pt`erniscs. "Client Data" rneans an,v and all data and inforrnation of any kind or nature subinitted ta Springbrook by Client, or received 6Y Springbrook on behalf of Clie.nt, in connection wzth the Serviee, other tha~~ puhlicly available infcarznation. b. Sprrng;broak Systezns, Service and Confidential Information. C11enx acknowledges that it has no rights iiz the Service, including withaut limitatinn any saftware, systerns, artwork, rnethods, dacumentatian, guiclel,ines, procedures and sirnilar related materials or an~~ i-nodificatians thereof provided by Springbrook, and includizlg materia.l displayed on any Seruice wehsite such as icons, screen displayTs, and the assembly and arrangenient tlzereof, except with respect to and as lirnited by Client's access arad use of the same during the term of this Agi•eemetzt. 9. Term• I3efault• Renewal. a. Effective Date and 'I`errrainaticrn. This Agreerzaent i3 cf£ective as af thc Effective Date and shall conrinue for twelve (12) znnnths thereafter (tlie "Initia.l `I'erm"). Either part}r may terminate this Agreetnent upon delivering notice of terrninatian for anv material breach af this ,Agreement by the other, provicied suc.h notice (1) sets Eorth the grouxjds for termination, and (2) gives tlie breac}ling party thirty (30) days to cure the breach. Notwithstanding that a party gives notiee of terinicYatian, sueh termination shall not be e#fective if the breach is eured prior ta expiratian of the tFzirty (30) day tiotice period, and the terrtlinaring party is notified af the cure within the notice period. Effecti.ve iiprsn the expiratian of thc Initia! Term, and the expiratian af each R.enewal Texm (as defined hcrein) thereafter, this Agreement shall be autotnatically renewed for successive Terms of 12 months each (each such successive term a"Renewal Terrn"), unless conta-ary iiotice is g.iverl by either party at leasc sixty (60) dayrs ~.,r.ior tca the expiration of the inatzaJ terrn. b. Non-Ap12ropliation. T'his agreemcnt may also be terrninated by the Client if it determines that it no longer has the need for the services prowided by Spxin;brook or its payrments are not appropriated in the budget o£ the legislazive bOdy of the Client. ]A. Limiked Warranty and Fxclusions. 5I'KINGBRC}OK WARItANTS'I"I-IAT I"T Hf',S'I'ITLE TO THE INTELLECTUAL PROPERTY USED IN Tf-iE SFRVICE ANI7 THA"T' IT HAS AUTHQRITYTO GRANT THE RIGHT OF ACCESS AN3J USE HEREIN TC7 CLIENT. SPRINGBROC7K AI.SC) "4VARRANTS °I'HAT, I7URTNG THE TERM tJF THIS ACaREEMENT, THE 5OF"I'WARE WII.C. FUNCTIC_7N TN CC)NFORMITY WI'T'H'I"HE T)ESCRTPTION AND SPECIFICATIC3NS CflNTAINED IN TI IIS AC3REEMEN`I" ANL7 THE AT*I'ACHMENTS HERETC), AND THAT Az_l. SFRVICES RENDEREU HE:KEUNDER SHAI.FJ BE PERFC)RMED IN A GOOL) AND WORKMANL.IKE MANNER, SPRI~GBRC)OK. MAKES NtJ WARRAN`I'Y REGARDING THE L1SABILI'I'Y C7H CONVERTABILITY OF AN'Y` OF CLILNT'S PRE-EXISTINC.x DATA. C;LIE:NT AGREES Tk-IAT TI 3E FOREGOING LIMITED WARRANTY lS IN LIEU OF ALL OTf-~ER WARKANTIES OF SPRINGBKOOK AND SPRINGBROOK DISCLAIM:S ALL C)THER'1XjARRANTIES, EXPKE'iS OR INlI'LIED, INGL.TJI)ING WITHCJL7T LIMITA'I'IC)N ANY IMPLIED WARRANTY <JF MER+CHANTABII.I1Y C)ft F7TNESS FOR ANY PAR'TICULAR PURPC75E, THAT THE OPEIiATION OF THE SERVIC;E WiL.L BE FREE FROM ERRURS C>R IN'T'ERRCTPTION, C3R THAI"I`Hk; C,I.IENT DA I"A 4G'ILL $E FREE FTiC)Iv1 C;,O:RRUPTION (:)K LOSS. 11. Lirnitation of Ite~z~edi~s a~d I..iabilitv; E~~1u~ion c~f ~onsec~taential Da~na~~. 'Z`he curnuIative liabil.ity af Sprin;brook to Clzent for all elaams telating to the Software and any scrvir.es reizdered hereundcr, in contract, tart, ar atherwzse, shall not exceed the totaI aniou-nt of the Service Fees (as defined in Section 2) paid tca Springbrook during the six (6) inonths immediately precedizig the date t;.lient inforrris Springbz-ook of the claim. Springbrc,ok's l.iability for breach of warranty exists anl,v duriiig the warranty ~.~eriad set forth in Sectian 10. In no everYZ shali Spril3gbrook lae liakale for any cons~quential, indirect, spec:ial or incidental damages (i.rzclrading, without limitataan, dainages for loss of business pz-ofits, business interruptzon, Ios,s of busiiiess information, or ather pecuniary loss), whethex arising Qut of cantract, tort, warranty or otherwise. The foregning 1imitation of liability and exclusiail of certain damages shall apply regardless of the success or e£fectiveness of cather remedies, and applies to claims pursuant to the lizruted evarranty created under this Agreement. 12. Taxes, In additian to the Service Fees and ather fees gayable hereunder, Client shall be 1iable £or any federal, state, county, local or other governzncrital taxes, daties and excise taxes, now or hereaftex apptied on the use af the 5ervice including sales tax, use tax, value added tax or similar tax. 13. Fc►rce 1VT,z,jeure. Neither parzy shall be liable or dcemed tca be in default for any delay or failure in pcrforrnance under this Agreement or interruption of the 5ervice resulting directly or indirectly fram acts of God, or any causes beyond the reasonable concrol of such party, includ`zng without limieation interrupcion caf pawer or eoxnmunicatians facilities, or failure af data storage hardware or software, that is not in the par ty's excIusive contral. 14, ]Zelationship of Parties. Springbrook and Client are acti.rag hereunder as independent contractors and under no circuxnstances shall any of the ernplo}rees of one party be dcen7ad the emplovecs of the ox.her. This Agreeznent shall nvt be construed as authority for either party to act as the other party's agent, or as creating a paz-tnership or joint venture between the parties. 15. Assignment. This Agreernent is iiot assignable by either party without the other party's prior written constnt. This AgreelYiea7t shall be bindijxg upan azid inure to the henefit of the parties and their respecticTe successors. Any assignnxent in brcach of this section 15 shall be void. 16. Na Waiver. No waicer byeither par•ty of any breach of any provisions here4f slxall be clfective or enforceable unless mac3e in writing signed by the party. 17, Governing Law; Venue. This Agreeczxent shall be governed by and construed and enforced in accordanee with the Iaws of the 5tate of Washington on as it applies to a contract rnade and perfarmed in -?regon, regardless of the p.lace of e:xecution or performance. Any action brought by either party hereunder may Unly be brought in the Feder°al llistrict Court in Seattle, Washingto.n, or tkae K-ing Caunty, Washington Superior C:ourt. 18. Entire Astreenient; Modifications, Renresentations. This Agreement is the complete and exclusive statement of the agreement betweezi Springbr.ook and C;lient and supersecles all prior and contemporaneous negatiations, discussians, proFosals and understandings, oral, written Qr implieci, includiiig those involving any agent of either party, rclating to the subject rnatter herein. Na representations r,r statements macle bv either party or either party's agents not expressly stated herein are binding on either party. The terms of this Agreernent mayr only be modified or expanded by awritten agreement executed by the parties. CIrent represents and warrants that it has canducted its owzz due diligeance investigatian of all facts niaterial ta this transactio.n, that it possesses all inforrnation and expcrtise and capacity neeessarv to canduct such inijestigation, and that it passesses suf£'icicnt expertise and capacity to use the Service for its intended purpose. tN WT't`N ~',ss WxEREOF, each vf the parties hereto has caused this Agreement to be execuxed in duplicate Esy its duly autharized officer or repz-esentat.ive. SPRINGBRCJC)K By: Naxne: MariJyr Rementeria CLIENT sy; Name: cj~~ Tir..le: Mana~,ina Partner - Sales Signature. ; } Date: , 2407 Title: £ Szgnatuxe: Date: c t , 2007 ATTACHMENT A to Subscziption Agreernent This AttachmentA lists the amaunt chargeci for the products and services pravided tn CLIEN`I" under this Agreenient, and the Gurrent cost for ather services. By- signing the Attachment, Client is agreeing to tkie se.fiedttle of fees for the duration of the Agreement. SEAVICE FEES: Initial Fee shall be $ 12,004 ($16,000 plus $4,000 discaunt) for the Service and shall be due at cantrac:t signing. An additional fee of $3600 shall also be charged for Set-Up and Train%ng an this Service. These shall be one-tirne fees and are due aand payaEale at completian and acceptance of scrvices, Annual Service Fees shall be based on 20% of the Service fee as set forth herein below. These fees sha11 cover Client Mairrtenance and Support as described in Attachmrnt B. The Arznual Serviee Fee for the f.irst year will bc $3200 and will be due upao installation of the UBpayments.c.arn application on a pro-rata basis through the end of Client's exisxing fiscal or calendar budget yrear. The Annual Service ]Eee rnay be reviewed arad adjusted by Springbrook every twelve (12) inontlis tc:} account for significant increases or- decreases in the number of aetive utility billing accounts wl7ich Client matntazns andlot- CPIIt>«I1A inc;reases. Custornizatifln anci Motiificatian Fees shall be caEeulated based on Springbrook's sta.ndard hourly service rates, and shail not he assessed until Springbrook has received a signed Springbraok work order fr,~a'tz°~ient for such ser~.~ices. ~ AT'I'Itt7VFI) BY C;LIENT: ~ ~ (s.igxiacure) ~ ~ ~007 {date} ~ . ATTACHMFNT B to Subscription Agreement A. Suppart and Maintenance. Springbraok sha.ll provide support a.zzci mazntenance related to t}xe Software oati the [o11ouing terms and conditions. A.1. I)~finztians. A.1.1. "Enhancement" means anv modi£icaxian or addition that, -cvhen rnade or acided to the Software, materially changes its utal.ity, efficiency, functional capability, or application, but that does not cozzstitute solelyr an Error Correction. Springbrook reserves the rigilt to designate any k;nhancernent rcleased by Springbraak after ttte Effective Date as a new versian of the Software or a.s new sottware application, and to conr3ition release and z-ight of access and use of the ztevsr application Ur version upon Client's paymenx oF an adjusted Scrvice Fee. A.1.2. "Error" means ans• failuY-e of the Software to cozaform in anyr materzal respect to its publ.ished .speeification. A.1.3. "Error Carrectican" nieans eic.h.er a znodification or addition that, when niacie or adcled to the So$tware, brir.lgs the Software into niaterial conforrnity with its published specifications, or a procedtire ar routine tlsat, when observed in he regular operation of the SoftwaY-e, avoids the pracz'rcal adverse effect of such noriconforinity. A,1.4. ;`Releases" means new versiol-is of the Saftware, which inay include Error Correctioiis andlor E.nhancements. A.1.5. "Ternporary Fix" rneans aii initial coxrecLion or "{ix" to a problc:rn ira the Software prior to the release of an error correction. A.2. Scope of Maintcnance. Durirrg the ternri of this Agreement, Spzizlgbrook shal-l provide Basic Mai.ntenance serviees in support of the Software. F3asic Ivlairzteriance services shall consist of: A.2.1, Downtirne. Springbrook shall make its best effarts to limit Service downtime cau.sed by rnai.ntenance, upgrades or repairs, to trvo (2) tiours per incident, and shall make its best cfforts to post on the Service website t.he expectecf downtime and the tinie at which service wi1:1 be restored. A.2.2. Error Correction. Springbrook will use a13 reasonable diligence to correct verif.ia}ale'and reproducilale Errors within a reasanable time period after reparted ta 5pringbroak. The Error Cprrection, when completed, may be pzavided 'zn the farm of a"xemporary fix,,` cansisting of suffcaent prograrnrning and operating instructians ta implement the Error Correction. A.2.3. Telephane/Modem 5upport, Springbrook sha11 provide support duri.ng narmal business hours (7:00am - 5:00prn PST) that perniits Client to report Errors in the Software or Service access and to receive assistance. Springbrook reserves the right ta bil.l hc,urly (following Client's prior approval) far maintenance in cases of repeated operator error, or where a single aperator errar .results in substantial effort by Springbrook to resolve the prablem. A.2.4. Changes in State and Federal Regulations. Springbraok ma}= pravide u.pdates needed to con£orin to state and federal regulations, including changes ta ta.x tables and routine forms. Maantenanr:e + services under this Agreement do not include updates to canform to anychanges in local governmental reg.alati.ons, including without limitation changes in utility hi.lli.ng rates, reports or methods. A,2.5. Routine Releases. Springbrook may, from time to tirne, issue Koutin.e Releases of the Softcvare, cantaining Error C'orrections and Enhancements. Rautine Releases wil] be made available to Clients wlio have subseriptian agreements .ixi place, as soon as reasanably> possible, at tirnes and on c:onditions to be escablislaed by Springbrook. Springbrook reserves the right to designate any Release as rautirie or non-routille. A.3. Exce tions, The follow ing naatters are not covered by Basic Niaintenance, and are outsidc the scnpe of services provided pursuant to this Agreetnent: A,3.1. Onsite support by emplayees ar agents Qf 5pringhroak; A.3.2. Training users in the proper opez•ation af the Software ai-id tlle Service; A.3.3, An}= problena resulting from Cliertt's misuse, irnproper use, alreration, or darnage of che Sc7ft•evare, unless approved bv Springbrook ir,. arriting; A.3.4. :Support of operating systeixis; support af non-Springbrook softvare, incl:uding but nat limited to spreadsheets, word pracessors, and general eaf:fir.e software; support of any pf Client's hardware or cammunications facilities. A.3.5. Set-up, iznplementation., data ~onversio,n and implementaxion management ser-vices. A.3.6. Any support or servzce supplied directly to a C:itizen, or tc, Clie:nt on behalf caf any Cicizen or cather thirci party. A,4. Ct~operation af Client. Client agrees to nntify Springbrook prampcly foll4wing the discovery of any Error. Further, upcsn discavery of an Error, t.lient agrees, if requestecl bgj Springbronk, to subntit to Springbrook a listing of outptat and any other data that Springbrook rnav require in nrder to x-cpraduce the Error arzd the aperating c.anclitions urzder whicli the Errar occurred or was discQVereci. Springbrook s]1a11 treat anv such data as c:onfzclential. B. Softwaxe Modifications Customization. CC°licnt agrees ta pa,y an ~icaurly ratc l~ased c~n Springbraok's regular schedi~Ie ot fces or e~.n. a bid basis for anv inadi_fications to or c;ustamization of the Softrvare r-nade by Springbrook at the Clzent's wrixtc.n request. All programs (including, .icieas and know-haw and concepts) developed 6y Springbrook ar-e arad sha11 remair) Springbrook's sole property. Any writi.zxg ar work of autllorsbip created by Springbrook (including all c.ustcsin program.miiig) in the cvursc of perfc~rming ats obligatians under this Agreerner,t, even zf desigDed specifically Ior and paid tor by C:lient, sba1l be the p roperty of SpringIarook, and Spr)Dgbrook znay ixiake such programs available to. anyt of its otlier clicnts. ~ APPROVEI~) BY CLIENT: { "Y . e ~ (signaturc:) MA~: ~ 9 200;' (date) ~~.~y