HomeMy WebLinkAboutSH15-009 PROFESSIONAL SERVICE AGREEMENTkj_;�IGINAL
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County")
and Government Payment Service, Inc. (hereinafter "Contractor"). The County and
Contractor agree as follows:
General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation);
Exhibit C (Proof of Insurance).
copies of which are attached hereto and incorporated herein by this reference as fully as if
set forth herein.
The term of this Agreement shall commence on the date of the last signature
below, and continue until April 1, 2010. The parties may renew this agreement annually
upon mutual agreement in writing. Any party may terminate this Agreement by giving
thirty (30) days notice in writing either personally delivered or mailed postage -prepaid by
certified mail, return receipt requested, to the party's last known address for the purposes
of giving notice under this paragraph.
Contractor acknowledges and by signing this Agreement agrees that the
Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes),
15 (Defense and Indemnity Agreement), 21 (Pate nt/Co pyrig ht Infringement) and 24
(Confidentiality), are totally and fully part of this Agreement and have been mutually
negotiated by the parties.
Professional Services Agreement
Page 1
IN WITNESS WHEREOF, the parties have executed this Agreement this ,91/day
of )? - , 2015.
Government Payment Service, Inc.
Signature f Si n
(Date �
' Name of Signatory
Print
R&Vflce� eWo
APPROVED:
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY, WASHINGTON
Chairm n
Vice -Chairman
to -M-0- oner,,
i'
Sheriff
GOMMISS
�91est:
0 r
• !Z'A
!i
.e • s
S-E..Nw �k of the Bo rd
-_ a
% �J, r®• r® ms`s+ \
/ f^ r • r
�,````\A roved as to Form:
��!lPtlliil14 , p p
Contractor Address:
7102 Lakeview Pkwy, W. Dr.
Indianapolis, IN 46268
Professional Services Agreement
Page 2
By: -L 1? -7 %0+0
Deput Prose uting Attorney
4 i wX k, t(-, (,t v
County's Address:
Kittitas County
205 West 5th Avenue, Suite 108
Ellensburg, WA 98926
Project Contact:- Project Contact:
Mark E. MacKenzie Paula Hoctor
GENERAL CONDITIONS
1. Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials set forth in the
project narrative identified in Exhibit "A" during the Agreement period. No material, labor,
or facilities will be furnished by the County, unless otherwise provided for in the
Agreement.
2. Performance of Work:
Contractor shall perform work in accordance with, and shall comply with, all of the
provisions of this Agreement. All work shall comply with applicable codes and ordinances.
3. Schedule of Performance:
Unless directed otherwise by the County, Contractor shall perform the work in accordance
with any schedules made a part of this Agreement.
4. Definitions:
4.1 "Additional Insured's" means the County, its successors and assigns, and
the respective directors, officers, employees, agents and representatives of
the County and its successors and assigns.
4.2 "Support" means the following: Contractor's directors, officers, employees,
agents and representatives, and sub -Contractors of any tier; the respective
directors, officers, employees, agents and representatives of these sub-
contractors of any tier; and any other person or entity acting under the
direction or control of, or on behalf of, Contractor or any Contractor's sub -
Contractors of any tier in connection with or incident to the performance of
the Work or this Agreement.
4.3 The "Work" means all of the duties listed in Exhibit A and the performance of
all other obligations, under this Agreement by Contractor or its Support.
5. Accountinq and Payment for Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set
forth in Exhibit "B". Where Exhibit "B" requires payments by the County, payment shall be
based upon billings, supported unless otherwise provided in Exhibit "B", by documentation
of units of work actually performed and amounts earned, including where appropriate, the
actual number of days worked each month, total number of hours for the month, and the
total dollar payment requested. Unless specifically stated in Exhibit "B" or approved in
writing in advance by the Kittitas County Board of Commissioners, the County will not
Professional Services Agreement
Page 3
reimburse the Contractor for any costs or expenses incurred by the Contractor in
performance of this Agreement.
Where required, the County shall, upon receipt of appropriate documentation, compensate
the Contractor, no more often than monthly, through the County voucher system, for the
Contractor's service pursuant to the fee schedule set forth in Exhibit "S".
6. Assignment and Subcontracting:
No portion of this Agreement may be assigned or subcontracted to any other individual,
firm or entity without the express and prior written approval of the County.
7. Independent Contractor:
The Contractor's services shall be furnished by the Contractor as an independent
Contractor and nothing herein contained shall be construed to create a relationship of
employer-employee or master -servant, but all payments made hereunder and all services
performed shall be made and performed pursuant to this Agreement by the Contractor as
an independent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified
in Exhibit "8" and the Contractor is not entitled to any County benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance
benefits, or any other rights or privileges afforded to Kittitas County employees.
Contractor will defend, indemnify and hold harmless the County, its Additional Insured's,
officers, agents or employees from any loss or expense, including but not limited to
settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph.
8. No Guarantee of Employment:
The performance of all or part of this Agreement by the Contractor shall not operate to
vest any employment rights whatsoever and shall not be deemed to guarantee any
employment of the Contractor or any employee of the Contractor or any sub -Contractor or
any employee of any sub -Contractor by the County at the present time or in the future.
9. Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal
or State income taxes. Where required by State or Federal law, the Contractor authorizes
the County to make withholding for any taxes other than income taxes (i.e. Medicare). All
compensation received by the Contractor will be reported to the Internal Revenue Service
at the end of the calendar year in accordance with the applicable IRS regulations. It is the
responsibility of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the Contractor is solely liable for any tax obligation arising from the
Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify
Professional Services Agreement
Page 4
the County against any demand to pay taxes arising from the Contractor's failure to pay
taxes on compensation earned pursuant to this Agreement.
The County will pay sales and use taxes imposed on goods or services acquired
hereunder as required by law. The Contractor must pay all other taxes including, but not
limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net
income, or personal property to which the County does not hold title. The County is
exempt from Federal Excise Tax.
10. Regulations and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States of
America, and State of Washington, and political subdivisions of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11. Right to Review:
This contract is subject to review by any Federal or State auditor. The County or its
designee shall have the right to review and monitor the financial and service components
of this program by whatever means are deemed expedient by the County. Such review
may occur with or without notice, and may include, but is not limited to, on-site inspection
by County agents or employees, inspection of all records or other materials which the
County deems pertinent to the Agreement and its performance, and any and all
communications with or evaluation by service recipients under this Agreement. The
Contractor shall preserve and maintain all financial records and records relating to the
performance of work under this Agreement for 0 years after contract termination, and shall
make them available for such review, within Kittitas County, State of Washington, upon
request.
12. Modifications:
12.1 Either party may request changes in the Agreement. Any and all agreed
modifications shall be in writing, signed by each of the parties.
12.2 The County may, at any time, by written notice thereof to Contractor
("Change Notice") makes changes in the Work within the general scope of
this Agreement, including, but not limited to: (a) changes in, revisions to,
substitutions for, additions to or deletions of any Work; (b) changes in
schedule; and (c) acceleration, deceleration or suspension of performance
of any Work.
12.3 If any change in the Work causes an increase or decrease on Contractor's
cost of, or the time required for, performance of the Work, an equitable
adjustment in the compensation to Contractor and in the schedule for the
performance of the Work shall be made to reflect such an increase or
decrease.
Professional Services Agreement
Page 5
12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable
equitable adjustment, Contractor shall proceed in accordance with all
Change Notices. Contractor must, within thirty (30) days after receipt of any
Change Notice that does not set forth any acceptable adjustment, submit to
the County a written statement setting forth any adjustment claimed.
12.5 If any change results in a decrease in the Work performed, Contractor shall
be entitled to compensation associated with changing the Work, such as
revising design already completed, revising calculations already performed,
and revising documents.
13. Termination for Default:
If the Contractor defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency
or makes an assignment for the benefit of creditors, the County may, by depositing written
notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at
the County's option, obtain performance of the work elsewhere. If the Agreement is
terminated for default, the Contractor shall not be entitled to receive any further payments
under the Agreement until all work called for has been fully performed. Any extra cost or
damage to the County resulting from such default(s) shall be deducted from any money
due or coming due to the Contractor. The Contractor shall bear any extra expenses
incurred by the County in completing the work, and all damage sustained, or which may be
sustained by the County by reason of such default.
If a notice of termination for default has been issued and it is later determined for any
reason that the Contractor was not in default, the rights and obligations of the parties shall
be the same as if the notice of termination had been issued pursuant to the Termination for
Public Convenience paragraph hereof.
14. Termination for Public Convenience:
The County may terminate the Agreement in whole or in part whenever the County
determines, in its sole discretion that such termination is in the best interests of the
County. Whenever the Agreement is terminated in accordance with this paragraph, the
Contractor shall be entitled to payment for actual work performed at unit contract prices for
completed items of work. In the event of such termination, an equitable adjustment shall
be made in the compensation payable to Contractor.
An equitable adjustment in the contract price for partially completed items of work will be
made, but such adjustment shall not include provision for loss of anticipated profit on
deleted or uncompleted work. Termination of this Agreement by the County at any time
during the term, whether for default or convenience, shall not constitute a breach of
contract by the County.
Professional Services Agreement
Page 6
15. Defense & Indemnity Agreement:
The Contractor agrees to and shall defend, indemnify and hold harmless the County, its
Additional Insured's, appointed and elective officers, agents and employees, from and
against all loss or expense, including but not limited to judgments, settlements, attorney's
fees and costs by reason of any and all claims and demands upon the County, its
Additional Insured's, its elected or appointed officials, agents, or employees for damages
because of personal or bodily injury, including death at any time resulting therefrom,
sustained by any person or persons and on account of damage to property including loss
of use thereof, whether such injury to persons or damage to property is due to the
negligence of the Contractor, its sub -Contractors, its elected officers, employees or their
agents, except only such injury or damage as shall have been occasioned by the sole
negligence of the County, its Additional Insured's, appointed or elected officials, agents, or
employees. It is further provided that no liability shall attach to the County by reason of
entering into this contract, except as expressly provided herein.
18. Industrial Insurance Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional Insured's, officers, agents and employees, the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act,
for injuries to its employees and agrees that the obligations to indemnify, defend and hold
harmless provided in this agreement extend to any claim brought by or on behalf of any
employee of the Contractor. This waiver is mutually negotiated by the parties to this
Agreement.
17. Venue and Choice of Law:
In the event that any litigation should arise concerning the construction or interpretation of
any of the terms of this Agreement, the venue of such action of litigation shall be in the
Superior Court of the State of Washington in and for the County of Kittitas. This
Agreement shall be governed by the law of the state of Washington.
18. withholding Payment:
In the event the Contractor has failed to perforin any obligation to be performed by the
Contractor under this Agreement within the time set forth in this Agreement, then the
County may, upon written notice, withhold all monies due and payable to Contractor,
without penalty, until such failure to perform is cured or otherwise adjudicated.
19. Future Non -Allocation of Funds:
If sufficient funds are not appropriated or allocated for payment under this Agreement for
any future fiscal period, the County will not be obligated to make payments for services or
amounts incurred after the end of the current fiscal period. No penalty or expense shall
accrue to the County in the event this provision applies.
Professional Services Agreement
Page 7
20. Contractor Commitments, Warranties and Representations:
The Contractor represents and warrants to the County as follows:
20.1 The Contractor is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware,and has all requisite corporate
power and authority to enter into and to perform its obligations under this
Agreement.
20.2 The Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the
obligations of the Contractor under this Agreement in accordance with its
terms.
20.3 This Agreement has been validly executed by an authorized
representative of the Contractor and constitutes a valid and legally
binding and enforceable obligation of Contractor.
20.4 The Contractor has or will obtain prior to the commencement date such
licenses, permits and other authorizations from federal, state and other
governmental authorities, as are necessary for the performance of its
obligations under this Agreement.
20.5 The Contractor is not in violation of any applicable law, ordinance or
regulation the consequence of which will or may materially affect
Contractor's ability to perform its obligations under this Agreement. The
Contractor is not subject to any order or judgment of any court, tribunal or
governmental agency which materially and adversely affects its
operations or assets in the State of Washington, or its ability to perform
its obligations under this Agreement.
20.0 None of the representations or warranties in this Agreement, and none of
the documents, statements, certificates or schedules furnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obligations contemplated under this Agreement,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements of fact
contained therein not misleading.
21. Patent/Copyright Infrin_ ement:
Contractor will defend and indemnify the County from any claimed action, cause or
demand brought against the County; to the extent such action is based on the claim that
information supplied by the Contractor infringes any patent or copyright. The Contractor
will pay those costs and damages attributable to any such claims that are finally awarded
against the County in any action. Such defense and payments are conditioned upon the
following:
21.1 Contractor shall be notified promptly in writing by County of any notice of
such claim.
Professional Services Agreement
Page 8
21.2 Contractor shall have the right, hereunder, at its option and expense, to
obtain for the County the right to continue using the information, in the event
such claim of infringement is made, provided no reduction in performance or
loss results to the County.
22. Disputes:
22.1 General
Differences between the Contractor and the County, arising under and by
virtue of the Agreement Documents shall be brought to the attention of the
County at the earliest possible time in order that such matters may be settled
or other appropriate action promptly taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time limits
stated, the records, orders, instructions, and decisions of the Kittitas County
Commissioners shall be final and conclusive.
22.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which
otherwise may be payable, or to extension of time for (1) any act or failure to
act by the County, or (2) the happening of any event or occurrence, unless
the Contractor has given the County a written Notice of Potential Claim
within ten (10) days of the commencement of the act, failure, or event giving
rise to the claim, and before final payment by the County. The written Notice
of Potential Claim shall set forth the reasons for which the Contractor
believes additional compensation or extension of time is due, the nature of
the cost involved, and insofar as possible, the amount of the potential claim.
Contractor shall keep full and complete daily records of the work performed,
labor and material used, and all costs and additional time claimed to be
additional.
22.3. Detailed Claim
The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thirty (30) days of the
completion of the portion of the work from which the claim arose, and before
final payment by the County, the Contractor has given the County a detailed
written statement of each element of cost or other compensation requested
and of all elements of additional time required, and copies of any supporting
documents evidencing the amount or extension of time claimed to be due.
23. Confidentiality:
The Contractor, its employees, sub -Contractors, and their employees shall maintain the
confidentiality of all information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon the prior written consent of the Kittitas
County Prosecuting Attorney or an order entered by a court after having acquired
Professional Services Agreement
Page 9
jurisdiction over the County. Contractor shall immediately give to the County notice of any
judicial proceedings seeking disclosure of such information. Contractor shall indemnify
and hold harmless the County, its Additional Insureds, officials, agents or employees from
all loss or expense, including, but not limited to settlements, judgments, setoffs, attorneys'
fees and costs resulting from Contractor's breach of this provision.
24. Notice:
Except as set forth elsewhere in the Agreement, for all purposes under this Agreement,
except service of process, notice shall be given by the Contractor to the department head
of the department for whom services are rendered, and to the Kittitas County
Commissioners, 205 W 5th Ave, Suite 108, Ellensburg, WA 98926. Notice to the
Contractor for all purposes under this Agreement shall be given to the address reflected on
the signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first
class, postage prepaid.
25. Severability:
If any term or condition of this Agreement or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms, conditions or
applications which can be given effect without the invalid term, condition or application. To
this end, the teras and conditions of this Agreement are declared severable.
26. Miscellaneous:
26.1 The County's failure or delay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shall not be construed as a waiver or relinquishment to any
extent of its right to assert or rely upon any such provisions, rights or
remedies in that or any other instance; rather the same shall be and remain
in full force and effect.
26.2 This Agreement embodies the entire Agreement between the County and
Contractor, and supersedes any and all prior agreements, regarding the
Work. No change, amendment or modification of any provisions of this
Agreement shall be valid unless set forth in a written instrument signed by
the party to be bound thereby.
26.3 The rights and remedies of the County set forth in any provision of this
Agreement are in addition to and do not in any way limit any other rights of
remedies afforded to the County by any other provisions of this Agreement,
by any of Contractor's Support or by law.
26.4 The headings of sections and paragraphs of this Agreement are for
convenience of reference only and are not intended to restrict, affect or be
of any weight in the interpretation or construction of the provisions of such
sections or paragraphs.
Professional Services Agreement
Page 10
27. Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any
prior or subsequent breach. No terms or conditions of this Agreement shall be held to be
waived, modified or deleted except by an instrument, in writing, signed by the parties
hereto.
28. Survival:
The provisions of paragraphs 7, 93 111 135 14, 15, 103 177 18, 19, 20, 21, 227 , 237 27, 293
and 30, 31 shall survive, notwithstanding the termination or invalidity of this Agreement for
any reason.
29 Nondiscrimination:
29.1 The County is an equal opportunity employer.
29.2 Nondiscrimination in Employment
r
In the performance of this Agreement, the Contractor will not
discriminate against any employee or applicant for employment on the
grounds of race, creed, color, national origin, sex, sexual orientation,
marital status, age or the presence of any sensory, mental or
physical handicap; provided that the prohibition against discrimination
in employment because of handicap shall not apply if the particular
disability prevents the proper performance of the particular worker
involved. The Contractor shall ensure that applicants are employed,
and that employees are treated during employment without
discrimination because of their race, creed, color, national origin, sex,
sexual orientation, marital status, age or the presence of any sensory,
mental or physical handicap. Such action shall include, but not be
limited to: employment, upgrading, demotion or transfers, recruitment or
recruitment advertising, layoff or termination, rates of pay or other
forms of compensation, and programs for training including
apprenticeships. The Contractor shall take such action with respect to
this Agreement as may be required to ensure full compliance with
local, state and federal laws prohibiting discrimination in employment.
29.3 Nondiscrimination in Services
The Contractor will not discriminate against any recipient of any services
or benefits provided for in this Agreement on the grounds of race,
creed, color, national origin, sex, sexual orientation, marital status, age or
the presence of any sensory, mental or physical handicap.
29.4 If any assignment and/or subcontracting has been authorized by the
County, said assignment or subcontract shall include appropriate
safeguards against discrimination. The Contractor shall take such
Professional Services Agreement
Page 11
action as may be required to ensure full compliance with the
provisions in the immediately preceding paragraphs herein.
30. Prevailing Wage:
Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics
employed in the performance of any part of the Work by Contractor in the State of
Washington in accordance with RCW 39.12 and the rules and regulations of the
Department of Labor and Industries. The schedule of prevailing wages rates for the
locality or localities of the Work is determined by the Industrial Statistician of the
Department of Labor and Industries. It is the Contractor's responsibility to verify the
applicable prevailing wage rate. It is understood that the Contractor is responsible for
obtaining and completing all required government forms and submitting same to the
proper authorities.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Department of Labor and Industries. The arbitration decision shall be final and
conclusive and binding on all parties involved in the dispute as provided for by RCW
39.12.000.
31. Debarment Certification:
The Contractor certifies that it:
31.1 Is not presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from covered transactions by any Federal
department or agency.
31.2 Has not within a three-year period preceding the execution of this contract
with Kittitas County, been convicted of or had a civil judgment rendered
against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public or private
agreement or transaction, violation of Federal or State antitrust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, tax evasion, receiving
stolen property, making false claims, or obstruction of justice.
31.3 Is not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 32.2 of this section.
31.4 Has not within a three-year period preceding the preceding the execution
of this contract with Kittitas County had one or more public transactions
(Federal, State, or local) terminated for cause of default.
Professional Services Agreement
Page 12
EXHIBIT "A"
SCOPE OF WORK
In addition to providing all material and labor, the contractor shall:
The contractor's obligations are contained in the Participation Agreement.
o See Appendix A, 3. GPS obligations.
Professional Services Agreement
Page 13
EXHIBIT "B"
COMPENSATION
0 As provided in Appendix A, 3.5, GPS Obligations.
Professional Services Agreement
Page 14
EXHIBIT "C"
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of
the Work such insurance as will protect Contractor, its Support and the Additional
Insured's from all claims, losses, harm, costs, liabilities, damages and expenses arising
out of personal injury (including death) or property damage that may result from
performance of the work or this Agreement, whether such performance is by
Contractor or any of its Support.
All insurance shall be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Class VII or better in the most recently published
edition of Best's Deports unless otherwise approved by the County. If an insurer is not
admitted, all insurance policies and procedures for issuing the insurance policies must
comply with Chapter 48.15 DCW and 284-15 WAC.
The Contractor shall provide proof of insurance for:
1) Commercial General Liability Insurance.
■ Coverage limits not less than:
• $1,000,000 per occurrence
• $2,000,000 general aggregate
■ Certificate Holder — Kittitas County
■ The Certificate must name the County as additional insured as
defined in the Agreement
2) Stop Gap/Employers Liability,
■ Coverage limits not less than:
• $1,000,000 each accident
• $1,000,000 disease — policy limit
• $1,000,000 disease — each employee
3) Commercial Automobile Liability Insurance.
■ Automobile Liability for owned, non -owned, hired, and leased
vehicles, with an MCS 90 endorsement and a CA 9946
endorsement attached if `pollutants' are to be transported.
■ Coverage limits not less than:
• $1,000,000 combined single limit
4) Excess or Umbrella Liability.
■ The Contractor shall provide Excess or Umbrella Liability coverage
at limits of $3,000,000 per occurrence and annual aggregate. This
Excess or Umbrella Liability coverage shall apply, at a minimum, to
both the Commercial General and Auto Insurance policy coverage.
Professional Services Agreement
Page 15
This requirement may be satisfied
primary Commercial General and
any combination thereof.
instead through the Contractor's
Automobile Liability coverage, or
5) Workers' Compensation.
■ workers' Compensation in amounts required by law.
0) Professional Liability,
■ The Contractor and/or its Subcontractor shall provide evidence of
Professional Liability Insurance covering professional errors and
omissions. Such policy must provide the following minimum limits:
• $3,000,000 per Claim
• $3,000,000 annual aggregate
■ Because this is a claims -made policy, tail coverage must be
provided, allowing for a three-year extended reporting or discovery
window following the current policy period.
Contractor shall furnish the County a Certificate of Insurance with Endorsement as
evidence that policies providing insurance required by this Agreement are in full force
and effect. Contractor hereby waives all rights of recourse, including any right to which
another may be subrogated, against Kittitas County for personal injury, including death,
and property damage. Contractor's insurance policies required above shall be primary
insurance and shall be non-contributing with any other insurance maintained by Kittitas
County.
The Contractor shall assume full responsibility for all loss or damage from any cause
whatsoever to any tools, Contractor's employee -owned tools, machinery, equipment, or
motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers
or contractors as well as to any temporary structures, scaffolding and protective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage and
limits required are obtained by subcontractors.
NOTE: No contract shall form until and unless a copy of the Certificate of Insurance
with Endorsement, properly completed and in the amount required, is attached hereto.
Professional Services Agreement
Page 16
APPENDIX *4A3,1
Ind �)etwexen
-rhi,
-9 -adon Agrwmenl
P
artc, t Name:
,-W-dress:
'P:
r"*r; State., Zi
mam' voitce, Plione:
-7,W-.Ob
Del
T L - 1�
a 'au
l0bia G- #f
vnt Serlice I
•and Govelrm
fermd in helmiri as 1�1 ladiana-
PC Drrie. lndaana-P�nljs)
riess at, aXVVIVIV
02 L
paj z�lace of busia
corpot-auen hia—Ame i�-t PHM
GPS
j *, m
_7evNr-r'c.Onsisting ot mutaiu
4ment ove
Led a
W-HERLAS, GPS assentribi 3WPrrts -1-le ih-roug' Gj?Sj M-0
v -ardholders ;n
on �helr behallf made b.0
cps toaccept payments
endtess- latlairve ach -.Inuw-ted w1i
F.xr
ress Discover
debit -Vards ca-rrving the A-M-9W.Mll 4jt
GPS accems cr-P-dit =ds 3nd '�f such r,,r---d_ and fie-,
the r-,quir-Ments C
r-3
L
Visav bmds fi-o-na =-ao Cie 'MC5 in ac vPavN Otw-Orlc; ad
,an -s iff rEe U0
zatiTmOlrdets to
p� Tym-mm madk.
axx"Ibn-ad
hanc
Inn art �iervaces M'd vnl c; adminis l?'art'ClPaut 4 0 �hp'
torolle partici'o S
W-HE"AS, in order to -'S prov
ides;
-qpt)oe,, .3ervic :7, as GPS
t �4T-etwork and accic"pt PaYments from C -?S, -W;Lh
ay
Govp al�Net ? men
contal-ned- herem and o6er pod aril valuabl-
mutual -Prov!
1,-vjjsmeraltu -n ot the fc-flows:
NO -IN, TUIRSUORE, -lei GFS agree as
ted, want and
dl Pan�ci
nsjl
aiid adequaev of 1which
-1 derad iu
��Oca. the, .
10
Recitals.
-A part 31- -1 is Agn-N.-memL
intim and Imace pt -011
b -Y A
Ufte ri
Abnrt cetals am this reference M-001-00ra-wd
ID
A 4,
w-__
R -rv4ee%Amn
and &?P- Tq
W 4efe+a--
-410
Y
L 1 9 fix
ll� f
7jr-lp A Ni -, p -AV, Pd 10
(3pS AV T T -N A VE, 27 (TY, YNDADD
em llvovl��
it
Y lm_�, I DF)
LI
1.3 vme;rt ,��eryf C. im. RN L
L _1 17 _N 20
3E GPS Obfigationzsl
GFS) -,vd s i_;arffieriders to pay imc)'Unts 4,Zliue t-0 _Pattdiolvam by diolng the t'I:L�wml g:
Ji
GPS ihafll obtain - utho 1.0 ,,,,rocem a 4-ur e to chle i,-ardno-ider"3 crem imrd- acco=L
ardholder a r-maon 9
T 7
,-]I' &-bI-I;F 3ach cu�fficilder`3 ClIeWt :.-ard acceunt for �;,=c,3es of 3anding- paymenq`.3) '-)V 3UCn
e 7�Ae -ard issuer, res or mngice, tc% accep
to Partbicipant. -Such nnla: debits mhad A..,tance by
a
i1cable la-ws- orzrft�, aticri3&som
matiom,ndes, and anY a,
GfPS 3hal: act on PutJR-,iPant'3 behaillf m* accepting payments from Gudholdon made by ondit 1-0�ar
and Cienit }cards 'for the -ourzmes and. at the ser -me fees fisted on ;.Aach attachinte.t hint designat..d. in
-i
older et
fes a;- its sole ov-60:0- pro-t-AdIm-gr
i
GPS may modifV m
Ah
Section .9 -,,)f tais Agpemen
Part-L'clipant' with no=tice, of suct'i modification and -a rervised attachment reflecting modifled fees m*or
to impcsing a ae-w -f-Ce ixlwture. Service flees are Ron-re.Lan dable.
10PS &4aE, u-ansmit Iftinds- to Pieantto, ap iy P to cardholder obligan"ons as% PaImicirantdiTeems --,.,;lased
+ A
on mique pailyment -,*des SPS em4lshass on itts S-srslrem tor the rouUng of cardholder �,jnd,3 to
den
I '_C b -v - ipant. -r ac-cmed bv
L 4
Flafi'ci-pamt, iuch co-K-4es to be matdC. a-vaillable to c-arufl_ml 2 ar*u
through the CfPS. web -3it.e.
ix r r
"arifici-P hia I'L Q C -gobaclm. G
ve no dabi-Lity for reve"Ls 4Iq ick I - m, -sib
I- ant ahaff a! g I PS 3hall tk.. spoin -to
hmd amig ail volaargeloackst, rt -pr t;sen=enzs, customer 3erfice to zardholdim, iolmms and artyv
to
transacami
dk-, p q tis associiatee with caralhoWers' use of caras _-ntai ke o s I videmant
final
tjumu _F'orr Pivarposes. or' I-JaPOIng GN bNocks wnd recor-&- adll pa-yments- will be considered
12 months a -Re r 'Oei,-n authorized by the -a Hi -is -ming bank
Cr � rhe ?a-- or%
'Pant an fees artimpate. In ;rmumt Nem
shall no- m5ar=-e Fartic.i. P
r
A%.IWIr"/C3 Me rII&W t C, I articipant 1 -for -other sen/lokes or eq�ai7vmetit, 3Lch as X11tom SCA117-var-C.
develorment. pent-maher-al devic-es., and. o'etsernices and sup!pert is the parties may are- irpon -tom
,mme S la
A ra-m smPoort to -ardhialiders 4C
1� L to 3haij Tiae
' ' GoAiPayNet Payment Ner-w-j' ad—mmijma"
-ora
flam'cil,amt lr p a tc'u'-free tefephone Inizip Hime a-ri-d tht -.ITJn_-6e-mI -a.
17 0 tL4e_
de I �. 0 - bers., wel id
OP S shall Pro'-wi I Participant With tr onwedures, tione a= CM&Ses,
and -oromotional and lona materiaLs afl at GIPS, slole ex-oerise.
ally ami -pose -ad upon its 3t-: n- Iems:
.3 OPS shall --be re-Ston-SkIbie t ail, Bederal, ate, And locai taxes -e-49 -I
4. ftrtki antObfigAdOFIS.
D 'Net is aondationiad -mon 4!1,-. -.60110
-ArtlIcipant s c*-nanued paTbicipa-don in the -GovPay_Net Pw wring:
I- yment twGIEI&
GP
nd ffistri - 16c nals
4t I Pm-dicipaatif shafl 4' keep availaibike f0br mfmmc�el! any aser ananui�s a imal mate
& iiI f -
D
I 'i -)ther pTomotion i and struc ional
provides articip-ant, �� i) clisplay logros signage, Idtemure, -are al in
Ig
in 0verate with. all rezisvnabie OPS nequests to �,moounaae
mxtieeials ±m GPS priov'des, and ovt7
T I
gzeiter use by aa-rdholderg ADI'the C3ov?,aYNefI IFa".. ent Network -
4
,-acnpant Mah ro;'de teleco m-mue-i-atiom mpabiliiities� such as telephone, facsiwile, and Internet `2 P
m, p6t,
ble GPS toma
connections to enabie 0ard-holders to access CPS firom Ylartcipant toCaUlons -anili _,,2
commu-niccate, -zjpith Partticipanr.,
Agreement 'No. '_)IjY_Y7_*VN.IDD `age -41, ort, '6
D -D
10 2f Governme.-ac Paytne-na `
- -c - I ^e r 4. * - -
amTaz 3hafl iesrons,blta, _L -Cr estabtlis ind maintm 3ecize aicc.eSS at its i1ccations to the,
'd 'Catic"11, c.,�wOrds M-d ox-,Caudom .or access cr eJI
UPS idr-n�lsmwve 3,V cl
-u-e"14 U -i 7jser t- entill A
. C.- nfidentj ' 'riformai-ion. OPS shall be Ma"I'led to r,-I"V on aT-1-v --cm-Tr, catiew �)r instracu''ons Linivated,
0 al
K=L
UQII� PaSSWOVICIS 3ecurlty Amd identiry towns
with Pan,'c_` ant's iser dent -d" -ca"
IP
AA Pa c" ant �haL designaile a pnmwy conLact 3nd -a -3Ccondav; con-Lact Iftir SPS to -,OTnMUrIIc.at,-., wltlh
on otpexrarionic=c aI md admim-suadve, ices.
Pa-
Part-1c.pant shaill prolA & awmarate bank routing nudl Ic'-1 mt numbers. to GIDS Ii . rticipal t reqaest'��
4 V
4'. f 4nds D"
_X
tlectro-nic deposit Q-`
4.6 _`Rarticioant. 'mail c000perate,?rIc-hi GPS �a the. event of an to rtfund tc- GPS :&unds that
V - Pa
G? S can J e m- c nsfmate ax, e -ed c hiabihitil-cs to Micipant-
4. 7 Particlaant .3hall prolAdle OF' wid prompt writtft,-n noluct, or any -%hang%-. 'a theinfor.rIaTtion
t
Nrucir,ant Provides to SPSW...-s-sax-y for Participant3 pmIcipatuorn mi the Go d' Payment
�Tcket_T,xjncrk, Inc luding -aut not I L-Tilited zo any --,hange in its bank routing and account -numbers.
43 In tic� Cvent ?acrticipant LW%peives a Pay=nt mom GPS that appears tcj 4a beem -abM11-ried thmugh
fraud, Pay -q_ci-oant Shall 1-100-McraT mi arni resuldne iwies"'Ligatiotil.
4.9 P t 3hall x Hovy 4±e GovPayNct amoaracination ooceures
thaz GPS
:=Ades- w. ]?utci-Pant, -as- sucli- prox-,edures--mmy -be updated ZOM tLMeF-tG_ lime-. Pard' Clio aw- =List
A
f6flo-w OTSS IrStj-LIcU'oc,3 and orocedures rtgard-ina dis-,j*av of card as-s-ocia-dion iog.,C)sx
5
4
r
ulue any ot"her tor scrvllc,-
.10 ?arlic-ipaut shall Auct �:,!, nx L e r into aLiy otheir agr ��,,mcnt 0
a
X � -Or du is
-iinlEt-W to theme aVai_h4b_IM; throu"'. the- Go-t,7113aif_Nfetl _P v m te- nt Nemr-wor t -e rrden of th,
A-cyria-mont.
5
resentadons and Warraalies.
5GPS Rep -I
st GPS accordamce- with MY -M. GPS
I)Lrding, and morceable agairis .1 M
Lais A r.=fr. is alid.
gree It3
as -r and mit7 -cute and Jefi-vt-r dais Agreement 3nd erf rm or
ks obli ations
al fill power wt aucho j to t�x%.# p o'
at
eq.- I," U4 e r.
9M
dlls amnvlc--�i es, at and .34-o-iitxactors have and shad possess le Wica Mi"In, �Ikncwkdge and
PA
'14 I -ay
=p-M-ence neceswy tic- quaiilfy dhein individually for the particul duties to perform.
tar
4j
J. Duximu the peribrmanct ji"this Ax2rtememt CTS shall provide serrices in a non_4LSCnnIjnaMrt manner
C)
nationji migm, iex. age,
and sbail not deny _icr-Ace% or mployment CIM fffie- basis of MCfe. gid* cator,
diiabihir'y., �,7),exual onentadc_f-4 MIARary, Aatus-, n2wAw sitatus or any oth-ex legatly proreemd class.
A. x 'mh the rni'cs and pvx-cmvDI; able to the -nadit and deb -it -ard rindsht
JA Ari I I
loc-epf,- and with all, apqiiiGab le., laws and regwatlon3.
q. Participant epresentations and Warranties.
R
I�r) I Im 11t.___gsarj f r it t into-
Qrf all WIMA _rq gal, and regi.T.11atory measum r
P andc' an take MLI-tivel, Ite.- b c m et
this 'A
greement.
"PS No. ST-PARTICLP Page 3 0 1,
G - AN'I'N-kME, 20-Y iNYMIDD
(r;PS PAG-overntmental, .2613NOV?6)
nm Inc,
LI .-Jove=ent P ayrruea C to
Ir(GO-V NNI-AL1, W) C_1jY_Y:NU.M DU
L
f I - I I
SW41C o4,011C ag=,C'Iy, a3 -1%-fX_eG In
L-�lPan;,cipaaw.: deskes �o es d:L4s.kql��ement to another p
ip
wice -awtersion, and iiiail �axo pWable, Law, Participant 3h?J1 first noLidr G.P.S. U'_1 ring aft�e. planned -,er
iE cictions xces iari under -juch la -w o make, this A g
-nt bindhig apon. my iuch�,)ubhc
I
eme ng l
-1 i� e -a t-3 I 1CIPaut in
6.3 T -M ATetlmenE is Vahid, binsding. _V a �O r e dgainst Part- acce-&-incC th its tem -S.
i
Aw Nticess
. - , o
,C)EM.03 Perrinniucc.-I or req.-ur.. Nn6ngy and shail be given to te remect.1-Aa
All n ed by this Agreement shadd g
i)arties in pets-om lov Birst I-..Iw- maill or Iffics Owith a hud -.1opy addressed to:
GPS
r
Contact e; Client Ser,,Aces Departmen_;.
?articl ant Name; over' east _'Elayment Inc-
-iew :71 arkw. ay West Drive
Addrtss: 021 Lakov
City, S - i zip: indianapohs, Indiana 46.269
?hckn- e: Phone: (366) 564-OLI-59
Facs=le: (389) 665-475-5
Email:
or to 3uch other -persion p'a tbatparties ma,7,i -from tm'q p time -designaig. -NI—otic, es -- and --ons =de-t-
MeA
rft-ceiv L senit I -y mcail or£ ;ourier, flivre days t5ollowinar their i rOS L the
Us, geeon shamsbe deemed t e W U 0Uer I
IC>
U
nsm-ittad tc thw,. raumber .S. Mail or wiffi suv-h CIA,: and,, if sent by facsimile, he such factsmilke. is tra
p
in thiss sec T -non and 3emder reeewes a ri o. nm-matiom odf such facsi le..
8- Disclaimer3 and Llimitadon ;)f Liability.
WyMeM
IT 3
- 71A -e solla tpuqose of 211,1.iL3 Agreement t is to ic- an to participace in the GjoyPayNet
L, e Pwti %�,
4-1 1 -b"-*Oj !hlat amounts GjPS
ra mr - es n 11
NL t WN o, 6 c amcw an, i tmde and agreersL diat GPS tak Lo msponai
1ho, GPS
rj iany and _d
zammits to Pwlicipant will &Ey 3atis' er3 obliganion to 1-Ra-rd.cipant and I
does aot w&,-Lmr am pardc-talar outcome -Dr re=p.o ther -!an the deli- of _--mch cwdholcler's
pay m.ent n ?ars cippanit
8 1 GPS still pro -vi =1 adl ierllces hereunder 10 Pa-IM"Ci ant as an dependent contr�wtol. NoffiLrg
conla-fined herem ihail be deemed to -'r-eate wry associabion, plaxtrnershim "OnsKir.
t irenrire, -or lau
to pr -i e-ithler, parw with
-of mastar and 3er7zacnt or empto=yrei and employee between dhe -oar%,,,
the right, parwer. or xaac6vy, expressed or i lied. to create any guch du V or 6htig.tion on- behalf
of the other par -try,
irom
I an "In lUyees
HS sha indemwtv and Wle harm!ess fttwipan� iti agf*�j o cer,3, d P'
ff
r"
n-isron-Mmilty or habithabit'for dmages, Costs. enenses, fincludinp, reasonable atto ev AAd%ws and
defense vests ) resuld-n-g from the death of- damaues to or d
or injuries to any person r estii-ie tion o'
le pro-perty dixectly causeal I y the nqghigence or W111PA conduct o - G S.� its MP1O-,,1tes.
any tanglo MIS t OT i
or agents in the pert'ormance, of services der-mrder. This indemnif Lation shall not extend to
claims, demands, damages,, costs, expewws (Liucludling a-tto rney's ices find defense costs),
judzments or liabififies rasulting from the iole or con tribatory, neghgence or wflilfui
g
misconduct of Participant.
GT� Agreeraeml I 'o, ST-P�A_RMLC12AN A N. f. E, 2 0 Mv W, D
p xmen -14 S ervic t
02 A.; v 1, IMC
RS
LXCUTASS TA_ .Y-,V-DliNSEC11ON3.'J'.GPS LL= LBILITYTOP.-kRTIC-IPAiNr-,rLqLCvl=- TO
NLN�G PAYME'NTS TO P.XRT1C_LPA1NTT IN THE, A-MOU"INTS THAT G?S, FLAS INFORNME
14 AUMORLZED. TII-24 GOVFAINIT PAY-NMN"T NETVVORX�
P-ARTICPANT FL-k�;T, REL"L
�kNIY7' LN17C1DZNT.U-- C"DS kND RELATED , E, RNICES ARF, PRO -VIDE D 01-N _kN A--,�314S. AS-
AVAIL-XBLE BASIS. CPS TNLXKLS NN W-ARRkiNTIES THAT GPIS %SFX�WTP�S W -ML BE
LT
j
ERROR FREI'Fu OR N721 UYM_,kND DISC.LAINIS U,.,L OTHER RFYRESLNTA1 TIONS
OR WAR1LkN--T1FS,,, . UXTRM38 OR FVf?LHD,, LNCUDUiGi )N- =10UT LJNjTTNn0_N kNY
W XRRkNTIES REGA-RDTNG QUALITY, SUMABILITN, TNfERC1Lk1N_T;-0JLM, OR FITNESS
FOR A PARTICULAR PURPOSE, NETIM R P-ARTICa-107 NOR GPS RALL BE UABLE
AFOR LOSTREVENNULS, PROFITS, WMEST, GOOD NVILL, OR ANY LNDMCT,
PE) UNT-All FUNITYVE, OR CONSE.QLTINTLAL DitVLNGES SUFFER11:1) OR NCURIZXD
BY TEE OTMR PARTY P CONNECTION WITH OR ARI,,qrqG FROM SERVICES
_PKRY0&NfKD VINTERTIS AGREENMENT. PARTICIPANT BKARS --A!.;L RYSP1DNM.U_,Mr
FOR ADNMI-ST R. A -TWE AND OFFICLAL ACn.ON -8 T BAY P ARTIC'MN -N-T.
9. Fu blicitv.
QRS RS 3hall of issue any ppre--ss release or .aqv SMt= CT -11 PLO the ...xodia w�th- respect Tc ffiis Aame mmem or tht-,
seer ces pmMidedi'lereltm-der without the n:nor'rA Mllfttzn of Pardcipant
1#. lAteflectual Propertv.
-Pard'cipant aw!Lnowledges and khal"I aot cblallhenalae GPS' ownerszLi- o�G-PS comyng-lats, ltadeiurwks. survw-e
marls, xa-Q�_ 11ralmes, patents, patemt 4applicadtious. or o(hier :intellectual p! -er-v OFS -tell- Rol
ardellparat ap7r5es dot use. of GPS ffitellectlual Property 4-.A be iin -&ccordmice ' ice and subject
0 tke cron".. 01, -d--, tion -anal _Vlprovai of GINS � any l-'agAts Ar-sismosrGut af 3tauch use shiall inurew so' ly
g le we bene
�12',GPS, and that Pic ant kali have no ownership or other interest in 1:1PS Int,-Illectal ?-rope,
11. Miscellaneous Terms and Conditions.
1-,l - i
r a helapes -,,o 11 --is- Agr��ernwwnt
7hird-Parvy Beneficiaries, There are no Nind-partybe e
�kislgn_ment_ Thilis Aent ay not op, -iss-Igner"13 ia -whole or in part, by wither par-tv Jbwraeto
Lt ut, -or wrinon cor-se-at 3f teother party which consent 3haill a be tmreasonablv WMhh-en.".
I , -
-3 1 cm peTformanceand shah no); 1, liable fbr -any de4a-v in,
3 ON ` � Force Nf--4'&jure. Either -xoused frk,
oertbfiiiaWe (34r non -0 le or m part, caused by zhe occur7mace o ny
nerfor-mancl.- i who
c -un izot of the oarties 1"'WC-11-ludinGr bua not limited to worlic it"op ag,,,,:_�s.
-en gencybeyo-nd the t t _p
41
dience. hots. re
beU1 ons, loss of xuwar. or tele-communicad'o-na, 110,0d, sterm!
A-zUar Qccurnmces.
ts �)God od and 3MI
M,
4 Gov....'rn' a Law. Ntatters of contractual intCroreta-uon iha"L be ariveraler.4 by thle internal laws of 'Ihe
State of a. 11-1`1 -MUMMM ii
7A"
'r iiinf-ear. A walvcr 0. any portic'n of .his Agreement all not lbre dectned i %v
%j w i, r o, r
norl" Ous.
ation 01- otl
Sp L hsndobll:ender theemew !l1L e 11 1- 1MRVJ3aOU_'L1J 3arw1,
_fT
T ()ffllalll Irl �-rEk'lfct after ter,*nind [I iradou hereof.
GPS Agreem.%AmtNo- -_W-_WN1D11D 5 of 0'
tit. 2
4-%.J L
Ot -VB-F2,-J-N _N71 -A Y fc, A D D
cr� 13
T any prk, -i ton 4
-SAV--_ra--ffi t1j. 7 �-,, t h- e t 7 L61, a t f tlhiS Orr=eMen1 is adiudicaved -Y anV A
0
xmetent ursdi
ction nvahd, fllega, vuor unenfofrx ' e, jR miler DrovisI'onoT
this
Agreement iha ae-ventheless nammin in ffiE r"bircka., -and e�ccit.
je"
A.-�mement may be -m.-Tuted �imuitameoufilly in "nultiple. clou-uttrp
af.�, =,ach u-4
which- is deemed ar, -r,-. 1011t ill o M n
f w- 'c' en :cgether cons-diwe one and the -ame
instrmePLL
T
te zr th iL
t,,O-Mr pie k-- eem-unt, his Agueme. 1. together ,vi aaachments, is the wu=, agrecweat
b
Je t -.-.D ' Lh e erween and expresses thL.0 ,Iompletc anders mmam. t arta es, -sumnediaa ali pnor
agr-,ements, with regard z Ic subject- --inattcr heveir. iaid may -nor "be altered, = -ended or modi-filed
�icjept in -4 Wnung Mcorporated her,,. -;w -j, and mgned the nnardes, orovided, ho-,,ve-ver. that GPS
W J.
m W Aev-,
Se .he tems :yf tbia Agreew-cm if i—I';quirt,-d to -.om!,,,.Iy Mith �.-.ard assocladon Viles. 1w -v or
agulatiou and GPS pre; -vi -d -c -S notice to P.articipant of such Changpe, Tae fioilow',ing are attachment3
LO Agrua- nt:
Ait�ch-M,-nt C A-ft-achmucV, D
Machiment A Aitac,'Imme,-J� -
4
-Ire uted
IN r .ep esentatives
IN 'WTT,\MESIS NWIREREOF3 t -n -e. parn",Vs IrlIv to have his A gTCLeMellr, by Ielrc�aly
oWitte Dee,
below.
* 0 r ag- Ls as of e date
GOVERNMENT PAYMENT SERVICE, INC.
Parti i ant")
CIP
Mar -k E.
itie
Cts
YNET
GOVPA
,-- -D
Agr�xm-,-nt�,No. '511,
Page 6 of 6
ov ient
?�,�r {'yam j '} �yrt .`.Y
J
%.1
�rTl
P-ARTIrPir AGNIT, f
ATTACMUNT "rV" — SERVICIS
GFS Agryeemin tNo.: �"r-.-kGE.LNl"--"YN-A-NIF.-PARTICIP. G -,NIT, DATE
ParticlipAnji.' hA-S ele-Cted dle f0I14DWftIg Jptjo �
as ut Accordance with the terms afsemices in the Agreement,*
GovPay-Net Basic
C;ovPa-�Net Connect
�r
Genery Sevdke Terms
_5
-'or advi "nor GPS as to the
,.v
au&orlzed to accept on,
i NYMMIL13
-
.Pan'ciipay.t' 3 eh f' (peT the seniice s tated in any
AtItach.-IrMent to ti is Agri-,ernent). 10'a rt i c i no -a a t t n- a --y r at
aml authoriz- 'UPS accept addittionall oyes
of payments within the scope of the applicaute
IA�
--ancell 1he 'pro-C.,eSsing�urough_ fd?S
t Of ay
o ( -' i `* _rniodi P' "
I y L12e options
the awcount to -which
7
f
itelected -3-bcjv-,- noddi
h1f
aps durex�t pwy-,ne'r-A-3 to Put-ciparnt: or �v) -add
otillel-Ir agimcie's, �CntS or sub-aoencies
f`-AfF_-Haf_;z!-d _AgmcI%-js"i tz% or deletit AIN' --I
AzgenciE �S "Llarticipal .t.53 use of any OPS xrpiiu�s
and -IqLuipment 'Ti vecif�,-Mg MIL such ov-1
in wridn vr, i-,pnail, or ffi Any such,
changes will i e subject trptozptavo CPS C OV anti'
�O=f 7r Ire
n v rma, eas n a
aiti o n m _vritiRV I'AIVA W
z
24- 1
lead time .0 Miphlmest.
T13V
-L arti�ipantt -vv; I rr -a z In t1, -a r an 3ervice and zoquipmelnit
1-1civarit makes an txcternasioir or
re re pee to M -1 -1 -hated
_-L.Irm naflon. o t
Agenc-Nes *,all 010 in c;c lino; with the Iwws arej
re-gulad-ons applilcable -.0 -Putticil, pant, -i arganIzau0n,.
Go vPayN-et Basic
I -ai 'N ;
GovPa)tINet Basic is designed t-0 be av ]able L4
nours -a day, i dap, a wee,� 365 days a y ,
IA 1, T. ea. op
th access, -it Partticit.,, a P., t? s
w -0 "de "lart- cipant w-,
jurion-) to r0 SCCUM Wit-osite for
Imnsaction a d miffi. S I r a. vi 0 1 andr�v,*Iv
a e r a rl. c n.a d
analysi.s. For Bail Tnansactions,
j
G S w 01 It T- a k ;---. available a bai-I sumrr-ary le -port .0
Panicipant aach � LI ay 50 r a I I xarisactions comi3letfad,
nr; = -ons dia-y. Far Non -Bail Triusactiong, r3ps
mak.-
r `it
vi available .3 fecopwaii.ation r�:pp_jrt M
F t 1 -14
0 i ZoU
I.-lai-tic[pant a ch -day I' r al I nn-sactions O-Inplet- "
-s day. This y.--i)orr 1w 1l ji-'
%N d(le
'Im-10M it munsaCuGns wl qravlyn.ous I y approved.
GovfayNet rucjvSww`i�
.f -
Gov?AyNet Bai(CWrI*
g etQns rrrwvr oe compwd 31p
sivor
.1.) u
41 _rLale phorte, aelcessing a Customer ser-etice
including Oringual
-S
iso: and and Spsh�,l C Ru, gupporea �uy 'A
anguap- m for additioliall 7,n.
n rislabo
M 4A
-ger-ilce's
For Bail Transac udons, ttLenr anethod or im, n-saction
impletion sal be 3vailabile to "I"aftfiat- pant. For
;f
Nou-Baff articLpant has f:.Iected aot
20 ;use CSR 3e—,PICe8- the3C!7,&%e =s S- crovide s
-it c.giant "etle-1111119 CSIR 3LDDG-tt. Shut] I -10-t a-pplv,
i -I L 1� t j
��<11 11001
10 vard zie�+rom-aflv to Pa ref, pant'
desfig nat;-A-4 acecmnt(e e fi 6s for 311 apuroved
transac-dons wid-lin tnqwro ousirness days after
t
ansae tion. aLthorizattion, lar W11111,rem-It F U n- J V
k 11 top -a rbJ,%0 up a n .3 G, _g nests miwriting,
Go�Pay_Net Connect
Inctudies the same -Jervices as
,5(:)vPay_Net Basic., but irk # ein an iritegrated rnode,
hat Select GovPayNet Connect, G`PS
-CsIllubfishes an 0.1ectronic data interfacc witthi
Pur ticipant; s hit emal a=uadrnc, -
9, ashaeringg, and affier
The
m-aanagernent systerns to --_.x3tan-ge leir-cr
yoted datzL
mif1mri on r tlt t laps
atuenA iparit using OjovNvKet
ally dn-' parte, ;L
IN
-to may reef, -Fie flu6bnmabort "lorn Car` dtioldiers ffiat
s 3uubject toNym-..nt C-arr-I ludusLmy Data �ecldrlvj
Standards Tf- DST'). CPS ACCTM TNO
R-ESPONSFBIL11"Y FOR SECUIRM7 9R PU DSS
COMPLUINCE WTI USK= TO CARDHOLDER
INFORMLAUION, THAT IRMNS ON SYS7MS
OTUER TH_kN TROSE C(__WM0LLED BY GIN.
'PS Azn,-.-men1- No. DATE '
P -1 1 Fa)ge _-_NT 2
;jPS N1,9sLer 3er, t�=- AV,766-1 ?ARTIT M_")AGIMT, 't4o, 1, 20 j2SCpt24
s
"JOV$144i7e may be used i r a!-' , ay, men nuas:
�P
p -
Pa icipant r itlh card wadersan d
11 provid c
pe
h me arid rmheral trquipment.- fcables, atc.", Win"ic"
L �5;
r
iTS:, at Ops's ;=Cnse.
Ar, .,.imain e property oG
f
:Daeticipant undt�rstlmjds if., h at GIRS card ru'la-GIC1133
-.-.mbeddej With oroorietary c"L-101
If " F I=' w a r co GPS gprmus 11'art-icipant a 11cfanse ICO
11S'C- SCCA 1= 44 rtadm and Firmwale- ib the dura -ton
or "he Agree mcat.
rqtccipan-t`s um M caM ders- -arld Fi,-mw3,rm.. 3hail
t
k 11i to to the numoses -of this Agre-mens..
-rd reader-a -4ocs no- connip 1
k%,c tance and use a
of 14
..0arti' - otic, oatent cop yr-ight or seerP"cipanL any
,prourletary migght m' oro tfteFirinware. ALr all times.
t-
b
13PS mits suppliers au rights '.o de s ars
1M.Cluding bat tact limited to updates,
and additiOns. Pstfic-ipant; shall not arheormipt to access
or disclese Lk Firm war -c Do any part;, or trUsfer,
mm He
erlse., sumicerise,, mo--Hi�,, inns ate', reeveTw
ngi,111-eer, decom-pek-, disassembh,-, taraper mritb, cir
-1 rivati-ve workbas-C.4al on U11 -Le FU'*M WWAC.
crm- anyde
-wc.nabie- to pmwect urd
?artdicipant will
,cadets-- ftim IOSS, JamagO. or any Iegal
'UPS 3hall" pmvidle Card reac-UP-Irs land
.r.stECIalst., on. t n s trTactions -at serriice:.mpternnentaVon
-arid alien proVMUIg arl"i rt-,Olace mart or additional
Gard a e by 3bipment to avocation --Panuci*para
designatres. Or, at GPS'-)-, option, Parac.1pant
a. aw CPS -and its designated mm"n-entadi'ves
rea cr�able aces tO art -11C nVq
premiscs -10 r
tTmMing -roses and installation,
pair,
rem.0val, modiffilcadion., up2gmdes., and Mic-cation.
GPS 's -3c1cjYnsNe f -Or the maim:Man-cc c.
L rA Ah
fIlar4.L 71'eadeza an s' supply Pard-Clipant wl
I I I
-Part3 u
.eplace-mL%ent Card readers -on Al icipant'- etand
as GPS dee'r.19 ap-pompr-11'a-te. Upon tenrrwinaclon of thiS
Agreretum
cment. (5P5 may r.,-QuLr%-, Pfitrt- ipant
Card Irpa 'er to GPS, at. GPSs expense and -IV Stuc- h
mtthkod as Gps specifies.
Narticipawk- -may increase or decirmsive the aumocr k -.)Ay -
card re—ciders deploycd upon recifest ml writing and
ac,-,,-,P+Led Uil wrinfing by GPS, CIPS Shall communicate
ami ght'.130ing and handlIng pnoced-ares anid coots tO
"I'articiDapa p' or z taking any re-cluested a ti
I 1 il ?1-7 CUOR.
-;, - 4 * i I I
-Xt -1ai14 �, -�L' -er
Card. Fta4�ers 14M 9,11ec. 710 1C#1(:?MmUr.11-:1 .1.. lardL d . c! d,
-,
data to CIPS tlftmug�-i Pafticipant74 .3cormpufing
�;A I I . -
I�Iquq-vmecl co -,,Yh1ch me c-"abte-at-tached via
Port. btemet acct 3 "0 GPS is requires Tor
rmcc-on .esingi 1 71 Ov
Sing and is enabled s6ell-,
M. -T% , `-Ianne-, PARTICIPAGNIT. Dl -ATE
-J:
Partlt�ipant's rUmputers and actworks. ?aftic.lPaIrit IS
-1
respor-s-ible co use to ars- -iar-mr;
jardis and practices
XMDULe,�,. alld :10E'Noilks .3ecure and &,,.-e
kz:ep ts
Hca-- 1ciou.sod ware or
hard=.;vue. A&H IaOt
be he'd lia'le Pa-micipant f5br saxDosurc of
Neicinant %..(,MLera' Or
OU nev�olms M-ailcious
Software. or lbrduvarc any ,end=
GwyftyNet BadC461
BaziCall ma -v be used t'Or cash baii) i4xid r jati-d-
nnsactlum-lis only, GFS �Ar[ll xmnde ?-artic-.iPanil with
W -a 11 -mmounted courtav telm hones" X OTT3
comwnse, Aniv -tiDlephones and perlpheral '.Nuip-ment.
GPS pross aralf and �,-Nflll remam Ithe pl-ropen off
CPS. All " Ieldp hones will di -dz i g directly into the GIPS
cal' cuter wihen the handset -*s fifted.
I U%; I It
P
t, 3hal-A anicii can l be soiely im-spic-amibl", 1 -Or -tie
P
installation Or removal of telephones an Farl"a icipant's
or"Mises, �rmlstont wit -h GPS i.nstr1uCt1%-)P.3 Mdd. Ointy
quafifled tcoh"Mclans', and at a i pa t§ W:li
lase reasonable vara 0 Olrot=t
&mhones mom lcs& 'ahle-LIL, dal-acreor any legal
,mcumbrance.
a -r
GPSor-1 tZli-coh-Mts Ulu - t ,ihal' 'de mstracalons
at mace unpie mentavion md-when prow ding any
CtUlacemumt --cr mAl*ticmtelephioncs, �y -at
SPS -'3 axperm, z a 110cation Pattaicipant designates. IT
J. amcurdrAt uliccn-ib to tcr.-ml-mte BaUG2d or u -non
-r Mo ire
ermination o grcenmn� aps wDl. requi
Parr' pat ',.o mrmn telephonnes to CTS, -at GTS
andby h metbi-c-di as CTS -;peclfies.
L
patc-'(para may increase or decrn-se the mumw of
deph-oncs di—,ployed jTon iNueg writing to and
2c -.Cu= m Wntag by OPS. GFS sha-11 commm"Ple
Mly 3m g and 11and-lang proc-ced-l-res and costs i., -O
pirl,
Itz m'mcrig any r2TLicsted action.
'C
-H- G P'A-Y N
c-ijoom*ET
InUlm
Tha -},M:11h-a Way 'ro Y
'T-lk I
_ ( ]� �1, -
OP'S) Agru'emnent INTc). i13 I CA'�--iA Nk E -PA RI -T C-111? 4 4 a e
NT
c).
ices Affach IPAR-UUR-�.CWT -,5AL 2Dt4"Sent24
ATTACHMENT "B"'
GO"VE WNYMENT PAVNLENT SERVICE, INC.
SERVICE FEE SCHEDULES & RE)f,-E-,N-UE SI-LA*.-RLNG PLAN
for Sail Payments
Seri I --Co- 9r ---,.1.4, Schedui-;,
payments viaWebGov$WI'pe-3
Payments via Call CenterfLive Again,",
e ry Y€ ea Fad ch, A� d t 49 7
7.0%
fthedule for Administra'Ul%ia-, Payments
zmal-vici cl
P31ments iia Web/Gov$wipe�
A
.1 Tr _#-�414-isted Pay"Inents
lCail,"enterlLive Agen
Transaction Range saw /icta J,:qe
Transaction Range Service Flae
> $50-00
.5 C;
7 07.n,
$75.010 (
$100-00 7 J
S 00, U%
oc, U Ic
-4 >
-7
>`200. 00
Fol
r aach additfonal incrsment of $50�00,
Foc
r A -ah addittonal �'ncrsment of -150 s
or porion the ,.. f add $1.7-3.
or portfon thera-olf add 1.7-5.
REVENUE S&,A-RLtNG PLAN
PAID) ONILY ON BAil PSA%f.'f*TIION--Z'I F-EHC
-'1'*he Revenue ZS"htar�irg Plan entre s Partficipant 110 !*a5cerie. compensabon fro 'ee GPS c"
rn- the r narges
-card h -ciders for its sCecialfized I->erAces as e.--wtutfined 'n Ser-,Aca Fee zSchledule fbir Sail Payments. GDS
serd Partj;cipart -a 04etalled rep rt
0 b the 11 "S' day of the rnonth folilowirg the inrcnth tir whiO
L
sharMg due alorg with, a creek. The check 4111 be in an arniourt --.3.qual to 1511% l. 7% fem Collected in.
I es ta
rernorti
ly pceding Iftor which
total ler the processing of bail payments to the Participant dur;,ng 'hie immedlia' T"MI
transactions ar--cessed.
ch or,