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HomeMy WebLinkAboutSH19-014 GOVPAY - Fourth Annual Renewal - Complete PSA set pending BOCC signatureFOURTH ANNUAL RENEWAL OF PROFESSIONAL SERVICES AGREEMENT This Fourth Annual Renewal of Professional Services ("County„) and Government Pa Agreement ("Renewal-) is by and between between Contractor and County, Payment Service, Inc. (contractor") to renew that Professional Se en Kittatas County ty, effective February 3, 2015 ("Agreement").Services Agreement by FOR GOOD AND VALUABLE CONSIDERATION, the parties agree as follows: I • Agreement Renewed. The agreement is renewedas. 2. Execution. This Renewal may Provided therein, until April 1, 2D20. be an original and all of which to "ecrted shan counterparts unte rparts, each of which when so executed and delivered shat! imaged signature of this Renewal by electronically const one ori of a manually executed original for all ecPurposes. s grnal document. Delivery of an electronically Y malted or facsimile transmission will be effective as derive IN WITNESS W moose agents as of the date WHEREOF, the parties hereto have executed this Renew ry written below, al by their duly authorized re presentatives or GOVERNMENT PAYMENT SERVICE, INC. Name: Title: ` l • �lJ Date: Contractor Address: 7102 Lakeview Parkway Indianapolis IN 4 Wei Drive g APPROVED BOARD OF COUNTY COMMISSIONERS KITTATAS COUN'T'Y, WASHINGTON Chairman Vice Chairman Commissioner t _.� U_ Sheriff Attest: Cleric of the Board Date: Date: Date: -_ Date: J Date: Approved as to Form: "By: Fa Title: v\ a c sc _Date: .�..q County Address: Kittatas County 205 West 5t' Ave., Suite 108 Ellensberg WA 98926 PROFESSIONAL SERVICES AGREEMENT This Agreement is made by and between Kittitas County (hereinafter "the County")and Govemment Payment Service,Inc.(hereinafter "Contractof).The County andContractoragreeasfollows: 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 fast 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 givingthirty(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 theIndemnificationprovisionssetforthinParagraphs7(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 mutuallynegotiatedbytheparties. Professional Services Agreement Page 1 IN WlTNESS WHEREOF,the parties have executed this Agreement this day of Ñh-,2015. APPROVED: Government Payment Service,Inc.BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY,WASHINGTON Signature f n Chairmàn (Date ) Pr nt Name of Signatory Vice-Chairman omm ion Sheriff est k of the pproved as to Form: Dep P uting Attorney Contractor Address:County's Address: 7102 Lakeview Pkwy,W.Dr. Indianapolis,IN 46268 Kittitas County 205 West 5*Avenue,Suite 108 Ellensburg,WA 98926 Professional Services Agreement Page 2 Project Contact Project Contact: Mark E.MacKenzie Paula Hoctor GENERAL CONDITIONS i.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 fumiehed 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 perforrned and amounts eamed,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 Subcontractina: 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 notlimitedto: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,attomeys'fees or costs incurred by reason of claims ordemandsbecauseofbreachoftheprovisionsofthisparagraph. 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 anyemploymentofthecontractororanyemployeeoftheContractororanysub-Contractor oranyemployeeofanysub-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 FederalorStateincometaxes.Where required by State or Federal law,the Contractor authorizestheCountytomakewithholdingforanytaxesotherthanincometaxes(i.e.Medicare).AllcompensationreceivedbytheContractorwillbereportedtotheIntemalRevenueService at the end of the calendar year in accordance with the applicable IRS regulations.It is theresponsibilityoftheContractortomakethenecessaryestimatedtaxpaymentsthroughout 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 paytaxesoncompensationearnedpursuanttothisAgreement. The County will pay sales and use taxes imposed on goods or services acquiredhereunderasrequiredbylaw.The Contractor must pay all other taxes including,but notlimitedto:Business and Occupation Tax,taxes based on the Contractor's gross or net income,or personal property to which the County does not hold title.The County is exempt from Federal Excise Tax. 10.Regulations and Requirement: This Agreement shall be subject to all laws,rules and regulations of the United States of America,and State of Washington,and polítical subdivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. 11.Right to Review: This contract Is subject to review by any Federal or State auditor.The County or itsdesigneeshallhavetherighttoreviewandmonitorthefinancialandservicecomponents 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 theCountydeemspertinenttotheAgreementanditsperformance,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 theperformanceofworkunderthisAgreementfor6yearsaftercontracttermination,and shall make them available for such review,within Kittitas County,State of Washington,upon request. 12.Modifications: 12.1 Either party may request changes in the Agreement Any and all agreed modifications shall be in writing,signed by each of the parties. 12.2 The County may,at any time,by written notice thereof to Contractor ("Change Notice")makes changes In the Work within the general scope of this Agreement,including,but not limited to:(a)changes in,revisions to, substitutions for,additions to or deletions of any Work;(b)changes in schedule;and (c)acceleration,deceleration or suspension of performance of any Work. 12.3 If any change in the Work causes an increase or decrease on Contractor's cost of,or the time required for,performance of the Work,an equitable adjustment in the compensation to Contractor and in the schedule for the performance of the Work shall be made to reflect such an increase or decrease. Professional Services Agreement Page 5 12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment,Contractor shall proceed In accordance with all Change Notices.Contractor must,within thirty (30)days after receipt of any Change Notice that does not set forth any acceptable adjustment,submit to the County a written statement setting forth any adjustment claimed. 12.5 If any change results in a decrease in the Work performed,Contractor shall be entitled to compensation associated with changing the Work,such as revising design already completed,revising calculations already performed, and revising documents. 13.Termination for Defauft 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 insolvencyorrnakesanassignmentforthebenefitofcreditors,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 ordamagetotheCountyresultingfromsuchdefault(s)shall be deducted from any moneydueorcomingduetotheContractor.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 anyreasonthattheContractorwasnotindefault,the rights and.obligations of the parties shallbethesameasifthenoticeofterminationhadbeenissuedpursuanttotheTerminationfor Public Convenience paragraph hereof. 14.Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the Countydetermines,in its sole discretion that such termination is in the best interests of theCounty.Whenever the Agreement is terminated in accordance with this paragraph,theContractorshallbeentitledtopaymentforactualworkperformedatunitcontractpricesforcompleteditemsofwork.In the event of such termination,an equitable adjustment shallbemadeinthecompensationpayabletoContractor. 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 Aareement: The Contractor agrees to and shall defend,indemnify and hold harmless the County,itsAdditionalInsured's,appointed and elective officers,agents and employees,from andagainstalllossorexpense,including but not limited to judgments,settlements,attorney's fees and costs by reason of any and all claims and demands upon the County,itsAdditionalinsured'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 thenegligenceoftheContractor,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 ofenteringintothiscontract,except as expressly provided herein. 16.Industrial Insurance Waiver: With respect to the performance of this Agreement and as to claims against the County,itsAdditionalInsured's,officers,agents and employees,the Contractor expressly waíves 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 anyemployeeoftheContractor.This waiver is mutuallynegotiated by the parties to thisAgreement 17.Venue and Choice of Law: In the event that any litigation should arise conceming the construction or interpretation of any of the terms of this Agreement,the venue of such action of iltigation shall be in theSuperiorCourtoftheStateofWashingtoninandfortheCountyofKittitas.ThisAgreementshallbegovemedbythelawoftheStateofWashington. 18.Withholding Payment; In the event the Contractor has failed to perform any obligation to be performed by theContractorunderthisAgreementwithinthetimesetforthinthisAgreement,then the County may,upon written notice,withhold all monies due and payable to Contractor, without penalty,until such failure to perform is cured or otherwise adjudicated. 19.Future Non-Allocation of Funds: If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period,the County will not be obligated to rnake 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. ProfessionatServices 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 authorityto 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 fumished 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 orwillomittostateamaterialfactnecessarytomakethestatementsoffact contained therein not misleading. 21.Patent/Copyright 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 claîm 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 inperformanceofthisAgreement,except upon the prior written consent of the Kittitas County Prosecuting Attomey 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 lîmited to settlements,judgments,setoffs,attomeys' 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 5 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 I 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 ernployer. 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, matital 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,coed,color,national origin,sex, sexualorientation,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 includingapprenticeships.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 dischmination.The Contractor shall take such Professional Services Agreement Page 11 action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. 30.Prevailing Wage: Contractorshall 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 3932 and the rules and regulatíons of theDepartmentofLaborandIndustries.The schedule of prevailing wages rates for thelocalityorlocalitiesoftheWorkisdeterminedbytheIndustrialStatisticianoftheDepartmentofLaborandindustries.It is the Contractor's responsibility to verify theapplicableprevailingwagerate.It is understood that the Contractor is responsible forobtainingandcompletingallrequiredgovernmentformsandsubmittingsametotheproperauthorities. 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 andconclusiveandbindingonallpartiesinvolvedinthedisputeasprovidedforbyRCW39.12.060. 31,Debarment Certification: The Contractor certifies that it 31.1 ts not presently debarred,suspended,proposed for debarment,declaredineligibleorvoluntarilyexcludedfromcoveredtransactionsbyanyFederaldepartmentoragency. 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 renderedagainstthemforcommissionoffraudoracriminaloffenseinconnection 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,receivingstolenproperty,making false claims,or obstruction of justice. 31.3 Is not presently indicted for or otherwise criminally or civilly charged by agovernmentalentity(Federal,State,or local)with commission of any of the offenses enumerated in paragraph 32.2 of this section.31.4 Has not within a three-year period preceding the preceding the execution of this contract with Kittitas County had one or more public transactions(Federal,State,or local)terminated for cause of default. Professional Services Agreement Page 12 EXHIBIT "A" SCOPE OF WORK In addition to providing all material and labor,the Contractor shall: •The Contractor's Obligations are contained in the Participation Agreement. o See Appendix A,3.GPS Obligations. Professional Services Agreement Page 13 \ EXHIBIT "B" COMPENSATION e As provided in Appendix A,3.5,GPS Obligations. Professional Services Agreement Page14 EXHIBIT "C" PROOF OF 1NSURANCE 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 AdditionalInsured'sfrom all claims,losses,harm,costs,liabilities,damages and expenses arising out of personal injury (including death)or property damage that may result fromperformanceoftheworkorthisAgreement,whether such performance is byContractororanyofitsSupport All insurance shall be issued by companies admitted to do business in the State ofWashingtonandhavearatingofA-,Class VII or better in the most recently publishededitionofBest's Reports unless otherwise approved by the County.If an insurer is notadroitted,all insurance policies and procedures for issuing the insurance policies mustcomplywithChapter48.15 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)Stoo Gap/Employers Liability. =Coverage limits not less than: •$1,000,000 each accídent •$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 Commercíaf 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 Liabilitv. =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 asevidencethatpoliciesprovidinginsurancerequiredbythisAgreementareinfullforce and effect.Contractor hereby waives all rights of recourse,including any right to whichanothermaybesubrogated,against Kittitas County for personal injury,including death,and property damage.Contractor's insurance policies required above shall be primaryinsuranceandshallbenon-contributing with any other insurance maintained by Kittitas County. The Contractor shall assume full responsibility for all loss or damage from any causewhatsoevertoanytools,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 andlimitsrequiredareobtainedbysubcontractors. NOTE:No contract shall form until and unless a copy of the Certificate of InsurancewithEndorsement,properly completed and in the amount required,is attached hereto. Professional Services Agreement Page 16 APPENDIX "A" PARTICIPATION AGREEMENT This Participation Agreelnent ('Agreement")is by and between Participant Narne: Address: City,State,Zip: Main Voice Phone: Web Address: referred to herein as "ParticipanP and Govemment Payment Service,Jac.(d/bîa GovPayNet ,a Delaware corporadon having a principal place of business at 7102 Lakeview Parkway West Drive,Indianapolis,Indiana 46268 ("GPSS WHERL%GPS has assembled and supports the "GovPayNet Payment Network,"consisting of govemmental entities (bat have each contracted witit GPS to accept payments on their behalf made by gardholders through GPS;and WHEREAS,GPS accepts credit cards and debit carde carrying the American Express ,Discovef,MastutCattf and Visa*bands from cardholders and,in accordance with the rules sad requimmems of such eredit and debit card cámpaniK eneuterpaÿurents médetyliése cafdhdidets to padi¢ipants hi die GovPuyNet Paymentlietworkrand WHERFAS,in order to improve Participant services and enhance administration,Farticipant desires to join the GovPayNet Payment Network and accept payments kom GPS,with such support services sa GPS provides; NOW,TKE1ŒFORE,in consideratton of the muinal provisions contained herein and other good and valuable consideration,die reedpt and adequaey of which are hereby âgimewledged,Participant and GPS agree as follows: L Recitals. The above recitals are by this reference incorporated imo and madea part of this Agreement 1--alM,eeeme-effergve sepen-the4 posseesten and eentianeder-Eve-yearesentenuttieany-renewing-foradditional-ene-yOBE-p EmÎRO earlierne-presided4terein: dater-(b-)-upea-30-4aye-mitten-aatlee-i€-Padisipaa-faik-wit -GP-S-pmeedam4w pasielpadag-in-&e-CovaayNet--Paymenadetwere-et-fa}-innaediately-ifPartielpant-faikasempty víd-anyetheNean-ef-this-Agreement- GPS Agreement bio.ST-PATUClPANTK Œ,10YYMMDD Page l of 6 'GPSP&vernmenux,füßNOV26) 20:0;20 12 Govemment ?ayment Servica lac [GOVERNMENT=El,20YOfMDD 3,GPS Obligations. GPS will enable cardholders to pay enounta due to Participant by doing thefollowing 3.1 GPS aball obtain cardholder authorization to orocess a charge to the cardboider's oredk card account or debit such cardholder's debit card account for pwposes of funding payment(s)by such cardholder to Participant.Such charges of debits aball 'oe subject to acceptance by de card issuer,card association rules,and any applicable laws or regulations. 3.2 GPS abaE act on Pacucipam's behalf in accepting payments from cardholders made by credit cards and debit cards for the purposes and at the service fees listed on each attachment designated in Section 11.9 ož this Agreement GPS may modify cardholder fees at its sole option,providing Participant with notice of such modification and a revised attachment reflecting modified fees prior to imposing a new fee structure.Service fees we non-tefundable. 3,3 GPS ahall transmit funds to farticipant to apply to cardholder obligations as Participant directs based on unique payment codes GPS establishes on its system for the routing of cardbolder limda to Participant,such codes to be made available to cardbolders by Participant or accessedby catdholders through the GPS web site. 3.4 Participant shall have no Hability for reversals (i.e.,chargebacks),GPS shall be responsible for handling all chargebacks,re-presentments,customer service to cardholders,claims and any trgosacüen disputes associated fig1Leardhol(eg _ge pf g.ards to.Joake..Palmg to fygçipan through GM Por purposes of closing GPS bool:s and records,ail psymens will be considered fmal 12 months a.fter being authorized by the card-issuing bank. 3.5 GPS shan not charge Participant any foes to participate in the GovPayNet Payment Network.GPS reserves the right to charge Participant for other services or equipment,such as custom soûware development,peripheml devices,and othet services and support es the parties may agree upon from time to time. 3.6 GPS shan provide GovPayNet Payment Network administative support to cardholders and to Participant through a toll-free telephone help line and the Internet, 3 ?GPS ahall provide Participant with training,procedures,to11-free telephone numbets,web addresses, and promotional and instructional materials all at GPS'sole expense. 3.8 GPS shall be responsible for all federat state,and local taxes legally imposed upon its services. 4.Participant Obligations. Participant's continued participation in the GovPayNet Paymetu Network is conditioned upon the following; 4.L Participant shall (i)keep available for reference any user manuals and instructional materials GPS provides to Participant,(ii)display logos,signage,literature,and other promotional and instructional materials that GPS provides,and (iii}cooperate with all reasonable GPS requests to encourage greater use by cardholders of the GovPayNet Payment Network. 4.2 Participant sindl provide telecomrminication capabilities,such as telephone,facsimile,and Internet connections to enable cardholders to access GPS from Participant locations and enable GPS to cottununicate with Participam. OPS Agreement No.ST-PARTICIPANTNAME,20YYMMDD Page 2 of 6fanP÷-aowmmmuu.Joavo 2010;2012 Goverament Payment Service.Inc.(GOVERNMaiTALL 20YYhtNDD 4.3 Participant shall be responsible for establishing and maintaining secure access at its Iccations to die GPS administmtive system,including user identification,næs,words and precautions for accessing all confidential informatiort GPS shall be entitled to oly on any communications or instructions initiatedwithPatticipant's userldentification,passwords or o±er security and idemity tokens or devices. 4.4 Partiolpant shall designate a primary contact and a secondary contact for GPS to communicate with on operational,teobnical,and admimstrative issues. 4.5 Participant shall provide accurate bank routing and secount numbers to GPS if Participant requests electronio depositof funda from GPS. 4.6 Participant shall cooperate with GPS in the event of an overpayment to mtimd to GPS funds that GPS can demonstrate exceed cardholder liabilities to Participam. 4.7 Participant shall provide GPS with prompt written notíce of any change in the information Partleipant provides to GPS necessary for Partícipant's participation in the GovPayNet Payment Network,including *out not limited to any change in its bank zoudng and account numbers. 4.8 In the event Participant receives a payment kom GPS that appears to have been obtained through frand,Participant shall coopemte in any resulting investigadon, 4.9 Participant shall follow the GovPayNet Payment Network participation procedures that GPS --provides to Participam,wench procedures-amy-be apdated from timerto-time-Participant-must follow GPS instructions and prosedures regarding display of card association logos. 4.10 Participant shall not enter into any other agreement or make any other arrangement for services simihir to those available through the GovPayNet Payment Network for the duration of this Agreement. 5.GPS Representations and Warranties. il This Agreement is valid,binding,and enforceable against GPS in accordance with its terms.GPS has full power and authority to execute and deliver t.bis Agreement and perform its obligations hereunder, i2 GPS employees,agents and subcontractors have and shall possess die education,knowledge and experience accessary to qualify thorn individually for ifle particular duties they perform. 5.3 During theperformance of this Agreement,GPS shall provide services in a nondiscriminatory manner and shall not deny services or employment on the basis of race,emed,color,national origin,sex,age, disability,sexual orientation,military status,nærital status or any other legally protected class, i4 GPS will comply with the rules and procedures applicable to the credit and debit card brands it accepts and with all applicable laws and togulations, 6.Partielpant Representations and Warranties. 6.1 Participant has taken all administrative,legal,and regulatory measures necessary for it to enter into this Agreement. GPS Agreement No.ST-PARTICIPANT>lAME,20YYMMDD Page 3 of 6 EGPS PA-Governmental,2013NOV26) I \ ©2010,2012 Goveracient Payment Service,Inc.(GOVER>&fENTAQ20YYMMDD 6ß If Pardelpant desires to exteralservices under this Agreement to another cubBe agency,as defined in any applicable law,Participant shall first notify GPS in writing of the planned service extension and ahall oke all actions accessary under such law to make this Agreement binding upon any such public agency. 6.3 This Agreement is vahd,binding,and enforceable against Participant inaccordance with its terms. 1,Notices. All notices permitted or required by this Agreement shall be in writing and shall be given to the respective parties in person,by first class mail or by facsimile (with a hard copy following}addressed to: Participant:GPS: Contact Name:Client Services Department Participant Name:Govermnent Payment Service,Inc. Address:7102 Lakeview Parkway West Drive City,ST,zip:Indianapolis,Indiana 46268 Thone:Phone:(866)564-0169 Taceitnile:Facsimile:(888)665-4753 Emaib Email:accounteervices@govpaynet.com X1.o.tuch othe1Psao o.l.Plac thelhe patti my ûn¤t.fime>UimeÀgg Foticeg_agd consenig okt this section shall be deemed to be received,if sent by mail or courier,five days fonowing their deposit in the U.S.Mail or with auch courier and,if sent by facaimile,when such facsimile is transmitted to the menber provided in this aeotion and sender receives a confaunation of such facsimile. 8.Disclaimers andLimitatíon of Llability. 8.1 The sole purpose of this Agreement is to enable Participant to participate in thedovPayNet Payment Network Participant understands and ayees that GPS takes no responsibility that amounts GPS transmits to Participant will fully satisfy any cardholderk obligation to Participant,and that GPS does not warrant any pardoular outcome or result other than the delivery of such cardholder's payment to Participant. 8.2 GPS shall provide all services hereunder to Paticipant as an independent contractor.Nothing contained heroin shall be deemed to oreate any association,partnership,joint venture,or talationship of master and servant or employer and employee between the parties or to provide either party with the right.power,or astbority,expressed or implied,to create any such duty or obligation on behalf of the other party, L3 GPS ahall indemnify and save harmless Participant,its agents,oflicens and employees from responsibility or liability for damages,costa,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 misconduct of GPS.Its employees, or agents in the performance of services hereunder.This indemnification shall met extend to claims,demands,damages,coats,expenser (including attorney's fees omd defense costs), judgments or liabiKties restdfing from the sole or contributory negligence or willful misconduct of Participant. GPS AgreementNo.ST-PARTICIPARIAME,20YYlvLMDD Page 4 of 6 TGPS PA-GovernmenmL10!3NOffd) 2010:2012 Government Paymeta Service.Inc-(GOVERNMENTAIA20YYMMOD 8 4 EXCEPT AS STATED IN SECTION 8.3,GPS LIABILITY TO PARTICIPANT IS LDIlTED TOMAIGNGPADENTSTOPARTICIPANTINTHEAMOUNTSTIIATGPSHAS1NFOlofED PARTICIPANT HAVE REEN AUTHOREED.THE GOVPAYNET PAYNENT KITTWORK,ANY INCIDENTAL GOODS AND RELATED SERVICES ARE PROVIDED ON AN AS48,A& AVAILABLE BASIS.GPS MAKES3O WARRANTIES THAT GPS SERVICES WILL EE XRROR FREE OR UNINT.ERRUPTED AND DISCLAIMS ALL OTHER REFRESENTATIONS OR WARRANTIES,EXPRESS OR IMP11ED,INCLUDING WITHOUT LAIITATION ANY WARROTIEB REGARDING OUALITY.8UlT&BIRTY;MERCHANTABRdTY OR WITMS FOR A PARTICLTARPURPOSE.NEITHER PARTICIPANT NOR GPS SRALL BE IJABLE FOR LOST REVENUM,PROFITS,INTEREST,GOOD WILL,OR A.NY INDIRECT, 3NCIDENTAL,PUNITIVE,OR CONSEQUEiflIAL DAMAGES SUFFERED OR INCURREDBYTHEOTHERPARTYINCONNECTIONWITHORARISINGFROMSERVICES PERTORMED UNDER THIS AGREEMENT.ËARTICIPANTBEARS ALL RESPONSIBILITY FOR ADNENISTRATIVE AND OFFICIAL ACTIONS TAIGN BYX41tTICIPANT. 9.Publicity. GPS shan 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. .lik h_tellectual_Propegg Participant acimowledges and shall not challenge GPS'ownership of GPS copyrights,trademarks,service marks,trade names,pamats,patent applications,or other intellectual property ('OPS Intellectual Propeny"). Participant agrees that use of GPS Intellectual Property shall be in accordance with GPS instmetions and subject to the control,direction and approval of GPS,any rights arising out of such use shall innte solely to the benefit of GPS,and that Paticipant shail have no ownership or other interest in GPS Intellectual Property. 11.bliscellaneous Terms and Conditions. 11.1 Thit&PartyBenefleiaries,There are no third-party beneficiaries to this Agreement. 11.2 Assignment.This Agreement may not be assigned,in whole or la part,by either party hereto without prior written consent of the other party,which consent shall not be untensonably withheld. 1L.3 Force Majeure.Ëither party is excused from perfonnance and shall not be liable for any delay in perlormance or non-performance,in whole or in part,caused by the occurmace of any contingency beyond the control of the parties including,but not limited to,work stoppages,fires, civil disobedíence,riots,rebelliom,terrorism,loss of power or telecommunications,flood,storm, Acts of God and similar ocottnences, i L.4 Governing Law.Matters of contractual interpretationshail be governed by the internal laws of die State ofladiana.80 E 11.5 No Waiver.A waiver of any portion of thia Agreentent shall not be deemed a watver or tenanciation of other por dous. U.6 SurvivaL Rights and obligations under this Agreement which by their nature should survive will amain in effect after termination or expirationhereo£ GPS AgreementNo.ST-PARTECIPANTNAME,20YYMMDD Page 5 of 6 2010:2012 Governmem Payment Service,Inc.;GOVElLNMENTAL),20YYNLMDD H.7 Severnoility.In the event that any provision of this Agreement is adjudicated by any soort ofcompetentjurisdictionto'oe invalid,illegal,void,or unenforceable,au odier provisions of thisAgreementshallneverdielesstemaininfullfomeandoffeet. 11.8 Counterpatiss This Agreement may be executed simultaneously in multiple counterparts,each of which is deemed an originat but all of which taken together constitute one and the same instrument. IL9 Complete Agreement.This Agreement,together with ira attachments,18 the endre agreement between and expresses the complete understanding of the parties,superseding all prior agreements,with tegard to the subject matter herein and may not be altered,amended or modified except in a wdáng incorporated hereto,and signed by the pardes,provided,however,that GPS may revise the terms of thia Agreement if required to comply with card association mies,law ofregulationandGPSprovidesnoticetoParticipantofsuchchange.The following are attachmentsothisAgteement: Attachment A Attachment B L.Attachment C Attachment DO IN WITNESS WHEREOF,the parties hereto have executed this Agreement by their duly authorized representatives or agents as ofthe date written below. GOVERNMENTPAYMENT SERVICE,INC.("Partielpant") Signature Signature Name:Mark E.MacKenzie Title:Chief Executive Officer Date:Date: VPAYNET The Simple Way To Pay GPS AgreementNo.STAPARTICIPANTMAME,20YYNJMDD Paae 5 of 6 (GPS PA-(lowemental Ri/JNOV26) MülJ.201'l Goverament Paymeat Serkte too.FLLAgency Name,PERTTC17A00.lf.DATE A'ÌTAUIGdDIT W -8.11RVIN GPB Agrantaant Noa ST-AGRICYN Ú PARTICIPAGMT,DAT14 Pandpani Ano 9199894 the flowing sydoxe la swordaAct th the tema of wordoen in jha Agreenténti GovkayÉoehadd layÑet Gaugvipr Govfaylici feinnút Gothyt'ist fa/JGalÊ enoni $wvlo:Terme ' en döda met be completed oy: ardeigunta bellistf erth odlee tket t a nny Alcachwed Jo \ble Jarie,19894 jàay at .•t Telephätig scopealog a Omtoper Bedler my ttime.(i).Amospaddhlent Aepmentative ("¢383,ladudlag bilfugaf of pyyntitúa akkia sope"of Og ,if (Edglish and Spaalsk)CSRa,at gotted by a i - .servine feeg (11)taineel'theyonepiþig GPS Tangage ifne for addBlonal transladon of any tye (in)nedhy the options aview. sofooted above,Uta teocuat(s)to efilah .; .OFSahall dheet ,, Patigípnitt:or (9)‡d4 Way Traitsaattog other mdbod af.trimaantion Aptiald fielà ign¢t's tige Waxy Ota agr yteen tu ude :survinaapisiservt Gid providön to and espipant by speogik)g all qü shimgesto GPS Padlo§ànt14edtig3R supþ4d:ahall hei aptily, la wdths (fut letter,emell,ar.ikealmile).Any agen .enangen will be älbjeet to GPS alfåeú¾eio and fus will thews afeatronicagy >Parlip1penV.9 condemados la yr.iting ad,w01 requin reasonúblo doignged Woonnt(s)the limd4 ibt di oppioved leidtimerotmplantent;traneandbua within two budwa des afte traWaadoit anderization,or 901 temit intds by ollegt.lf?gdóttient ed rettuvata th wr hag. termbialloa af services *tth rugent to ABÍltated Age.uplos aban be tra notúptiance widt the hús and Gov2xyNetcomet regulations applicabla ta Partidput'a otgaafastion. Gov.Pagint Canbeat tuáludes the anma aavlees na Govfa,ymet.Bas.lu Gavrasj¾et tutilo,1st provided in sa integated.utodo, For Perdolþatta that salent GovvayNet CotmeoA GPS Gov?ayNet Baale is geeigned to be available 24 estabilahen an eineronio data Intudkon whhhoursàdayItþty:I A woek,345 days a year.GPS Portfolpunfs Inteend accounting,nauhleting,and othat .will provide fattielpant with access,at Partialpant's tannaµttrentsypterste totahangesnetypted data The «pden,to 'TrovlewED,'a secure webdte foi uttoffhoe la bageti ett sþocifloatlang Filitleigatthod OP3 tranteetion adininistrallon and mvi.eW,toport mitmally develop.A Padioipant natug GesikayNel garteratious and analyda.For Ball Tranenetin e Comtect may canelve lufonaallon (kom cardholdera that GPS wul make atallable i bnB aummary rapport to la subjett to hyment Card Industiÿ Data SecurityhtdelpunteachdaylbtalltrannotionsonmpletedStanduttia("201 0886),GPS ACCEPTS WO the þrsvious day,For No.a Baß Traueñattuna,GPS MSPON8tBRITY FOR RCU,RitY OR 701 DSB vill!.mica ivallablã e resonallfattaa report to .COMPIlmba WFra IMF8er Tú DMDROIJSäOnettelpanteachdayAb?all trtmenotleta completed IWOPMATION TElAT USIDES ON BWl'BISWpreviousday.This repon wul:alas include any (7tBERTHat790W,CONTROGIIDBY GIS..open trañauc.fons not geviently appioved. GPS Agegensenã Flo.Si,AGENCYN.AMERARTietPAubrt',QATS Page t ot's ****-""'""*RECEIVED JUL 2 1 2016 KITTITAS COUNTY SHERIFF ACCOUNTING 2013,20:2 Government Paymerit Service;Ïno-ST-Ageticy Name,PARTICIPAGMT;DATE GovPayNec GMwrpe Participaat's vomputers and networks.Participaans responsible to use standard safeguarda and practicesGovSwipemaybeusedforallpaymenttypes.GPS to keep its computers and networks secure and freewillprovideParticipantwithcardreadersandfrommalicioussot3wareorhardware.GPS shall notperipheralequipment(cabios,etc.),which are and be held liable to Participant for exposure ofwillremainthepropertyofGPS,et GPS's expense.Particinant's contputers or networks to malicious Pa ticipant understands that GPS card readora are soûware or hardware of any kínd,embedded with proprietary technology ("Firmwate¶.OPS grants Participant a license to use such card readers and Firmware tbr the duration GovrayNetßallCaß of the Agreement. Bai/Caß may be used for cash hail and related Participant's use of card readers and Firmware shall transactions only.GPS will provide Patticipant with be limited to the purposes of this Agreement.well-mounted *courtesy telephones"at GPS's Accepumce and use of card readers does not convey expeme.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 tim,GPS.All telephones will ring directly into the GPS GPS or its suppliers retain all rights to the Firmware,call conter when the handset is lifted. including but not limited to updates,enhancements, and additions.Participant shall aot attempt to access Pardeipant shall be solely responsible for the or disclose the Firmware to any party,or trank,instaBation or removal of telephones in Participant's copy,license,sublicense,inodify,translate,reverse premises,consistent with GPS instructions and using engiacer,decompile,dianesemble,tamper with,or qualified technielans,and at Participant'a otpense. creataany derivative work based on the Firmware.Pardelpant will use reasonable care to protect telephones from loss,theff,damage or any legal Participant will use reasonable care to protect card encumbrance, readers from loss,theft,damage or any legal encumbrance.GPS shall provide card readers and GPS dall provide telephones and installation inskuetions installation instructions at service implementation at service implementation and when providing any and when providing any reolacement or additional coolacement or additional telephonca by shipment,at card readers,by shipment to a location Participant GPS's apense,to a location Padicipant designales.If designates.Or,at GPS's option Paticipant wil Participam elects to tenninate BailCall or upon allow GPS and its designated representatives termination of the Agreement,GPS will require reasonable access to Pardelpant's premises for Participant to retum telephones to GPS,at GPS's expense training purposes and device installation,repair,ard god &as GPS peed removal,modification,upgrades,and relocation. GPS is solely responsible for the maintenance of any Participant may increase or decrease the number of card readers and shall supply Participant with telephones deployed upoa request in writing to and replacement card readerson Participant's request and accepted In wdting by GPS.GPS shau communicate as GP3 deems appropriate.Upon termination of this any abipping,ud handling pocedurea und cola to Agreement,GPS may require hrticipant to retura Participant prior to taking anytequested action card renders to GPS,at GPS*s expense and by such method as GPS specifies. Partiotpunt may increase or decrease the number of eard readers deployed upon request in wdting to and accepted in wridag by GPS.GPS shall communicate ary shipping and handling procedures and costs to Participant prior to taking any requested action. Card readers are tiesigned to communicate cardholder data to GPS through Partîcipant's computing equipment to which they are cable-attached via USE The Simale Way To Pay port.Internet access to GPS is required for transaction processing and is enabled solely by GPS Agreement No.ST-AGENCYNA&fE-PARTICT?AGMT,DATE Page 2 of 2 GPS Master Seriaes Attacherul11CIPAdhfT,d.L 20128em24 I