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HomeMy WebLinkAboutSH15-009 GOVPAY - Original PSAPROFESSIONAL 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 1,2016.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 (Patent/Copyright 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 day of ,2015. APPROVED: Government Payment Service,Inc.BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY,WASHINGTON Signature f Si n Chairm n (Date /) Pr nt Name of Signatory Vice-Chairman om ner Sheriff COMMIS est: proved as to Form: By:I T R~T4 Depu P e uting Attorney Contractor Address:County's Address: 7102 Lakeview Pkwy,W.Dr. Indianapolis,IN 46268 Kittitas County 205 West 5th Avenue,Suite 108 Ellensburg,WA 98926 Professional Services Agreement Page 2 Project Contact:Project Contact: Mark E.MacKenzie Paula Hoctor GENERALCONDITIONS 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.Accounting 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 "B". 6.Assignment and Subcontractinq: 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 "B"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.Requiations 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.Riqht 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 whatevermeans 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 6 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 adjustmentclaimed. 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 adjustmentshall 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 &IndemnityAgreement: 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. 16.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.Withholdinq Payment: In the event the Contractor has failed to perform 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 othentvise adjudicated. 19.Future Non-Allocationof 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 representativeof 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 commencementdate such licenses,permits and other authorizations from federal,state and other governmentalauthorities,as are necessary for the performance of its obligationsunder 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 obligationsunder this Agreement.The Contractor is not subject to any order or judgmentof any court,tribunal or governmentalagency which materially and adversely affects its operations or assets in the State of Washington,or its ability to perform its obligationsunder this Agreement. 20.6 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 contemplatedunder this Agreement, contains or will contain any untrue statementof a material fact or omits or will omit to state a material fact necessary to make the statementsof fact contained therein not misleading. 21.Patent/Copyriqht Infringement: 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 Insured's,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 terms 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 7,9,11,13,14,15,16,17,18,19,20,21,22,,23,27,29, and 30,31 shall survive,notwithstandingthe 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 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 employmentwithout 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.Prevailinq 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 39.12.060. 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 judgmentrendered against them for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a public or private agreementor 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 othenNiSe criminally or civilly charged by a governmentalentity (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)terminatedfor 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 •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 Vil or better in the most recently published edition of Best's Reports 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 RCW 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 instead through the Contractor's primary Commercial General and Automobile Liability coverage,or any combination thereof. 5)Workers'Compensation. •Workers'Compensation in amounts required by law. 6)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 whatsoeverto 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 "A" PARTICIPATIONAGREEMENT Tins Participation Agreemem ("Agreement")îs by and between Parecipant Name: Address: City,Smte,Zip: Main Voice Phone: Web Address: refbrred to herein as "Participant"and Government Payment Service.Inc.(dibía GovPayNeti,a Delaware corporation having a principal place of business at 7102 Lakeview Parkway West Drive,Indianapolis,Indiana 46268 'GPSS. WHEPJAAS,GPS has assembled and supports the "GovPayNet Payment Networld'consisting of govemmental emities hat have each comracted with GPS to accept payments on their behalf made by cardholders through GPS;and WHEREAS,GPS accepts credit cards and debit cards carryin-g the American Express*,Discover",MasterCard*and Visa*brands û·om cardbokiers and,in accordance with the rules and requirements of such credit and debit card cömpäriles exëeutes baÿtfients madibythisé caidhdiders to participants III die GovPayNet PayttlantNetworkrand MTŒREAS,in order to improve Participam services and enhance administration,Participant desires to join the GovPayNet Paymcat Network and accept payments tiom GPS,with such support services as GPS provides; NOW,THEREFORE,in consideration of the mutual provïsions contained herein and other good and valuable consideratica,de receipt and adequacy of which are hereby achowledged,Participant and GPS agree as follows: L Recitals. The above recitais are by this reference incorporated into and made a part of this Agreement. GPS Agreement No.ST-PARTlCIP:UTENANK 20YYMMDD Page 1 of 6 GPS R÷ Dovernmental,208 YOV26) 20 ; 20 12 Government Payment Semice,ine (GOVERNNŒNTAL],20YYNGIDO 3.GPS Obligations. GPS wiü enable cardholders to pay snounta due to Participant by doitry the following: 3 GPS shan obtain aardholder authorization to process a charge to the cardholder's credit card account or debit such cardholder's debit card account for purposes of fonding payment(s)by such cardhokier to Part:cipant.Such charges or debits shad be subject to acceptance by the card issuer,card association rules,and any avolicable laws or regulations, 3.2 GPS shall act on Participant's behalf in accepting payments kom cardholders made by credit cards and debit cards for the purooses and at the service fees listed on each attachment designated in Section IL9 of this Agreement.GPS may modify cardholder fees at its sole option,providmg Participant with notice of such modification and a revised attachment reflecting modified fees prior to imposing a new fee structure.Service fees are non refundable. 3 3 GPS shall transmit ñmds to Participaat to apply to cardholder obligations as Participant directs based on unique payment codes GPS establishes on its system for the routing of cardholder fimds to Participant,such codes to be made available to cardholders by Participant or accessed by cardholders through the GPS web site. 3A Participant shall have no îiability for reversals (Le.,chargebacks).GPS shall be responsible for handling all chargebacks,re-presentmenta,customer service to cardholders,claims and any transaction disputes associated with cardholders use of cañía to make payments to Participant through GM For purposes of alosing GPS books and records,all paymenis win be considere<i Enal 12 months after being authorized by the card-issuing banic 15 GPS shall not charge Participam any fees to participate in de GovPayNet Payment Network GPS reserves the right to charge Participant for other services or equipment,such as custom software development,peripheral devices,and other services and supoort as the parties may agree upon from time to time. 16 GPS shall provide GovPayNet Payment Network administrative support to cardholders and to Participant through a tol-ûee telephone help line and the Incernet. 3 7 GPS shall provide Participant with training,procedures,toll-ñoo telephone numbers,web addresses. and promotional and instructional materials all at GPS'sole expense. 18 GPS shall beresponsible for all federal.state,and local taxes legally imposed upon its services. 4.Participant Obligations. Participant's continued participation in the GovPayNet Payment Network is conditioned upon the following: 4 1 Participant shall (i)keep available for reference any user manuals and instructional materials GPS pmvides to Participant,(ii)display logos,signage,litemture,and other protnotional and instructional materials that GPS provides,and (lii)acoperate with all reasonable GPS requests to encourage greater use by cardholders of the Gov?ayNet Payment Network. 4 2 Participant shall provide telecommunication capabilities,such as telephone,facsimile,and Internet connections to enable cardholders to access GPS from Participam locations and enable GPS to communicate with Participant, GPS Agreement No.ST-PARTICIPANTN vŒ,20YYMMDD Page 2 oM :GPT RA-Governmeniet 2tN LVOYM) ©2010;2012 Governmen:Payment Serace,ine (GOVERNMBITALL20YEDADD U Participam shall be responsible for establishing md maintainmg secure access at us locations to die GPS admimstmtive system,Ëncluding user identiñcation,passwords and precautions for accessing JI conndential informmion.GPS shall be entitîed to rely on any communications or instrucuans initiated with Participant's user idendfication,passwords or other securky and identity tokens or devices. 4.4 Participant shall designate a primary contact and a secondary comact for GPS to communicate with on operational,technicaL and admimsvative issues. 45 Participant shall provide accurate bank routing and iccount numbers to GPS if Participant requests electronic deposit of funds from GPS. 4.5 Participant shall cooperate with GPS in the event of an overpayment to refund to GPS funds that GPS can demonstrate exceed cardholder liabilities to Participam. 42 Participant shall provide GPS with prompt written notice of any change in the information Participant provides to GPS aecessary for Participant's participation in the GovPayNet Payment Network,including but not limited to any change in its bank routing and account numbers. 4.8 In the event Participant receives a payment from GPS that appears to have been obtained through kaud,Participant shall cooperate in any resuhing investigation. 43 Participant shall follow the GovPayNet Payment Network participation procedures that GPS-provides to Participam,av such procedures may be updated from time to imer Participant¯must follow GPS instructions and procedures regardiñg display of card association logos. 4.10 Participant shall not enter into any other agreement or make any other arrangement for services similar to those available through the GovPayNet Payment Network for the duration of this Agreement. i GPS Representations and Warranties. 11 This Agreement is valid,binding,and enforceable against GPS in accordance with its terms.GPS has ñill power and authority to execute and deliver ais Agreement and perform its obligations hereunder. 52 GPS employees,agents and subcontractors have and shall possess die education,knowledge and experience necessary to qualify them individually for the particular duties they perform, 13 During the performance of this Ageenent,GPS shan provide services in a nondiscriminatory manner and shall not deny services or emoloymem on the basis of race,creed,color,national origin,sex,age, disability,sexual orientation,military status,marital status or any other legally protected class. 14 GPS will comply with the rules and procedures applicable to the credit and debit card brands it accepts and with an applicable laws and regulations. 6.Participant Representations and Warranties, il Participant has taken all admimatrative,legal,and regulatory measures necessary for it to enter imo his Agreement. GPS Agreement No.ST-PARTICIPANTNAME,20YYMMDD Page 3 of 6 GPS PJ Govemmental.20DNOV26) 020 0:20 12 Government Payment Service,ine,[GOVERIGIENT AL L 20 YYMMDD 62 If Participam desires to extend services under his Agreement to another public agency,as defined in any apolicable law,Participant shall first notify GPS m wnting of the planned service extension and dtall ake all actions accessary under sucî11aw to make this Agreement bindmg upon my such public agency. 6.3 This Agreement is valid,binding,and enforceable against Participant in accordance with its terms. 7,Notices. Ai!nodoes permitted or reqiured by this Agreement shall be in writing and shall be given to the respective parties in person,by Brat class mail or by facsimile (with a hard copy following)addressed to: Participant:GPS: Contact Name:Client Services Department Participant Name:Government Payment Servíce,Inc. Address:7102 Lakeview Parkway West Drive City,ST,zip:Indianapolis,Indiana 46268 Thone:Phone:(866)564-0169 Facsimile:Facsimûe:(888)665-4755 Email:Email:accountservices@govpaynetoom 2.r jo mch other person or place bathe parties may fromimp Atinie_liggnate.Notices and consents under this section shall be deemed to be received,if sent by mail or courier,five days following their deposit in the U.S.Mail or with such courier and,if sent by facsimile,when such facsimile is transmitted to the number orovided in this aeotion and sender receives a confirmation of such facsimile. 8.Disclaimers and Limitation of Liability. 8.1 The sole purpose of this Agreement is to enable Pattícipant to participate in the GovPayNet Payment Network.Participant understands and agrees that GPS takes no responsibility that amounts GPS transmits to Participant will fully satisfy any cardholder's obligation to Participant,and that GPS does not warrant any panicular outcome or result other than the delivery of such cardholder's payment to Participant 8.2 GPS shall provide all services bereunder to Participant as an independent contractor.Notbing contained herein shan be deemed to create any association,partnership,joint venture,or relationship of master and servant or employer and employee between the parties or to provide either pañy with the right.power,or authority,expressed or implied.to create any such duty or obligation on behalf of the other party D GPS shall indemalfy and save harmless Participant,its agents,officers,and employees om responsibihty or liability for damages,costs,expenses,(including reasonable attomey fees and defense costs)resulting from the death of or injuries to any person or damages to or destruction of any tangible property directly caused by the negligence or willful maconduct of GPS,its employees. or agents in the performance of services hereunder.This indemnification shall not extend to claims,demands,damages,costs,expenses (including attorney's fees and defense costs), judgments or liabilities resulting from the sole or contributory negligence or willful misconduct of Participant. GPS Agreement No,ST-PARTICIPANTNAME,20TnvEvíDD Page 4 of 6 GPURGovernmenst J0/9/OV?th 2010;2012 GovernmemPaymem Service,Inc.(GOVERNMENTALL,20YYAIMDD M EXCEPT AS STATED IN SECTION 8.3,GPS LIABILITY TO PARTICIPANT IS LIMITED TO MAKING PAYNENTS TO PARTICIPANT IN THE AMOUNTS THAT GPS HAS INFORMED PARTICIPANT HAVE BEEN AUTHORIZED.THE GOVPA'tNET PAYMENT NETWORX, ANY INCIDENTAL GOODS AND RELATED SERVICES ARE PROVIDED ON AN AS-IS,AS- AVAILABLE BASIS.GPS NLàKES NO WARRANTIES THAT GPS SERVTCES WTLL BE ERROR FREE OR UNINTERRUPTED AND DISCLAIMS ALL OTHER REPRESENTATIONS OR WARILANTŒS,EXPRESS OR IMPLIED,INCLUD1NG WTTHOUT LIMITATION ANY WARRANTIES REGARDING QUALITY,SLTTABILITY,MERCHANTABILITY,OR FITNESS FOR A PARTICULAR PURPOSE,NEITHER PARTICIPAB"I NOR GPS SHALL BE LIABLE FOR LOST REVENUES,PROFITS,INTEREST,GOOD WILL,OR ANY LNDIRECT, ENCIDENT AL,PLTRTIVE,OR CONSEQUENTIAL DAMAGES SUFFERED OR INCERIŒD BY THE OTHER PARTY IN CONNECTION WITH OR ARISING FROM SERVICES PETWORMED UNDER TRIS AGREEMENT.PARTICIPANT BEARS ALL RESPONSERILITY FOR ADMINTSTRATIVE AND OFFICLE ACTIONS TAKEN ßY PARTICIPANT. 9.Fublicity. GPS shall not issue any press release or make any statement to the media with respect to this Agreement or the services provided hereunder without the prior written consent of Participant. 19._InteHectual Property. Participant acknowledges and shan not challenge GPS'ownership of GPS copyrights,trademarks,service marks,trade names,patents,patent applications.or other intellectual property ("GPS Intellectual Property"). Participant agrees that use of GPS Intellectual Property shall be in accordance with GPS instructions and subject to the control,direction and approval of GPS,any rights arising out of such use shall inure solely to the beneñt of GPS,and that Participant shall have no ownership or other interest in GPS Imellectual Property. 1L Miscellaneous Terms and Conditions. 11.1 Third-Party Beneficiaries.There are no third-party beneficiaries to this Agreernent. U 2 Assignment.This Agreement may not be assigned,in whole or in part,by either party hereto without prior written consent of the other party,which consent shall not be unreasonably wnhheid. U 3 Force Majeure.Either party is excused kom performance and shaLI act be liable for any delay m performance or non-performance,in whole or in part,caused by the occurrence of any contingency beyond the control of the parties including,but not limited to,work stoppages,fires, civil disobedience,riots,rebellions,terrorism,loss of power or telecommunications,flood,storm, Acts of God and similar occurrences. i 4 Govermng Law.Matters of contractual interoretation shall be governed by the internal laws of die 1 5 No Waiver.A waiver of any portion of this Agreement shall not be deemed a wawer or renunciation of other portions. E 6 Survival.Rights and obligations under this Agreement which by their nature should survive wil remain in effect after termination or expiration hereof GPS Agreement No.ST-PARTICLDANTRAlvŒ,20YYMMDD Page 5 ofó S RJ-Governmental,10 JNOV2d 2010:2012 Governmem Payment Sendee,Inc.GOVERNENTAL],20YYMMDD H.7 Severability.In the event that any provision of this Agreement is adjudicated by any coun of acmpetent junadiction to be invaird,inegal,void,or unenforceable,an other provisions of this Agreement shall nevertheless remain in íbH force and effect. I LS Counterparts.This Agreement may be executed simuîtaneously in multiple counterparts,each of which is deemed an original,but all of wiich taken together constitute one and the same instrument. IL9 Complete Agreement.This Agreemen;together with its attachments,18 the entire agreement between and expresses the complete understanding of the parties,superseding all prior agreements,with regard :o the subject matter herem and may not be altered,amended or modified except in a writing incorporated hereto,and signed by the parties,provided,however,that GPS may revise the terms of this Agreement if required to comply with card association rules.law or regulation and GPS provides notice to Participant of such change.The following are attachments to this Agreement: 1 A Attachment A ?Attachment B $Attachment CE Attachment D IN WTDŒSS WHEREOF,the parties hereto have executed this Agreement by eir duly authorized representatives or agents as of tb.e date written below. GOVERNNŒNT PAYMENT SERVICE,INC, ("Participant") Signature Signature Name:Mark E MacKenzie Title:Chief Executive Officer Date:Date: GovPAYNET The Simple Way To Pay OPS AgreementNo.ST-PARTIC1PANTNANŒ,20YYMMDD Page 5 of (GPS?-Ûoiemmenía!20/jNOV261 2010,20l2 Governmem Payment Service,ine i Agency Name,PARTICIPAGMT.DATE ATTACHNENT "A"-SERVICES GPS Agreement No.:ST-AGENCYNANE-PARITCIPAGMT,DATE Participa.ut has elected the following aptions in accordance with the terms of services in the Agreement: GevPayNet Basic GovPayNet Gov3wrpea GovPayNet Connect GovPayNet ßadca? General Service Terms Transactions may be completed by: Participant is responsible for advising GPS as to the •Imernet,using the ww.govoaynow.com webtypesofpaymentsGPSisauthorizedtoacceptonsite,orParticipant's behalf (per the service S:es stated in any Attachment to this Agreement).Participant may at *Telephone,accessing a Customer Service any dme (i)authorize GPS to accept additional types Representative ("CSR"),including bilingual of paymems within the scope of the applicable (English and Spanish)CSRs,supported by aservicefees;(ii)cancel the processing through GPS language line for additional translation of any types of payments;(iii)modify the options services. selected above,(iv)modify the account(s)to which GPS shall direct payments to Participartt;or (v)add For Bail Transactions,ether method of transaction other agencies,departments or sub-agencies completion silail be available to Participant.For("Affiliated Agencies")to,or delete Affiliated Non-Bail Transactions,if Participant has elected notAgenciesfromParticiparfauseofanyGPSservicestouseCSRservices,the service fees GPS provides to and equipment by specifying all such changes to GPS Participant reflecting CSR support shall not apply,in writing (via letter,email,or facsimüe).Any such ebanges wil be subject to GPS acceptance and GPS will forward electronically to Participant's confirmation in writing and will require reasonable designated account(s)the funds for all approved lead time to implement.transactions within two business days aner transaction authorization,or will remit funds byParticipantwarrantsthatallserviceandequipmentcheckifParticipantsorequestsinwriting.selections Participant makes and the extension or termination of services with respect to MEliated Agencies shall be in compliance with the !aws and GovPayNet Connect regulations applicable to Participant's organization. GovPayNet Connect includes the same services as GovPayNet Basic GovPayNet Basic,but provided in an integrated mode. For Particinants that select GovPayNet Connect,GPSGovPayNetBasicisdesignedtobeavailable24establishesanelectronicdatainterfacewithhoursaday?days a week,365 days a year.GPS Participant's internal accounting,cashiering,and otherwillprovideParticipantwithaccess,at Participant's management systems to exchange encrypted data.Theaction,to "ProviewEXP,"a secure website for uiterface is based on specifications Participant and GPStransactionadministrationandreview,repo mutuany develop.A Particinant using GovPayNetgeneration,and analysis.For Bail Transactions,Connect may receive information Bom cardholders thatGPSwillmakeavailableaballsummaryreporttoissubjecttoPaymentCardindustryDataSecurityParticipanteachdayforalltransactionscompletedStandards("PCI DSS"L GPS ACCEPTS NOthepreviousday.For Non-Ball Transactions.GPS RESPONSIBILITY FOR SECLRTTY OR PCI DSSwilmakeavailableareconciliationreporttoCOMPLLeiCEWTTHRESPECTTOCARDHOLDERParticipanteachdayforalltransactionscompletedINFORMATIONTHATRESIDESONSYSTRISthepreviousday.This report will also include any OTHERTRANTHOSECONTROLLEDRYGPS.ocen transaedons not previously approved. OPS Agreement No ST-AGENCYNAME-PARTICIPAGMT,DATE Page i of 2 GPS Masor Ser/cra Macil PARTTC3MGMT.v51 20 125ept2d 201 20 2 Govemmem Payment Service.Ene STagency Name,PARTICIPAGMT,DATE GovPayNet Godw¢e Participanti coinputers and aetworks.Participant is responsible to use standard safeguards and practices Govfwipe may be used for all payment types.GPS to keep its :omauters and networks secure and keewülprovideParticipantwithcardreadersandnommalicioussoi,ware or hardware.GPS shall notperipheralequipment(cables,etc.),which are and be held liable to Particicant for exoosure ofwillremainthepropertyofGPS,at GPS's expense Participanfs comeuters or nerworks to malciousParticipantunderstandsthatGPScardreadersatsodwareorhardwareofanykind,embedded with proprietary technology ("Firmware").GPS grants Participam a license to use such card readers and Firmware for the duration GovPayNetBailcall of the Agreement. BailCaß may be used for cash bail and related Participant's use of card readers and Firmware shag transactions only.GPS will provide Participant with be limited to the purposes of this Agreement.wall-mounted "courtesy telephones"at GPS's Acceptance and use of card readers does not convey expense.Any telephones and peripheral equipment to Participant any title,patent,copyright or other GPS provides are and will remain the property of proprietary right in or to the Firmware.At all times,GPS.All telephones will ring direedy into the GPS GPS or its suppliers retain aff rights to the Firmware,call center when the handset is lifted. including but act limited to updates,enhancements, and additions.Participant shall not attempt to access Participant shall be solely responsible for the or disclose the Firmware to any partv.or transfer,installation or removal of telephones in Participant's copy,license,subHeense,modify,translate,reverse premises,consistent with GPS instructiore and using engmeer,decompile,disassemble,tamper with,or qualiñed technicians,and at Participant's expense. Create any derivative work based on the Firmware.Participara will use reasonable care to protect telephones kom loss,then,damage or any legal Participant wm use reasonable care to protect card encumbrance. readers from loss,then,damage or any legal encumbrance.GPS shal provide card readers and GPS dali provide telephones and metadation makactions instalation instructions at service implementation at senrice implementadon and when providing any and when oroviding any replacement or additiona replacement or additional telephones by shipment,at card readers,by shipment to a location Particivant GPS's expense,to a location Participant designates.If designates.Or,at GPS's option,Participant will Participant elects to terminate Bai/Caß or uoon allow GPS and its designated rearesentatives termination of de Agreement,GPS wi!!sequire reasonable access to Particinant's premises for Participant to return telephones to GPS,at GPS's expense training purposes and device installation,repair,and by such metbod as GPS specifes. removal,modification.upgrades,and relocation. GPS is solely resoonsible for the maintenance of any Participant may increase or decrease the number of card readera and shall supply Pardcipant with telephones deployed upon oquest in writing to and accepted in writing by GPS.GPS shall communicatereolacementcardreadersonParticipant's request and as GPS deems aporoprîate.Upon termination of this any shipping and i udling procedures and costs to Agreement,GPS may require Participant to retum Paiticipant prior o taxmg any requested action. card readers to GPS,at GPS's expense and by such method as GPS specifies. Participant may increase or decrease the number of card readers deployed upon request in writing to and accepted ín wridng by GPS.GPS shal communicate any shipping and handling procedures and costs to Participant prior to taking any requested action. Card readers are designed to communicam cardholder Ov PAYNEIdatatoGPSthroughParticipantscomputing equipment to which they are cable-attached via USB The Simale Way To Pay port.Internet access to GPS is required for transaction processing and is enabled solely by OPS Agreement No.ST-AGENCYNAME-PARUCIPAGN DATE Page 2 of 2 GPS Master Serriaes Artach PART1CIP 4GMT wil.20 [23ept24 ATTACHMENT "B" GOVERNMENT PA't MENT SERVICE,INC,SERVICE FEE SCREDULES &REVENITE SHARING PLAN Servica Fee Schedule for Bail Payments Payments via WebíGov$wípe Payments via Can Center/Uva Agent 7.0%7 0% Service Fee Schedule for Administrative &Civil Payments a Telephone-Assisted PaymentsPaymentsMadeviaWeb/Gov$wipe (Cail Center/Live Agent) Transaction Range Service Fee Transaction Range Service Fee $0 01 >$50.00 $1.50 $0.01 >$ı0.00 55 50 $50.01 >$75.00 51.75 $50.01 >$75.00 $515 $75.01 >$100.00 $3.00 $75.0 >$100.00 $7.00 $100 01 >$î 50.00 $5.00 $100.01 >$150.00 $9 00 $150&i >$200.00 ST00 3150.01 >$200.00 $11.00 For each additional increment of $50.00.For each additional increment of $50.00, or portion thereof add $115.or portion thereof,add $115. REVENUE SHARING PLAN PA10 ONLY ON SAjL PAYMENT TRANSACTiCNS FEB SCHEDULES #97 &#98 The Revenue Sharing Plan entitles Participant to receive comcensation from the fee GPS charges cardholders for its scecialized services as outlined in Ser,ice Fee Schedule for Ball Payments GPS will send Participant a detailed report by the 15°day of the month following the month for which revenue sharing is due along with a check.The check will ce in an amount equal to 15%of the 7%fees collected in total for the processing of bail payments to the Participant during the immediately preceding month for which transactions are processed.