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HomeMy WebLinkAboutPSA Third RenewalTlllRD ANNUAL RENEWAL OF PROFESSIONAL SERVICES AGREEMENT This Third Annual Renewal of Professional Services Agreement ("Renewal") is made by and between Kittitas County ("County") and Government Payment Service, Inc. ("Contractor") to renew that Professional Services Agreement by and between the County and Contractor, effective February 3, 2015 ("Agreement"). FOR GOOD AND VALUABLE CONSIDERATION, the parties agree as follows: 1. Agreement Renewed. The Agreement is renewed, as provided therein, through April 1, 2019. 2. Electronic Signature Permitted. This Renewal may be executed in separate counterparts, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrwnent. Delivery of an electronically imaged signature of this Renewal by electronically imaged or facsimile transmission will be effective as delivery ofa manually executed original for all purposes. IN WlTNESS WHEREOF, the parties hereto have executed this Renewal by their duly authorized representatives or agents, each as of the date written below. Mark E. MacKenzie Managing Director APPROVED: BOARD OF COUNTY COMMISSIONERS KITTATAS COUNTY, WASHINGTON ABSENT Chairman \ Date: '//03/1? ---~-~-------- Contractor Address: 7102 Lakeview Pkwy. West Dr. Indianapolis, IN 46268 RECEIVED APR O 3 2018 KITTITAS CO UNTY SHERIFF ACCOUNTING Comm1ss1oner 11 ,,111 11111111,,,1 /? 1::)h ,,,i. iY ", ~ ,,,, 00\'\ CO,1,, /111<:1h crrff ~ ,., .......... 14-~ ~ ~ V .,, •,. /'/~, :,_, g ... ·· • ...... ·ill ~- :: : ·. t~st : , , ::: ~: · . .,,. -. ~ ~ [ ~!,;; "> ~\ µ' ~ '/~7-vh/; /# ;: 'P. ~ "'--< '.ll j' :F +-"':........_ _ _;.._----,<r='-; -'-!'....LL...r.........,_--'-_-"-___:~--- \~ i··...... ~ .... ~Fe~ ,;, v-1,," ······••··· < ' '"1,,,1 , i··L v,,\ 1 \\\l0 ,, , 'f\pp rove:cr----asl{f Form: ,,,, " ,\ 1 ,,,,,,111111~ I By·: / < Titl._e :--=,,--=2 .-/.~..<'-:-1 -+-·l--2 -?-f,-=---1-,-,_-'t.-l'ft 8 I County's Address: Kittitas County 205 West 5th Avenue, Suite 108 Ellensburg, WA 98926 Page 1 of 1 OR\G\\\\~l ........... --- 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, 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 !i-4 day ot If)? .. 201 s. Government Payment Service, Inc . P,qnt Name of Signatory .pus,{)~ (!,Go Contractor Address: 7102 Lakeview Pkwy, W. Dr. Indianapolis, IN 46268 Professional Services Agreement Page2 APPROVED: BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON chai rma n /Xefiif&L- Vice-Chairman Sheriff 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 seNices 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 lnsured'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 SeNices: Payment to the Contractor for seNices 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 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 "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 lnsured'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 Emp loyment: The perfixmance 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 Page4 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 Requi rement: 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. Ri g ht 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 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 Page5 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 lnsured'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 lnsured'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 lnsured'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 Waive r: With respect to the performance of this Agreement and as to claims against the County, its Additional lnsured'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 Payme nt: 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 otherwise adjudicated. 19. F uture Non-Allo cati o n 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. W arranties 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 .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 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/Co pyright Infringement Contractor will defend and indemnify the County from any claimed action, cause or d~mand 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: 2 2.1 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 lnsured'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 , Ell ensburg , 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. Severab.llity: 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, 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 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. Prevai'ling 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 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 Ag reement 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 Add itional lnsured'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 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) Commereial Genera! Liabili ty 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 Li ability . • Coverage limits not less than: • $1,000,000 each accident • $1,000,000 disease -policy limit • $1,000,000 disease -each employee 3) Commercia l Auto mobile 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 : • $1,000,000 combined single limit 4) Exces$ o r Umbre ll a 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) Professiona l 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 • $3,000 ,000 annual aggregate • Because this is a claims-made policy , tail coverage must be provided, allowing for a three-year extended reporting or discovery window following the current policy period. Contractor shall furnish the County a Certificate of Insurance with Endorsement as evidence that policies providing insurance required by this Agreement are in full force and effect. Contractor hereby waives all rights of recourse, including any right to which another may be subrogated, against Kittitas County for personal injury, including death, and property damage . Contractor's insurance policies required above shall be primary insurance and shall be non-contributing with any other insurance maintained by Kittitas County. The Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any tools , Contractor's employee-owned tools , machinery, equipment, or motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers or contractors as well as to any temporary structures, scaffolding and protective fences . The Contractor shall have sole responsibility for ensuring the insurance coverage and limits required are obtained by subcontractors . NOTE: No contract shall form until and unless a copy of the Certificate of Insurance with Endorsement, properly completed and in the amount required, is attached hereto . Pro fessional Services Agree ment Page 16 .APPEi'1D .X ... PARTlCIP.-\'f10'i AGRE.EMENT 'l'his Participalica Agreem~ni ("A&rruemeo1") i..-i :iy ;md ':,erwt!t.T. Participant Name: Address: City, Stu,e, Zip: Main Voice Phone: W;!b Address: n::fc r.(:d to her;iin a.'i ·''Participant'' and Governmcnc ?.a1rn~m S<or'°1ice , fo,c. (d.lb(!I GovPayNc~"}. a Dt:law11ro ~oi:por.itic,n llavwg a prlncipa plac,~ of bu.'1Ul~ nt 7i02 la.ke1Jiew Pnkway W~t Dri-.c.-,, l:,dianapolis, Indiana 46268 ("GPS''). WHEREAS , OPS ha$ af~le<.l and 3Upports the ''O vPayNci ?a!,>menJ Nctwor'.;;/' cprmi:iling oc govemrntJital ,mtitfe Quit htL'Ve .ach ancracted with CPS ro accop l pa:11necms on thdr behalf r.nade by ~&dholde(!l hro ugh GP ; MO WREREAS, GPS accept,; credit carda and debit -:urJa r.a:rr-Jing the A:ro.erl.can fap~", Discover~, Master~ and V'i5lt 1,ran.da-&om ca.'l!hoWcrs aud, tn accordtulce with the ·ru1es Md req_uinmlen~ cf ,mch credit onrl debi t card 1:firoparue&.· e-xecuteS-pdym<)tUS ~·b1 ·t11c.:ie caftlhol~ ro paru¢i~\:tts In~ aovPayN~ ?a.yn\1!-nt I etwru-!<; and Wl[ER.li',· , in rrler lO hnprov Part:ieLpant ..,ervic~ iJ enhllnca ddmloistrntion, Participant d.:sires to join the OovPayN~l t' ymrsnc Network IIJJ.11 accept pay;tn.cnts froin OPS, .with ruuh Stlllpcrt se.vices as OPS provides; NOW, Ta:ERi ORE in coru.idei·auon of the muural provisia.os conl3.ined hcr~n and other ~ood ~ntl valuable :;o!lllidcratio:i. d.te rec~ipt and .1dequncy of Which are hereby acl owll)dged, Participant and GPS agree as toll<>w : 1. Redt.tb, r11e ,ibov-s! recitals are by this r~for<!nce inco:rporated :imo md made a part of mis Agreement. ~-~-A.-,..~ro<!Rl saa~~~o--.:,JHho-e-.it--is-fullv e.~~~t111ieR md-eem.fuue-:fer-fil'1e-y..:e,a ~..,oJ.~y--~.ea~~~~8¼7~~~4Htales!He?W~rea 00rh<!~~&heroi&. ,:,;..1 ~~lru:!Ee El~.s ,·.\~~fc<lf) · , !'~W-!'i-l.1en-!le\313 ~e--~t!oi!:1 ~irnt!t'B ~P•~O Ea)~ -.~1me:a-nr.!!%~..PiSifJaru,-fittls-~iey-·•N$--@S-~a,~,hiA!.1 fur µe.,-jo!:p~~ IP-i:h&--Oo ~f-?$,'ma.a~~-H..-e Ee,)--if?.m1ldlm1Hy-,J?F · -1 :ai~~~ ~~ .. ~irus-Agl'<lemtlHh GPS A.gr«'tlment 1'10. ::; f-P.·\RTlC1P ilJ'ffl'iAME, lOYY;i;[MDD 'GP';.P,l• ,._,·;o.,,eYnm~nwl, '21il iNOV?6) P·:ll_;e 1 of 6 ., . [GOVER'.'l'M:Et IT,\L], 20YY\{:,-JDO J, ,;?S Obligations. G:PS will c:uable .:arciholJe:rJ to ptty :UTIOU!~tci due to Participara by doing tbe following: ). l GPS ahall obtain ~ardholder authorization to proceas a charg-!l to the cardhoider', credit card accmmc or debit mch cardholder',:1 debit .:ard account for purposes of funding payment(J) by 3uci1 cardholder to P3J'ticip,mt. Suc.h ~barges or debits ahall be 3Ubjcct to tteceptance by di.e card i.ssuer, ..:ard association rules, and any applicable laws or regulations. 3.2 GPS ahat: act on Par:icipam'~ behalf in accepting payments from cardholderll lJlade by credit cards and debit cards for the purposes and at the service fee~ listed on each attachment designated in Section 11.9 of duB Agreement. OPS may modify cardholder fees ,1t its 30le oprfon, providing Pardcipant with notice of ;mch modification and a revised attachm~t reflecting modified fees ~rior to imposing a new fee structure. Service fees are non-refuadable. 3.3 GPS .1ball tl.11Il&mit funds to Pi1tticipant to apply to cardholder obligations a; Participam directs based on unique payment cc-des GPS establishes on ita sysrem for rhe routing of cardholder funds to Partici!)r.nt, such co<les '.o be made ~vai!abie \o cardholdas by Participant or accessed by cardholders through the OPS web site. 3.4 Participant IDall have no liability for reversals (i.e., chargebackll). GPS shall be respon.,ibie for h.andling all chargebacks, .re-presentmems, customer 3ervice to cardholders, claims and any _ l!:_8,pS_llC~OI!. ~'P._u_t~ _asspciat~d_ J~ -~hpl4_t'l'S '_ ~ 9f gar~s ;o_ IJl!).:~ .P.a.ym~nts ~ _P~cip~t __ throug.!i GPS. F,), purposes or cloi.ing CPS boob and records, aU payments will be considered final 12 months after being uuthorized by the card-issuing bank. 3.5 OPS shall not charge P:rrticipant any fees to participate, in r.he GovPayNet Payment Network. OPS reserves the right io ;;harge Participant for other aervices or equipment, such as cu.,tom software development, peripheral devices, ai1.d other services and support as the parties may agree upon from 8ue to time. J.6 GPS 1hall provide GovPayNet Payment Networlc adminic1tmtive aupport to ;ardholdern 1nd tc Participant through a toll-free telephone help line and the Imernet. J '7 GPS .ihall provide Participant 11ri.th training, procedurea, toll-free telephone numbers, web addresses, and promotional and instructional materials all at GPS' 3oie expense. J g GPS shall be responslble for all federal, 3tate, md local tax.es legally impt)sed L!pOn iL~ aervicea. ~-Participant Obligations. P3Jticipant's ,;ontinucd pattic.ipati,,n in the GovPayNet .Payment t'fetwor:< .is conditioned up,,n thi:J following: 4. l P;1rtic:ipant 5ha!J (i) keep available for reiw.n,;~ any user manuali! and i.nstructional materiai8 GPS [Jrovides to Participanc, (ii) <fuplay logos, sign.age, literature. and other promotional and instr.1Ctiorut.l :nateiials that GPS provide&, ond (~ii) ;;oopernte with ull rea:,unabi,;; OPS n:quests t.o encourn~e greater ose hy cardholdern of the G,wPayNet Payment Net>Fmrk. 4.2 Participant shall provide telecommunication capabilitie..~. ~uch as tefophone, facsimile, aad [mere.et connections Lo ;:-nable curdholder3 to ace;:&; OPS from Participanc !oGations ,md ,:nabit: GPS to communicate with 1'11rticipant. OPS Agreement:',fo. ST -PA.R~l1CIPANTNA:V[F., 2:}'r'"YMMDD ((}P~, ,r>,1 Oov,.:ir,'"Tmt1r!(r:I. J()i JN O V'.i rj.,; ,, ., .. ' 4.6 •f.., "<. I 4.3 lGOVERNM21'ff ,\Li, 20YYMMDD Participam ,hall ce responsible for establishiag md maintaining ~ure acC<.~ at its lccations to die G PS adrcimstralive ,y~tem, inclt1ding us.:r idcntiticutiun, 9a;iswormi und pr~1.:autions for accessing ?.ll confidimtiai lnfor:muion. GPS shall be entitled to rely en any communioation.'.I Jr in.~tructio M initiated 11,ithParticipa11t'3 ,.iser 1deutit:icatlou, pa.~swords ')r ocher security and identicy tok:!11s or devices. Pmic1pant ~b.all designate 3 primary cont:ict ?IDd a secondary contact for GPS to communicate witb on :Jper:1.rionaJ, cec~nicaJ, :md admlllisrrati'ie i.9sues. Pltticipant shall provide :1Ccmate bank routing and 1ccmml numbers to GPS if Pllfticipfillt requesis electronic deposit of fundii from GPS. Participant shall coo~ate with OPS in the event of an overpayment to refund to OPS funds that GPS can demonstrate si;.ceed cardholder liabilitfos to Participent. Participant 1ball provide GPS with prompt written !1ot:ce of any change in the informaticm Participant provides r.o GPS aecessar; for Participant's participation in the GovPayNet Payment ~etwo.rk, tncluding but not limited to any ,;hange in its bank routing and account numbers. In the event Participant r.:ceives a payment from GPS i:hat appealll to have been obtained thrmigh fraud, Participant :3hall cooperate in any resulting in·,estigation. 4.9 Participant 3hall fallow the GovPayNet Payment Network participation procedures tha, GPS -· pro1iides to Participant, -rursuch' procedures-may-be updated from tim,rto-time;-Participant-must follnw GPS instructior.'I aud pru:;;edun:s regan:Ling dispiay '.lf card as8odation loges. 4.10 Pmicipant shull not enter into any other agre~ment or mak~ my other arrangement for se~1ices 3unibr to these avrulabte through the GovP yr. et Payment Neti,rork for the duration of this A.greement. 5. GPS Rapr~3entJ1tion:J and Warranties. 5.l This ,'\grcer:i~t is ·1ali.d, binding, illld l!nforccubl<J agai.n.'ll GI'S in accordance with it3 terms. OPS l:tas full power md authority to execute and de! iver this Agreement and perform its obligat:io;i., h.ermmder. 5.2 GPS employees, agents and ,;mbcontractorn have and shail possess :he education, knowledge and experience c.ece&'lar/ to quaiif; them indivictuaJ!y for \he particular ctnti.e-~ they perform . 5.3 During the perfor:mance ;:if this Agreement, GPS shall provide services in a non-diiicriminatory manner and shall not deny rervices or emp~oyment on the ba.-;is of race, cr~d, color, nati.omu origin, 3eX, age, dL'lability, sexual or.entation, military ~talu3, mar:tal 3tatus or an-y other legally protet.-r.ed cla'ls. 5.4 OPS •llil1 comply with the rules and procedures appEoable to the credit and debit card brands it :ivecpts llnd with all c\pplfoable la•.,vs aml regulation:i. 6. Participant Representations aud Warrantie.1. 6 1 Participant has taken all 1dminfatrari~1e, legal, and tegulawry measures necessary for tt to :!Iller into this Agreement. GPS Agreenc:nl No_ ST-PAR TJCIPANT:-iAMf:. 20YYMMDO l.fiPS !\J. (iaYr!ntrt!r.ntat, 20138UV16) Page 3 ::it' ij -i . ' i)2Q '.0; ::w 12 Gcvenu::ient Pc1.yment Soriice, Lnc. 6 . ..! lf Pa.-ticipilll, dr;JSi:res lo ~xter.d services under ::his Agreement to mother public ,ig~c:y, ~~ deiir.ed many :1ppUcable law, Participant 3ba1l iinlt r.otif; GPS in writing 'Jf the planned .,ervi~ exa:r.sion and shall ta:<e all actions xcessar'/ under ,i;ch !aw to mak-e tJris A~mem binding upon my 3uch public 1gency. 6.3 Thia Agreement is valid, binding, 1nd en.forceable against Pmicipant in 11ecordanc-e with its terms. 7, Notici:s. All noi::c::s permitted or required oy th.ia Agreement ahali be in writing ruid s:hall be given to the respective parties in person, by first class mail or by facsimile (with a hard copy following) iddressed to: :Partkip1l.llt: Con~act Name: Participant Name: .Addross: City, ST, zip: "Phone: :Facs.imile: Email: Gl'S: Client Services Deparunent Government Payment Service, Inc. 7102 Lakeview Parkw~y West Drive [ndianapolis, 1ndiana 46268 Phone: (866) 564-0169 Facsimile: (888) 665-475.5 E.mail: !l.ccouncservices@govpayn.et.com _ or to :ruch other fXL~n oq;Jace that !:he pat:~~ may from_!i m.,e to time 1i~gnaro. Motices and conS..."tlts under __ this section shal] be deemed to be received, if gent by mail or courier, five day'i following their depooit in the U.S. Mail or ~ith such courier and, if 3ent by facsimile, when .such facsimile is trallS.:nitted to the nu:nber provided in th.i3 3ection and sender receives a confirmation cf such facsimile. 8. Dlscbim~n lllld Li.mit:t tion of Liability. 8. l The 3ole purpose of this Agreement is to enable Pmicipant to participare in the GovPayNet Payment Network. Participant underntands and agree3 that GPS takes no responsibility that amounts GPS transmits to P'.lrtidpant will fully satisfy 11ny cardholder•~ obligation .o Participant, and that GPS does n.ot wa..-ranc any particular outcome or Ie:>"lJ.lt other than the delivery of luch cardholdcr's payment to Participant 8.2 GPS sh.all provide all 3ervices hereunder to Participant us an. tndependent contractor. ::-Jot.rung contained herein ahull be deemed to create any Maocia:tion, partnership, joint venture, or ~latiom;hip of maater and servant or employer and employee between the parties or to provide either par,;y with thedght, power, or a:ithority, expr~s~ed or implied, to create any nich duty or obligation on behalf of the other pany. U GPS ~hall indemnif; and 3a•,c hannks.s Pmicipant, iis agent-1, offi.cen, and employee:J from respo1.1Sibility or liability for damage5, .:osts, expenses, (inchiding reasonable attorney foes and defense costs) n:~·u.lting from the death of or injuries to any pernm or dan:mges 1o or de:itruction of any tangible: property directly caused by the negligence or willful mi1icondllct ofGPS, its employr;:es, ()r agc:ms in the perfoCDance of aervices her;;under. This lndemnifkatio.n ~ilall lll)t extend to claims, demands, damages, Cf>sts, experuie~ (i.ucluding m:t!lrney's fees and defonse costs), judgme1m or liabilities re.'mlting from t.he .~•lie or contributory nogligonee or willful mfaco.nduct of l'a.rticipant. GPS Agn:cra<!nl 1'i0. ST-PARTJCIP 'i:1-f AM.E, ?.ll'r'YM\!DD lG?S f-'.+--G'ov~r,,me11w1, ID ;'J:'/()Vto , J I i ©20 l-J: 21) l: Govemmem hymen, Serti.ce. inc . [GOI/ERi'iMEl\TAL), :!OYYMMDD ~.4 E..-XCKPT AS STATFJ) IN SECTION 8 . .1, GPS LCABILl'l TO P . .\RT1CIP.AN'T IS LIMITED ro :'IL\KL'!G PADfENTS ro PART~Cll','-'"'iT IN TfI!r A,"\'10UNTS 11UT GPS fL~S INFORYIED PARTICIP . .\i.'IT H.'-\.VE B~ ALTIIORIZED. TIIE GOVPAYN:ET PATh!ENT NET'WORK, A..'fY INCID:ENTAL GOODS A .. 'ID RELATED SERVlCES AR."E PROVIDED ON A.'i AS-IS , AS- AVAILABLE BAS .IS. CPS MAKES NO WARRAiYl'IES THA r GPS srmYICF,S W[LL BE ERROR FREE OR UN.INTERRCPTED A,"ID DISCLATIWS ALL O'I'BER REFID:SE.~TATIONS OR W. 'i'!IES, EXPRESS OR IMPLIED, INCLll)lNG WITHOUT LIDtillATION A.'ff WARRA.YIIES REGARDING QUALITY, St1'.IASILITY, ~filRCB,\J.'1ffABILITY, OR:F'ITNl'SS FOR A PARTICl;"LAR PL"RPOSE. N:ElT.llER PARTICIPANT NOR GPS SHALL BE LIABLE FOR LOST REVENl.'ES, PROFITS, INTERES'l', GOOD Wll.L, OR A..~Y ~.DIRECT, Il'iCIDENTAL, PUNITIVE, OR CONSEQUEi.'fl'LU, DA,'l'U.GES SlJil'FERJW OH Ii''l'CURRED BY THE OTHER PARTY IN CONNECTION WITH OR ARISING FROM S:ERYICES PEID.'OR:vlED UNDER TIIIS AGREE:\i,IE.'ff. PAR'l1CD'Ai T BEARS All llSPONSIBILl'.tY FOR ADMJNIS!R,-\ TIVE A'lD OFFICL\l. ACTIONS TAKEN BY P~ClPA.'IT. 9. Publicity, GPS shall not issue any press talease or make any statement to tha media with respect w this Agreemeoi or the services provided hereunder without the prior written co.osent of Partic-ipant. _ 10._ ln.teilectual P;oputy. _. _ .. __ , _____ . __ . _ -· ______ .. __ ·--~-_____ ... Partictpant acknowledges and iliall not challenge GPS' ownership of GPS copyrights, trademarks, senice marks, trndc n;imes, patents, patent applications, ur other intdlectual property ("OPS lntellt:ctual Pru~ny''). Participant agrees that use of GPS Intellectual Property ruuill be in accordance with GPS instructions ,md subject to the control, direction and approval of O:PS, any rights wing out of guch use shall jmm: solely to the benefit of GPS, and that Pmicipant :!hail have no ownership or other interest in GPS lnrellectual Property 11. ~liscellane11us Terms and Co11diti11n~. 11.l IL! l ! .3 I L.4 I l.5 1 I ' .l l-0 Third-Party Beneficiaries, There are no tliird-patty beneficiaries s• this Agrec1nent. A'!Signment This Agreement may not be assigned, in whole or in part, by ~ither party hereto w:thout prior written consent of the ot.'1.cr party, which consem mall o.ot be unreai!onahly ·mthheld. Force Majmm~. Either party is ~xcused frcm p<rrfo .rmance dlld shall not be liable for any dd.ay in perfor:mar.ce or non-performance, in whole or in par:., caused by ilie occwTfil'lc~ of any ccnlingency beyond. the rnnlrnl of the parties including, but not limited to, work ,toppage3, fires, civiJ disobedience, riolS, rebeillo.as, terroct~m, loss of power or celecon1.ml1uicationa, flood, storm, Acts of God and simil:ir occurrences. No WaiYer. A waiver of 11ny portion of this Agreement shall not be deemed :l wap;er or n:mu1ciation of 01hcr port(ons. Survi-ral. Rlglirs and ,)b!igaJoos under this Agreement w!i.:ich bv th~i.r Mture 3bould :,ur,ive will remnlu in effect iifkr termination :)r cx:pitatiou hereof. GPS Agreement No. ST--PAR.TICIPA}ffNAt\-lli , 20YYV1MDD ((.,"P.5 P.-.l--/:ic•Jr!r,11>1r1n1af .. 10l,1iVOV2Jj; E'age 5 01'6 -i I tl20 l O: 20, 2 Gover.imam Pay menr Serv i,;e, lnc. ~UOVER.'-l"Y ~ i\L], 20YYM}dDD 1 l Severaoility . rn the event that any pwvision of this Agreement is ac\,rudicared by auy Jourt ,>t .:om~cent j\idsdicticn :o ~ invalid, illegal, vo,d, or unenforr,eabk ;ill ci:hcr provi:ii(1os of thi :i Agreement ~hall neverd1eles.<1 rernain in full force and acct. 11.8 Counterparn. This .-\,,.re emeot may be e:t<!cur.ed simultaneol.l.~ly in multiple ~au .nterparts, each of wb.kh is deemed an original. but all of which :aken together constitute one and the ,ame instrument. ll.9 Co mp.le tn Agr ee ment. Th.I!,! /\greelijen t, tog eth.er wit h i1S ttnchmen~ 1s fu.< 1loure aye~m<m t betWeen Md expresse..~ the <:om plere und ero tand ing of the partie s, superseclutg l prlor agrecmenlll, witlt regard r.o he· subje ct Ollltter hll rcin and may DO t be altered, amend~ or lll0d!fie d exce9t in a writing incorporated hereto, and signed by the -partie~. provided, however, that GPS may :teviae the terms of this-. groom~ru If r.:q_uin:J to ~omp ly wi th .,,aro association m!es; law or cegulation !lI1d OPS prov ides natiC<! to P!1rticipllnt o ; ·11ch chang e-. T e foll owu:ig aro .:muchn:en c:i tO this AgNi:me,n ~: Aruu:hmon t , / J)o,ttac lun.en c B / Actncllincnt C : Altac hrne n;, D C IN WIDIBSS WHEREOF, the partjes hereto have ,xecuted diis Agreement by their duly authorized representatives or agents as of the date written below . ("Participant") Sig;nature N<1mt!:. _____________ _ Title: ______________ - Date : ______________ _ ("iiiG6vPAYNE1 ii Tli~ 5!mpl':! Way To ~ay OPS Agreement No . ST -PA..'fflCIPA.NTNA,vlE, 2C-'(YMMDD (G!'S P . ...J-{/o -'errrm~n tct! !O I JNO ilJ(j_J ------·-- GOVER...'l'MENT PAYME.NT SERVICE, INC. Signatl.ll'e Mar:< E. NfacKc.1JZ.ie ChiefExem1tive Officer Date: ~2,; l'J, 2n l'.2 Govcr'.1.men: Pwmenr Serv:cc, L-:c. 'ff-Agency :--lame, PARTICIPAGMT, DA :·:c. ATTACHivIE:XT ~A" -SER\r1CES GPS Agreement ~o.: ST-AGEi"iCY~A:YlE-PARTICIPAG~IT, DATE Partic.ipant bas elected the following ~ptions ln 11ccordance with the terms oi iervices ln the Agreement: _ G<JvPayNet Basic _ GovPayNet Connect P3rtlcipant is responsible for ad'lising GPS as to the types of payments GPS is authorized to accept on Participant's behalf (per the ,9erv(ce fees stated in any Au:achment to this Agreement). Participant may at my cime (i) authorize GPS to accept additional types of payments witliio th(!: scope of the applicable ~er1Lce lees; (ii) ~ancel the processing through GPS of any tyj)e8 of payments; (iii) mo<lif/ the o-ptioas ielected above, (iv) modify the account(s) to wh.ich GPS shall direcc payments to Participant; or (v) add other agencles, depru-tmer.ts or sub-agencies ("Affiliated Agencies") to, or delete Affiliated Agencies from Participant', u.se of any OPS services and eqllipn-.cnt 'oy m,ecifying all such changes to GPS in writing {v;a ler.:;r, ¢mail, or fu.c:simiie ). Any such changes wiil be subject to GPS acceptance and confirmation in writing and will require reasonabie lead time to implement. Participant warrants that sf! service a;1d ::quiprnent sel~tioll3 Participant makes and the extension or tenninatiou CTf servic.:s wW1 respect to Aililiated Agcncie.~ shall be in compliance with the laws and ri:gulations appricable to Pa..-ticipant's organization . Go vPayNet :Basic GovPayNet Basic is dr:signe<l to be avatlable 24 hours a day , 7 days a week, 365 day5 a yea:-. GPS will provide Participant with access, at Participant'.~ ,J-ption, to "l'mviewEX?," a secul'e website for transaction administration and review. repor: generation, and analysis. .Fo1· Bail Tr11nsacti01is, OPS wilt rr.ake iwailable a bail summary report \o Pacticipant ~ach day for ali mi.nsaction.s completed the prevlous day. Ft>r Non-Bail Tr:truactions, GPS will maki, available a reconciliation rcpon: m Partici:pant each day for aJI transactions \!omp leted the 'JrC'lious day Tbis repor: will ·3lso inci•Hie ,1,ny ape~ transucr.fons not previously lpproved. _ GovPayNet Gov.Swipe 1 _ GovP11yN.it .BaiJCait T .-an.5actior.s may be completed ,y: • Internet, using !he www .g9v baynow ,oom web site, or • Telephone, accessing a Customer Senice R.:presentativ~ ("CSR"), including bilinguo[ (English :ind Spanillh) CS.Rs, supported by a language line for additional translation services. J;'or Bail Tnn.uctfons, ether method uf tran..o;:action .;ompletion 5halJ be available to Participant. For Non-Bidl Transactions, if Partjcipant has elected not to use CSR service.~, the :1ervice fees GPS provides ta Participant reflecting CSR support shall not apply. GPS will forwlll'd "lectronically to Participant', designated account(l) the funds for all approverl transactions within two bu.iciness days after tmni;action author il.lltion, or will rem i.l funds by enc~k if Partici pan• so req_uests In writing. GovP.iyNet Connect G()vPayNet Connect includes the .,ame .,ervices as GovPa.yNet Basic, but provided in an integrated mode. For Participants that select GovPayNet Connect, GPS <!l,iablfohes ~n tilectronic data interface with Participant's internal accounting, cashiering, and other m,magcment systems to ,:x,~hange ~ncryoted data. The tntcrfocc is based on rpedfications P:uticipant and GPS :nucually devdop, A Participant usi;ig GovPayNet Connect may receive i11form11tion from cardt:olders that is ul>je ct to f".:1:,ment Card fndustry Dalli Sdcur ity Sta udw-ds rTcr DSS "). GPS ACCEPTS 0 RFSPONSll3tLITY FOR SECURITY OR PCI DSS CO\....,f,PLl,\.i'fCE WITH RRSPEC.T TO CAru>IibLDER INFOlU .lATION THAT R!SIDF..S ON SYSTll:l\'[S OTHER T'"d.\. "l't.fIO E CONrROLLED IlY GPS. GPS A.grccrm:nt Na ST-AGF.NCYNAME-PA.R'TTCTI',\CMT, DATE :'.l!-'',. MaSlr!r ~rJ 1-c:r!:I :\thr,c,h /1::\R \1C;"l1AUM1, ~:$.I, 201~5.:pL!,i GovPay;'/et Gov~wipe Gov$cvipe my be 1Scd for al! ;iaymenc t~l)~s. OPS •.1/ill provide Pliticipant wit.fl car d :--::~de~ and peripheral ?quipment (cables, etc.). wbic.h ::tre and will remain the property of GPS, ai GPS's expense. Participant undert.tands tbat GPS card r~adera are !mbedded with proprietar;1 teclmology ("Firmware"). GPS grants Participam a license co use such card n:aders and Flrmw an: for the duration of the Agreement. Participant'~ use o f card ~ders and Firmware shall be limited to the purposes of this Agreement. Acceptance and use of card readers does not convey m l>articlpant any title, pati:mt, copyright or oth~r proprietary right in or 10 the Firmware. At all times, GPS or its suppliers retain ail rights to the Fumware, including but not limited to updates, enhancements, and additions. Par'..icipant sball not attempt ta acces,q or discl~"C the Firmware to any party, or •ransfcr, copy, license, subHcense, modify, transJace. reverse ongiaeer, decompile, disassemble.;, tamper with., or create any derivative work based on the Firm ware. Participm1t wiil use reasonable ~are to orotcct card :eadet'3 from loss, thef4 damag~ or ' any legal encumbrance. OPS shall pruvid~ card readers and :nstallaticn instr..lctions at 5ervici: •mplem.entation and when providing any replacement or additional card readen, by shipment to a location Pa.itidoant designates. Or, at GPS's option, Participant ·will ailow OPS and it.'! designat>!d repr~"entatives reasonable acc~s to Participant's premfacs for training purposes and device installation, repair, removal, modification, upgrades, and reiocation. GPS :s solely responsible for the maintenance of any curd. readers and shall supply Participam with replm:ement card readers on Par:icipant'1 request and as GPS deems appropriate. Upon termiMdon of this Agreement, GPS may require P,u,.jcipant to return card readers to GPS, at GPS's expense and by such method as GPS .s?ecit1es. £'ardc ipant may incr~ase or deer~ the numb er of card readers de?loyed upon request In wrltlng to and ~c::epted ln ~ridng bi,, GPS. GPS ,hall communicate any shipping and handling procedur,:s and co.~ts to P:irticipm1t pr:or to taking any requested action. Card ,eacers ar ~ Jesigne<l to comrnun icac :i Gar<lbolda, dat a to OPS througn Participant', r.omputing 1:1qu1pme11t ro wh i;;l, tbey ;iri: cable-aLt1cbed via tJSB p0rt. lntt:rnet aecess to GJ'S is requirCTJ for transa.,;t:on prnc~i;sing and is enabled solely l:i y .ST-Agency N~mi::, PARTICll'AGMT, DATE Part:..:ipaat's computers and networks. Pmic ioanr :s responsible to use ,iandill'd safeguards a:1d p~ctice .s to '.c::ep its :omputers and networks secure ar.c! fi-ve from malicious software or hardware. OPS ~hall llot be held liable to Participunt tbr exposure of Participant'g comoukrs or ner.vorh to· malicious SOIT',11lll"e or bardware of my !<ind. GoYf tyN et ./Jail Call Bai/Call may be used for cash bail and related transactions only. OPS wi.U provide Pnticipant with wall-mounted "courtesy telephones" at GPS'a expense . Arry telephones and peripheral equipment OPS provides are and 'Nill remain the property of OPS. All teiephones will ring directly into the GPS call center when the handset is lifted. Parttcipant 3hall be soieJy responsible for the installation or removal of t.elephones ia Participant's premises, c1Jm.ist.::•t wi th G.PS instr'Jctions and usin"' qualified technicians, and at Participant'3 :!Xpense". Participant will use reasonable care to protect telephones from loss, thetl, damage or aoy k:gal encumbrance. GPS lhaJ! pm-0.de te!eplivr,e. and installation instructioM Jl: ser,'ice implementation and when providing any replacement or additional telephones.. by shipment, at GPS', !:'('j>C r.SC, 'O a location Participant designates. If Participant olccts to terminate BailOill or ucon termination of the Agreement, GPS will reauire Pilriicipa.'lt to return telephones to GPS, at GPS 's a~ ar.d by ,uch mclbcc! as GPS specifas. P·.;rticipant may increase or decrease the number of telephones deployed upon (e(fllesl in writing to and :!Cccpterl ill writing by GPS. OPS shall communicate any ,hipping a.-id handling proct:durcs Wld-costs to Partici1iant prior to taking aay requested !ll:tioo. GPS Agr:::ernent ?-lo. ST-AGENC"t)(M,!E-P,.!,_RrICT?·l.dMT, ,)A.'tH Page2or'2 ~jfl'.l 'vhl!HCI' )~\i(!:;tl~ :\ilil(;h Pt\R11CIP li..lM.T, ·rj I 10!J~fopl2·~ I I ATTACH.\{L'ff ·•ff' GOYERN.MENT PA\ M.ENT SERVICE, INC. SERVICE FEE SC.H.EDC.LES & REVENl:E SHARING PL.\.~ Service Fee Schedule for Bail Payments Payments via W~b/Gov:Swipe~ Payments via Call Center/Live Agent (S~rvice Fe<: SchP.cil.Jfo !f.9 7) (SP.r✓ice Fee Sr:nedule #98i 7.0% I 7.0% S~rvlce Fee Schedule for Administrative & Civil Payments Payments Made via Web/Gov$wipe'@ Telephone-Assisted Payments (Call Center/Live Agent) Transaction Range Service Fee Transaction Range Service Fe~ $0 01 > $50.00 $1 .50 $0,01 > $50 .00 $5.50 $50 .01 > $75 .00 $1.75 $50 .01 > $75 .00 $5 .75 $75 01 > $100.00 $3.00 $75 .01 > $100 .00 $7 .00 $100 .J1 > $150 .00 $5 .00 $100 .01 > $'150 .00 $9 .00 $150,01 > $200.00 $7 .00 $150 .01 > $200 .00 $11 00 For each additional increment of $SO.GO, F.or aach additional increment of $50.00, or portion thereof, add $1.75. or portion thereof, add $1.75. R.EVENlTE SHARING PLAN PAID ONLY ON 8 . .1\ll PAYMENT TRANSACTlOl-iS FEE SCHEDULES #"97 & #98 I I The Revgn ue Sha r ng Plan enutles Participa nt to <eeei11'9 compensauon from the fee GPS charges cardholders fer its specia liz ed serv ice s as out li ned in Seri ·cs Fee Schedule for Bail Payments. GPS •Nill send Pa rti cipant a detailed report by the 15th day of the month following the month for which revenue sharing is due along with a check. The check will t:e in an amount equal to 15% of the 7% fees collected in total for the processing of bail payments to the Participant during the immediately preceding month for which transactions are processed. .. -.. 0201.J. 2011 Go•mr:unent P9.ynuint s~r•1!ce, Li.u. ,'\'TTAtm,.Dl.Y(' cw, -SERVICES G-PS A,greomen t No.: St-AGE('ICY:-IA:\-!E•:PARTICll'Amrr, DA'l'E 11'11,'!" • 1'11,M!clpn:ru Im ~!oac!Q!j, ~1~ following aJJtll>llll !n ~cQ1>r~nnce wJth thu torii:w o'f 11ortjao~ bt 11 a A~t:9~UX011tr 'j{.,~vPay'J.1181!mol/ll/1tj_ 7/;i.1;)/~ ~o"'.hJN~I G~vSw&1qh( 9/.;,o/;b -~cz====~e!B!(=---~====---,--==,,,--=-l C:h1n~ril.l 3~rdu~ :rerltlll itijr!lolpailt b rcsp 9i1!llblo fbr1:u1'<Mdlf 'GP~ ,ll{l b:> l~ t>Jt><l$, uf pl,\S'm~11!-J OP~ ls authcrdzed lo aoijeet Oil · ;>iirt!ol1,10.n~31>q/f'1\l((pur !lio aurilco riio~ U*d In~ .AUautun~n~ to \Ill$ ~onienl). :f!,lrlloipMt jimy o~ MY ti.me. (l) M'lio/fae OPS 10.11Ucilp.t tuknr.fonul l:,pw .1,t PM~ii-(li., ~ithlo Jhii II/Jep11 of .th4. np_Jlfl~nblil .~01·•,ico {ce&; (lll ·~ni11RJ! Wu pma'¥l~l11g tt\ro!Jgh ems • !)f aey l'l.jll!s Q'r, .Proi~pll!; 011, w,,½W t~!) ·opfl!)ns velt1otud ilbOV'.1 1 (lv) rno,dlly U11,1. qc11eu11t(u} 10 wWeh . .OPS slln!hfl~t pir_flitudlf lo Pnrtlo!pall!; or (ii) odd ,0 th~r agollbleii. 'dopllrtlllMltl .• or sub-pgoll/JIC!il' (!'A.fclll !co Agtt11.nlti*") 10, or ifiilet~ .Af!iUlllctl AgOtlUle"l 1\-Qni '.Pti'!Uoi~n~•s U/JO or dey 0~ S!IMIIC~ aod oqu!Jl!Mlll hit ,puoifyhJg oil .1110,ll ~go:t to OPS hl w,·ltiilg (vlu lilltor, 1m10lt, or fucsl.milc). A11y auch ,o~~s wtJ I b~ ~.ubjobt m O~S •sioiioP.tancu nnd eonflr11mtlm1 in 'fl'rlli.n!J .an1\ wlll requlro 1ca~oq11h!o leo.d time to \tnpfo_mbnl: Pllniolpt111t w~rmri,ru thi;lt ,.rl s~r<,1tco a11d ~C\ ipni~nt -~clent!orw J>nqio(~ont tn~kts tu4 Oto ~~t<11\9lQn ~r 1ermh1atton. of .seri1.lullll .with rea.~aet lo Affilfo.ted A.$~•t~li)! sbii11 b<:1, tn co(tll'Ufl11~0 · 11th thi, la,;~~ 1111ar.l ,ugulallooll ~pplluublo le> Pll(tlcfpaut's orgijnfzation. OovPa,y.Nnt .Bna_lo Oo 11Pay'Not Bosio· iii ~c:lli,qm,d to be 111/llUoblo 24 hot.1r.i a dtty, 7 dn11 ~ wco!t, 36:l d11~f a y411!, CJl>S v1U l pt0vh!~ Plil'l!qlpiµit wllll accll.S3 1 at PfictlinTI1ttil'11 aptto11 1 lo "\'ro•f!aw'B:Xl'," a !lt-Cll!'ll W1;1b~lt'il rOI' trnn~uotion. ndministratlc)n luul ra,,L~w, repott gtlllet'l\ttou, u:nd anuly~ls. 'flo.1· Bnll 1•~1111:lMlioJlll~ (,l?S !,Vlll 1nttke /l'v.al lnbla ~ ball i:u1111n11 ry ~~.rl co P~r1!olpruu ~noh illly ~r-, nil 1rnru1ot.1lon11 cwmp\clotl 1h11 ~ro•1lou~ dtttJ, Jlr>r Non..B1tll 'J'r11n.:tnQUoll.S1 OPS wiU rmlbi 11v1Li\11bl~· 11 re~.onolll1)110lf report to ()urtlurp~ru ~~oh day fo~ ~.II irununcti on,'l si Mtpli:itod thu lh'O'llollH ~"Y· 1'hl11 report will :11~0 ,!nclucl ~ ioy 1,peo lrruis1,cr._!IJM no-t 9f0v\ou~ly ~pµr1.wed. 'J.'1i10J«:ilons".tl)ll¥ b1i oompJnted oy: · , l 1nce1M~ lllllng tnq www,g6yi,11•mQ111,com w110 · p!lo, or · " I 1~lo,V11611~ ~a.ci~/,Qg 11 0UJ1tflll}ot Sor,lqo _ !~t.o'pm.011tntiv~ r•c.s:R'~1 lnolutlhl!I• bllfll!lllnl ( ~llsb ~11d-Sti~tih) ~ 111,opo1•ro1l b1 a ·111ugU/l~:o Une tor udd[tlon\11 fumslatleo seMces. '[Int JQJJ 'l,'.1'111181111lL~DD, ctlroi mt:fuoil ot".lraoaauthm C$JD1Ql~Uo1, al,Jt11 ' bli .nv11~.nbl~ l'O • ?rilclpunt ·vQr -~fQn-:Bult 1'.r-l\lllffli:t Oll4, IFl'urtlotpl\111 I.Ulil til~nta4 1101 10 u1fo CSll,S1W1Joim;tb.e R&',ieo ~ GPS pl'o•,.ldos \o Ppr1lolp1111t {O~ilotlrie ·cs:R 111.tpp6ft ,3/lntl i)0( up1lly. OPS will forwnrd ~Jc11lroukally to, Pn.~.ticlpnnl1l dq~i,!!llAhld 0099Ma) thu ~d.i· 'for lilt 4!){IrO.v~d 1rnusnollcus 1(111Wn two b11idt1¢iWI d1.1.Y11 after lrtlnS~ali.011 ·aulliu~lzat[on, 01· will ttirult l\ntds by oti1So~lffwtio1punb.w' tcquqitn th WYIJ;!n~ Go•1.hyNQt Cou11Q~I Oov.Pa.yNot Coni.1.eot lndludoo the aanrn ae1:vlaas as OovPayNel 'Buiilo, bll~ pl'o•1ldad In 11n lntegra1ed .mod~. For Pattl<llpnnto th.at $CU8QC Go•/l"11y1.'Tct Conncot. GP3 ea\'ubUaheii nl) tlcwcr01Jlc \!ntn ~to,nic.h w!tb Par\lelpant's lntarnnf iccoUJllinti, ua~hietinr. und othar m,111ng'J1Mnt sy~ms l.o .r.<obang!.l 11no11pt1ld data, Tl1e 1n1cctllce i~ bllllud ou :ip~cl:ti.catfon~ P~rnctpant and O'P:.S rououoil.y 1la•1~lop, A Prutl.olpont t1,1lll~ 00v'P1cyM1:L CormuQ\ am:, r<JG@IYC htfcir:nBllou rrora onrohl.)tdurn !huL la suhjcut to hym11.nt Card lndusfry Dn(fL S~<111t.lty Sttu1duttla (''I'Ct DBS"), GPS AC'Cml"l'S N0 1-l.li'Sl'ONHIBll,lJ'Y ii"OIR /lEGURl.'TY OR l'CI D...'15 .COt"i.lPLL).i'l{CJil W1TH REBP'IilCl' 1'0 C~RO.UOLl'.ili1lt IN'.lt0,Ui'lhl.1lON nr.n lUl..'IIDRS ON 8Y&1'EMS o,:.mm. 1'.'ELlN'r.F.IQSlt COJl71'ROI,,I.1ID DY OPS. JUL 2 1 20!6 KITTITAS COU~JTY SHERIFF ACCOUNTING '• h • 1 I ~ l