HomeMy WebLinkAboutPSA AllpaidPROFESSIONAL SERVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter,,the County,,)and Allpaid, lnc. (hereinafter "Contracto/'). The County ano Coniractor ag; as follows:
General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation);
Exhibit C (proof of lnsurance).
copies of which are attached hereto and incorporated herein by this reference as fully as ifset forth herein.
The term of this Agreement shall commence on the date of the last signature belowand continue until Qecemberil,?022.. . The partiea ;t;";;'ihis Agreementannually upon mutual agreement in wnting. Any party may terminate this Agreement bygiving thirty (30) days' notice in writing eithe-r personally delivered or maieJ postage-prepaidby certified mail, return.receipt reque-ted, to ine parry'; last known address for the purposesof giving notice under this paragraph.
Contractor acknowledges and by signing this Agreement agrees that thelndemnification provisions set forth in Pariogpi. 7 flnJ"p"ntent contraito4, s (Taxes),15 (Defense and lndemnity Agreement),'21 leatenuCbpyright irfri;ffi"nt) and 24(Confidentiality), are _totally and fully part of this Agreement and have been mutuallynegotiated by the parties.
Professiongl Services Agreement (rev. O9t24t2O1g)
Page 1 ol 17
N TNES S WHEREOF, the parties have executed this Agreement this
2021.
ALLPAID, INC.COUNTY OF KITTIT
BOA OF COU coM$FfioNERS
(LWa^y or
rg nature of Sign
(Date 'lto-7
Print Name of Sig
m rman
CZ,Vice-Chairman
ABSENT
Cory Wright, Commissioner
COUNTY OF KITTITAS
SHERIFF'S OFFICE
NTYU60
itt
illIlttll\\\
m lT
of
Douglas R.itchell,
Deputy Attorney
Gounty's Address:
205 West Sth Avenue, Suite 108
Ellensburg, WA 98926
- Julie Kjorsvik
Clerk of the Board - Mandy Buchholz
AS TO FORM
zzQTv
Gontractor Address
13loI
Jn d, a_na-p0t;S/t)
Vt" a
P rofessional Services Ag reem ent (r ev. 09 124 120 1 8)
Page 2 of 17
GENERAL CONDITIONS
1. Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials set forth in the project
narrative identified in Exhibit'A" during the Agreement period. No material, labor, or facilities
will be furnished by the County, unless othen^/ise 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. Allwork 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.Defin itions:
4.1 "Additional lnsureds" 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. Accountino and Pavm for Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set forth
in Exhibit "B". Where Exhibit "B" requires payments by the County, payment shall be based
upon billings, supported unless otherwise provided in Exhibit "B", by documentation of units
of work actually performed and amounts earned, including where appropriate, the actual
number of days worked each month, total number of hours for the month, and the total dollar
payment requested. Unless specifically stated in Exhibit "B" or approved in writing in
advance by the Kittitas County Board of Commissioners, the County will not 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 seryice pursuant to the fee schedule set forth in Exhibit "8".
Professional Services Ag ree ment (r ev. 09 124 120 1 8)
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6. Assiqnment and Subcontractinq:
No portion of this Agreement may be assigned or subcontracted to any other individual, firm
or entity without the express and prior written approval of the County.
7. lndependent Contractor:
The Contractor's services shall be furnished by the Contractor as an independent Contractor
and nothing herein contained shall be construed to create a relationship of employer-
employee or master-servant, but all payments made hereunder and all services performed
shall be made and performed pursuant to this Agreement by the Contractor as an
independent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified
in Exhibit "8" and the Contractor is not entitled to any County benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance
benefits, or any other rights or privileges afforded to Kittitas County employees.
Contractor will defend, indemniff and hold harmless the County, its Additional lnsureds,
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 Emplovment:
The performance of all or part of this Agreement by the Contractor shall not operate to vest
any employment rights whatsoever and shall not be deemed to guarantee any employment
of the Contractor or any employee of the Contractor or any sub-Contractor or any employee
of any sub-Contractor by the County at the present time or in the future.
9. Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal or
State income taxes. Where required by State or Federal law, the Contractor authorizes the
County to make withholding for any taxes other than income taxes (i.e. Medicare). All
compensation received by the Contractor will be reported to the Internal Revenue Service
at the end of the calendar year in accordance with the applicable IRS regulations. lt 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 indemniff
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.
P rofession al Services Ag reement (r ev. 09 I 24 1201 8)
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10. Requlations and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States of
America, and State of Washington, and political subdivisions of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11. Riqht to Review:
This contract is subject to review by any Federal or State auditor. The County or its designee
shall have the right to review and monitor the financial and service components oi 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 deeml
pertinent to the Agreement and its performance, and any and all communicationi 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 lf 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.
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.
lf any change results in a decrease in the Work performed, Contractor shall
be entitled to compensation associated with changing the work, such as
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12.5
revising design already completed, revising calculations already performed,
and revising documents.
13. Termination for Default:
lf the Contractor defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is declared bankrupt or commits any aciof bankruptcy oi 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, termlnate-theAgreemenl, and atthe County's option, obtain performance of the work elsewhere. lf th; Agreement is
terminated for default, the Contractor shall not be entitled to receive any furthJr 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 expensei 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.
lf 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 strall Ue tne
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 actualwork performed at unit contraciprices for completed
items of work. ln 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 partiatly completed items of work will be
made, but such adjustment shall not include provision for loss ofanticipated 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 oi contract Oy tne
County.
15. Defense & lndemnifu Aqreement:
lhg _Contractor agrees to and shall defend, indemniff and hold harmless the County, its
Additional Insureds, appointed and elective officers, agents and employees, from-and
against all loss or expense, including but not limited to judgments, setflements, attorney's
fees and costs by reason of any and all claims and demands upon the County, its Additional
lnsureds, its elected or appointed officials, agents, or employees for damages because ofpersonal or bodily injury, including death at any time resulting therefrom, sustained by anyperson or persons and on account of damage to property including loss of use thereoi,
whether such injury to persons or damage to property ii due to the negligence of the
Professional Services Ag ree ment (r ev. Og 124 t20 1 g)
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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 iounty,
its Additional lnsureds, appointed or elected officials, agents, or employees. lt 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 lnsurance Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional Insureds, officers, agents and employees, the ContractorLxpressly waives its
immunity under Title 51 of the Revised Code of Washington, the lndustiial lnsurance Act,
for injuries to its employees and agrees that the obligations to indemnifiT, 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:
ln the event that any litigation should arise concerning the construction or interpretation of
any of the terms of this Agreement, the venue of such action of litigation shall be in the
Superior Court of the State of Washington in and for the County of Kittitas. This Agreement
shall be governed by the law of the State of Washington.
18. Withholdinq Pavment:
ln 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 Agreemeni, 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 othenruise adjudicated.
19. Future Non-Allocation of Funds:
lf sufficient funds are not appropriated or allocated for payment under this Agreement for
any future fiscal period, the Coun$ 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.
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 Washington, and has all requisite corporaie
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.
Profession al Services Ag reement (r ev. 09 I 24 l2O1 d)
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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.
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.
The contractor is not in violation of any appricable 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.
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 materiaffact or omits or
will omit to state a material fact necessary to make the statements of fact
contained therein not misleading.
20.4
20.5
21 . PatenUCopvriqht lnfrinqement:
Contractor will defend and indemniff 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 thosecosts 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 folldruing:21.1 Contractor shall be notified promptly in writing by County of any notice oisuch
claim.
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
20.6
General
Differences between the contractor and the county, arising under and by
virtue of the Agreement Documents shall be brought to thelttention of the
County at the earliest possible time in order that such matters may be setfled
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.
Professional Services Agreement (rev. Ogl24l2O1g)
Page 8 of 17
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 toact by the County, or (2) the happening of any event'or ociurrence, 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 tothe 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 additionaltime 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. Ownership of ltems Produced:
All writings, programs, data, public records or other materials prepared by the Contractorand/or its consultants or sub-Contractors, in connection with pe*ormanc" oithir Agreement
shall be the sole and absolute property of the County.
24. Confidentialitv:
The Contractor, its employees, sub-Contractors, and their employees shall maintain theconfidentiality of all information provided by the County or acquired by the Contractor inperformance of this Agreement, except upon the prior written consent of tfre Kittitas CountyProsecuting Attorney or an order entered by a court after having acquired jurisdiction overthe County. Contractor shall immediately give to the County notice of any judicial
proceedings seeking disclosure of such information. Contractor lhall indemnifiT anO noUharmless the County, its Additional Insureds, officials, agents or employees from all loss orexpense, including, but not limited to settlements, judgments, setoiTs, attorneys' fees andgosts resulting from Contractor's breach of this provision.
To the extent that any information obtained by the Contractor is required to be shared withor provided to others by the terms of the Statement of the Work, this provision is notbreached by such acts.
25. Notice:
Profess ional Services Ag reement (r ev. 09 124 120 1 g)
Page 9 of 17
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 headof the department for whom services are rendered, and to the kttitar County
Commissioners, 205 W sth Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractorfor all purposes under this Agreement shall be given to the address reflected on thesignature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class,postage prepaid.
26. Severabilitv:
lf any term or condition of this Agreement or the application thereof to any person(s) orcircumstances is held invalid, such invalidity shall not affect other terms, conditions orapplications 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.
27.
27.2
The County's failure or delay to insist upon strict performance of any of theprovisions 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 remediei in tfrat
or any other instance; rather the same shall be and remain in full force and
effect.
This Agreement embodies the entire Agreement between the County and
contractor, and supersedes any and all prior agreements, regarding thework. No change, amendment or modification of any provisi6ns oi Lis
Agreement shall be valid unless set forth in a written instrument signed by theparty to be bound thereby.
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 inis Agre6ment,
by any of Contractor's Support or by law.
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.
28. Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiver of anyprior or subsequent breach. No terms or conditions of this Agreement shall be held to bewaived, modified or deleted except by an instrument, in writing, signed by the parties hereto.29. Survival:
The provisions of paragraphs 7, g, 1 1, 13, 14, 1s, 16, 17, 1 g, 1 g, 20, 21, 22, 23, 24, 2g, 30,
31, and 32 shall survive, notwithstanding the termination or invalidity of tfri. Agreement for
any reason.
M neous
27.1
27.3
27.4
Profess ional Services Ag reem ent (r ev. Og t 24 120 1 g)
Page 10 of 17
30. Nondiscrimination:
30.1 The County is an equal opportunity employer.
30.2 Nondiscrimination in Emplovment
In the performance of this Agreement, the Contractor will not
discriminate against any employee or applicant for employment on thegrounds of race, creed, color, national origin, sex, seiual orientation,maritalstatus, age or the presence of any sensory, mental orphysical handicap; provided that the prohibition agiinst discriminationin employment because of handicap shall not ap[[ if the particular
disability prevents the proper performance of the'particularworker
involved. The Contractor shallensure 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,
mentalor physical handicap. Such action shall include, but not belimited to: employment, upgrading, demotion or transfers, recruitment orrecruitment advertising, layoff or termination, rates of pay or otherforms of compensation, and programs for training including
apprenticeships. The Contractor shall take such action with respect tothis Agreement as may be required to ensure full compliance withlocal, state and federal laws prohibiting discrimination in employment.
30.3 Nondiscrimination inServices
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, maritalstatus, age orthe presence of any sensory, mental or physicar handicap.
30.4 lf any assignment and/or subcontracting has been authorized by the
County, said assignment or subcontract shall include appropriate
safeguards against discrimination. The Contractor shall iake suchaction as may be required to ensure fult compliance with theprovisions in the immediately preceding paragraphs herein.
31. Prevailinq Waqe:
Contractor shall pay,the prevailing rate of wages to all workers, laborers, or mechanics
employed jn the performance of any part of the Work in accordance wiilr RCW 39.12and the rules and regulations of the Department of Labor and lndustries. The scheduleof prevailing wages rates for the locality or localities of the Work is determined by the
P rofessional Services Ag reem ent (rev. 0g 124 1201 g)
Page11of17
lndustrial Statistician of the Department of Labor and lndustries. lt is the Contractor's
responsibility to verifi7 the applicable prevailing wage rate. lt 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 lndustries. 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.
32. Debarment Certification :
The Contractor certifies that it:
32.1 ls not presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from covered transactions by any Federal
department or agency.
32.2 Has not within a three-year period preceding the execution of this contract
with Kittitas County, been convicted of or had a civiljudgment 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.
32.3 ls 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.32.4 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 (rev. 0g 124 1201 B)
Page 12 of 17
EXHIBIT "A''
SCOPE OF WORK
ln addition to providing all material and labor, the contractor shall:
' The Contractor's obligations are as stated in the Participation Agreement
Professional Services Ag reement (rev. O9 t24 t21ft)
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EXHIBIT ''B''
COMPENSATION
As stated in the Participation Agreement.a
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EXH rcrr
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of theWork such insurance as will protect Contractor, its Support and thJAdditional lnsuredsfrom all claims, losses, harm, costs, liabilities, damages and expenses arising out ofpersonal injury (including death) or property damage thit may r"rrit from performance ofthe work or this Agreement, whether suc-h perfoimance is by Contractor or any of itsSupport.
All insurance shall be issued by companies admitted to do business in the State ofWashington and have a rating of A-, Class Vll or better in the most recenly published
edition of Best's Reports unless othenarise approved by the County. lf an insurer is notadmitted, all insurance_policies and proceduies for issuing the insurance policies mustcomply with Chapter 48.15 RCW and 2g4-1S WAC.
The Contractor shall provide proof of insurance for:
X
Coverage limits not less than:. $5,000,000 per occurrence. $1,000,000 per occurrence liquor liability. $1,000,000 products & completed operations aggregate. $1,000,000 personal and advertising injury, each offense. Certificate Holder - Kittitas County. The certificate must name the county as additional insured
' Sixty (60) days written notice to the County of cancellation of the insurancepolicy
f (if ANy use of vehicle in performance)
Automobile Liability for owned, non-owned, hired, and leased vehicles (MCs go
endorsement and a CA 9946 endorsement muist be altached if 'poltutants' "ri to b"transpofted). Coverage limits not less than:. $1,000,000 combined single limit
' Thirty (30) days written notice to the county of cancellation
of the insurance policy.
I Workers' Compensation
Additional Be
Professjon a! Services Ag reem ent (r ev. 09 t24 t20 1 g)
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Workers'Compensation in amounts required by law
Stop Gap/Emplovers Liability
Coverage limits not less than:. $1,000,000 each accident. $1,000,000 disease - policy limit. $1,000,000 disease - each employee
' Thirty (30) days written notice to the county of cancellation
of the insurance policy.
Professional Liability
The Contractor and/or its Subcontractor and/or its consultant providingprofessional services shall provide evidence of Professional Liability lnsurance
covering professionalerrors and omissions. Such policy must provide t-he followingminimum limits:. $1,000,000 per claim. $2,000,000 annual aggregate
' lf insurance is on a claims-made form, its retroactive date, and that of allsubsequent renewals, shall be no later than the effective date of thisAgreement.
E Pollution Liability
The Contractor shall provide a Pollution Liability policy, providing coverage forclaims involving bodily injury, progerty damage (including loss of ise of taigibleproperty that has not been physically injured), cleanup cosls, remediation, disp-osalor other handling of pollutants, including costs and expenses incurred in theinvestigation, defense, or setflement of cliims arising out of:. Contractor's operations related to this project; and/or
' Remediation, abatement, repair, maintenance or other work with lead-basedpaint or materials containing asbestos; and/or
' Transportation of hazardous materials away from any site related to this project
Such Pollution Liability policy shall provide the following minimum coverage:I $ per claimr $ annual aggregate
J Propertv Damaqe
The Contractor shall provide a policy that covers damage to Kittitas Countyfacilities, including buildings, equipment, grounds, etc. Suci policy shall provide
the following minimum coverage:o $ per occurrence
! Umbrella Coveraqe
Professional Services Ag ree m ent (r ev. 0g I 24 t20 1 g)
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Umbrella policies shall provide coverage at least as broad as specified for
underlying coverages (CGL, Auto, Employer's Liability) and cover those insured inthe underlying policies, including additional insured.o Amount required for this Agreement: g
Contractor shall furnish the County a Certificate of lnsurance to include the policy
Endorsements/Exclusions as evidence that policies providing insurance required by thisAgreement are in full force and effect. Contractor hereby wliuer all rights of recourse,including any right to which another may be subrogated, against t<ittitas County foipersonal injury, including death, and property damagi. Contractor's insurance po[icies
required above shall be primary insurance and shall be non-contributing with anyother insurance maintained by Kittitas County.
The Contractor shall assume full responsibility for all loss or damage from any causewhatsoever to any tools, Contractor's employee-owned tools, machiiery, equipment, ormotor vehicles owned or rented by the Contractor, or the Contractor'* ag"nis,'suppliersor contractors as well as to any temporary structures, scaffolding and pro'tective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage andlimits required are obtained by subcontractors.
NOTE: No contract shall form until and unless a copy of the Certificate oflnsurance with Endorsements/Exclusions, properly completed and in the amountrequired, is attached hereto.
Failure of the Contractor to fully comply with the above insurance requirements duringthe.term of the Agreement shall be considered a material breach of contract and causefor immediate termination of the Agreement at the County's discretion. Alternatively, theCounty may procure and maintain, at the Contractor's soie expense, insurance to theextent deemed proper up to the amount of the required coverage(s). The County mayoffset the cost of such insurance against paymeni due to the Coniractor under thisAgreement.
Profession al Services Ag reement (r ev. 09 t 24 t20 1 g)
Page 17 of 17
EXHIBIT A
PARTICIPATION AGREEMENT
AllPaid, Inc. ("AllPaid")
7820 Innovation Boulevard, Suite 250
Indianapolis, Indiana 4627 I
Phone: (866) 564-0169
Facsimile: (888) 665-4755
Email: accountservices@allpaid.com
[ENTITYNAME]
IADDRESSI
IADDRESSI
ICITY STZIP]
1. Services; Agency Appointment and Effect. The
above-named entity ('Participant',) and Allpaid agree
that AllPaid is to act as Participant's agent for the
limited purpose of receiving payments from payers on
Participant's behalf and Participant expressly
authorizes AllPaid to act as its agent for the receipt of
Payer funds. Payment from the Payer to Allpaid by use
of AllPaid's payment processing services shall be
considered payment to Participant, extinguishing the
Payer's payment obligation to participant (in the
amount paid by the Payer) as if the payer had paid
Participant directly, subject to any right participant hasto reject such transaction. Allpaid, and not the
individual Payer, is solely liable to participant for
Payer funds if AllPaid fails to remit funds to
Participant from Payers using Allpaid's services and
AllPaid accepts such appointment subject to any
conditions and limitations in this participation
Agreement and any attachments hereto (,,Agreement").
AllPaid shall provide Participant with haining,
documentation, and electronic and telephonic support at
AllPaid's expense. AllPaid shall cause funds to be
forwarded electronically to such account as participant
designates within two banking days after transaction
authorization. AllPaid shall provide participant with
participation procedures that Participant must follow
in using AllPaid's payment services.
2. Fees. AllPaid shall collect the Service Fees shownin Attachment "A" based on type of payment
processed from the Payer or from participant, as
Participant specifies to Allpaid, on behalf of
Participant, retaining such Service Fees as its sole
compensation. Participant may select any or all of the
payment types available as follows:
For cash baiVbond payments, ..Service F,ee
Schedule for Bail Pa;rments" applies.
For criminal justice-related payments, such as
fees for probation management, electronic
monitoring, work release, restifution, or other
payments associated with reducing or avoiding a
term of incarceration, ,,Seryice Fee Schedule for
Criminal Justice-Related Payments" applies.
. For payment of civil fines or fees, ..Service f,'ee
Schedule for Civil Fines and pa5rments,'
applies.
AllPaid will apply its then-cunent Service Fee to the
payment types Participant has selected for processing
under this Agreement. AllPaid may modifr any or all
Service Fees at its sole option, providing participant
with 30 days' advance written notice. ALL SERVICE
FEES ARE NON-REF'UNDABLE. AllPaid reserves
the right to charge Participant for services or
equipment beyond the scope of this Agreement, suchas custom software development, non-Allpaid
standard peripheral devices, and other services and
support as the parties may agree upon.
3. Disputes and Chargebacks. Allpaid shall be
responsible for handling all transaction disputes
associated with Payers' use of cards to make payments
to Participant through AllPaid. Further, Allpaid shall
be responsible for all chargebacks initiated not more
than 180 days after the transaction. If Allpaid
determines that a chargeback may be inappropriate,
AllPaid expects Participant to provide reasonable
assistance in any challenge AllPaid makes to the
chargeback. AllPaid reseryes the right to adjust
service and security levels as Allpaid reasonably
deems necessary to maintain payment security and
integrity.
4. Warranties. Each party warrants that this
Agreement is valid, binding, and enforceable against
such party in accordance with its terms and that each
party has fulI power and authority to execute and
deliver this Agreement and to perform its obligations
hereunder. AllPaid further warrants that during the
performance of this Agreement, Allpaid (i) shall
provide services in a non-discriminatory manner and
a
a
AllPaid Agree. No. XXXX ST-Name of Entity, 2OYYI\4ONDD
(AllPaid_PAFom_rev20 2 0MARI 5 - GENEML)Page I of5
shall not deny services or employment on the basis of
race, creed, color, national origin, sex, age, disability,
sexual orientation, military status, marital status, or any
other legally protected class; (ii) will comply with all
applicable laws and regulations and the rules and
procedures applicable to the credit and debit card
brands it accepts andprocesses; and (iii) in accordancewith then-current PCI DSS requirements, will
maintain proper security and responsibility for payer
data while it is in AllPaid's possession, all at Allpaid's
sol€ cost. Participant further warrants that
Participant's decisions and instructions to Allpaid
with respect to Payer responsibility for payment of all
or any part of the Service Fee shall conform with
applicable law.
5. Indemnification and Disclaimers. Allpaid shall
indemnifu and save harmless participant, its agents,
officers, and employees from responsibility or liability
for all damages, costs, expenses, (including reasonable
attorney fees and defense costs) relating to death or
bodily injury or damages to physical property directly
resulting from AllPaid's performance under thisAgreement. ALLPAID ACCEPTS NO
RESPONSIBILITY F'OR SECURITY OF PAYER
DATA ON SYSTEMS OTI{ER TIIAN THOSE
CONTROLLED BY ALLPAID. ALLPAID
LIABILITY WTIII RESPECT TO PAYMENTS
PROCESSED IIEREIJNDER IS LIMITED TOMAKING PAYMENTS IN TIIE AMOTINTS
AU'IHORIZED. ALLPAID IS NOT A SURETY
AND PROCESSING A PAYMENT THROUGH
ALLPAID DOES NOT GUARANTEE ANY
PARTICULAR OUTCOME INCLUDING, BUT
NOT LIMITED TO, A DEF'ENDANT'S COURT
APPEARANCE OR X'ULL SATISF'ACTION OF'
A F'INANCIAL OBLIGATION. OTIMR TIIAN
WARRANIMS EXPLICITLY MADE IN THIS
AGREEMENT, ALLPAID DISCLAIMS ALL
WARRANTIES OR REPRESENTATIONS OF
AIYY KII\D, E)(PRESS OR IMPLIED. NEITIMR
PARTY SHALL BE LIABLE F'OR INCIDENTAL,
INDTRJCT, pftNTrTyE, OR CONSEQUENTIAL
DAMAGES EVEN IT' ADVISED OF' TIMPOSSIBILITY OF' SUCH DAMAGES.
PARTICIPAIIT BEARS RESPONSIBILITY FOR
ANY ADMIIVSTRATIVE ACTIONS IT MAYTAKE IN CONNECTION WTIII SERVICES
PROVIDED T]NDER TIIIS AGREEMENT.
employer and employee between the parties or to
provide either party with the right, power, or authority,
expressed or implied, to create any such duty or
obligation on behalf of the other party.
7. Taxes. AllPaid shall be responsible forthe payment
of all taxes legally imposed upon its services.
8. Notices. All legal notices permitted or required by
this Agreement shall be in writing and given to the
respective parties in person, by first class mail, by
recognized private courier, or by facsimile (with a hard
copy following) directed to the address first stated in
this Agreement or to such other person or place that
the parties may from time to time designate (if to
AllPaid, note "Attention: Account Services"). Notices
and consents under this section shall be deemed to be
received, if sent by mail or courier, five days following
their deposit in the U,S. Mail or with such courier or,
if sent by facsimile, when such facsimile is transmitted
to the number the intended recipient provides and
sender receives a confirmation that such facsimile was
transmitted.
9. SERVICE CHANGES: Participant is responsible
for advising AllPaid as to the types of payments
AllPaid is authorized to accept on participant's behalf
(per the fees and conditions in Attachment,,A,,) and
the type of service and equipment modes that will
apply to each payment type. Participant may at any
time (i) authorize AllPaid to accept additional types of
payments, (ii) cancel the processing th.rough Allpaid
of any types of payments, (iii) modi$, the service or
equipment modes (from among Internet, telephone,
Internet and telephone, Govgwipe@, etc.), (iv) modify
the account(s) to which AllPaid shall direct payments
to Participant, or (v) add other agencies, departments
or sub-agencies ("Affiliated Agencies") to, or delete
Affiliated Agencies from Participant,s use of any
AllPaid services and equipment by specifuing all such
changes to AllPaid in writing. Any such changes will
be subject to AllPaid acknowledgment and acceptance
in writing and any verification process Allpaid may
require. For purposes of this subsection only, ,,in
writing" shall mean via letter, facsimile, or email (if to
AllPaid, to accountservices@allpaid.com). Allpaid
reserves the right to adjust service and security levels
as AllPaid reasonably deems necessary to maintain
payment security and integrity.
10. Gov$wipe. AllPaid will provide participants that
selecl Gov$wipe with card readers and peripheral
equipment (cables, etc.), which are and will remain the
property of AllPaid. Participant understands that
AllPaid card readers are embedded with proprietary
technology ("Firmware"). AllPaid grants participant
6. Independent Contractor. Allpaid shall provide all
services to Participant as an independent contractor.
Other than the limited agency of Allpaid to accept
payments for Participant, nothing contained herein
shall be deemed to create any association, partnership,
joint venture, or relationship of master and servant or
AllPaid Agree. No. XX)O( ST-Name of Entity, 20yyl4ONDD
(AllP aid_PAFo m_rev21 21MAR( S - GENEML)Page 2 of 5
a license to use such card readers and Firmware for the
duration of the Agreement. participant's use of card
readers and Firmware shall be limited to the purposes
of this Agreement. Acceptance and use of card
readers does not convey to Participant any title, patent,
copyright, or other proprietary right in or to the
Firmware. At all times, Allpaid or its suppliers retain
all rights to the Firmware, including but not limited to
updates, enhancements, and additions. participant
shall not attempt to access or disclose the Firmware to
any party, or transfer, copy, Iicense, sub-license,
modiSr, translate, reverse engineer, decompile,
disassemble, tamper with, or create any derivative
work based on Firmware.
Participant will use reasonable care to protect card
readers from loss, theft, damage or any legal
encumbrance. AllPaid shall provide card readers and
installation instructions at service implementation and
when providing any replacement or additional card
readers by shipment to a location participant
designates or, at AllPaid's option, participant will
allow AllPaid and its designated representatives
reasonable access to Participant's premises for
training pu{poses and device installation, repair,
removal, modification, upgrades, and relocation.
Card readers for use with Gov$wipe are designed to
communicate Payer data to Allpaid through
Participant's computing equipment to which they are
cable-attached via USB port. Internet access to
AllPaid is required for transaction processing via
GovSwipe and is enabled solely by participant's
computers and networks. Participant is responsible to
use standard safeguards and practices to keep its
computers and networks secure and fiee from
malicious software or hardware. AIIpaid shall not be
held liable to Participant for exposure ofparticipant,s
computers or networks to malicious software or
hardware of any kind. AllPaid is solely responsible for
the maintenance ofany card readers and shall supply
Participant with replacement card readers on
Participant's request and as Allpaid deems
appropriate. Upon termination of the Agreement,
AllPaid may require Participant to return card readers
at AllPaid's expense and by such method as Allpaid
specifies.
11. Miscellaneous. There are no third-party
beneficiaries to this Agreement. This Agreemenfmay
not be assigned, in whole or in part, by either party
hereto without prior written consent of the other party,
which consent shall not be unreasonably withheld.
Either party is excused from performance and shall not
be liable for any delay in performance or non-
performance, in whole or in part, caused by the
occurrence ofany contingency beyond the control of
the non-performing party including, but not limited to,work stoppages, fires, civil disobedience, riots,
rebellions, terrorism, loss of power or
telecommunications, flood, storm, Acts of God, and
similar occurrences. This Agreement shall be
governed by the intemal laws of the state in which
Participant is located. Litigation regarding this
Agreement shall be filed in state or federal courts of
appropriate jurisdiction in or near the county in which
Participant is located. Any waiver must in in writing
and signed by the party to be charged and a waiver of
any portion of this Agreement shall not be deemed a
waiver or renunciation of other portions. Rights and
obligations under this Agreement which by their
nature should survive will remain in effect after
termination or expiration hereof. In the event that any
provision of this Agreement is adjudicated by any
court of competent jurisdiction to be invalid, illegal,
void, or unenforceable, all other provisions of this
Agreement shall remain in full force and effect.
12. Completeness. This Agreement including its
authorized attachment(s) is the entire agreement
between the parties and expresses the complete
understanding ofthe parties, superseding all prior or
contemporaneous agreements with regard to the
subject matter herein. This Agreement may not be
altered, amended or modified except in a writing
incorporated hereto and signed by the parties,
provided, however, that AllPaid may revise the terms
of this Agreement if required to comply with law,
regulation, or card industry rules and Allpaid provides
prompt notice to Participant of such change(s) and
may modi$ fees per Section 3.
IREMAINDER OF PAGE INTENTIONALLY
BLANKI
AllPaid Agree. No. XXXX ST-Name of Entity, 2OYYMONDD
(AllP aid_PAFom*rev2 0 2 \MARI 5 - GENERAL)Page 3 of5
13. Execution. This Agreement may be executed
simultaneously in multiple counterparts, each ofwhich
is deemed an original, but all of which taken together
constitute one and the same instrument. All signed fax
IPARTTCTPANTI
By:
Title:
Date:
AF
or electronically imaged counterparts to this
Agreement shall be deemed as valid as originals.
ALLPAID,INC.
Title:
Date:
By:
Pl- !e"Itt
qllfsid
AllPaid Agree. No. XXXX ST-Name of Entiry, 2OYfi\4ONDD
(AllPaid_PAFom rev2020MARI 5 - GENEML)Page 4 of5
EXHIBIT B
ATTACHMENT 6',{' - SERVICE FEES
service Fees may be the responsibility of Payer, Participant, or shared by Payer and participant. Unless participant advisesAllPaid otherwise, Participant will be presumed to have cirosen that Pay# shall be responsible ro.-at s.*i." Fees. ffParticipant elects to pay all or any portion ofthe ServiceFee, Participant must so advise Allpaid in writin! using the methodspecified in section 9. For any service Fees Participant elects to pay, Allpaid will debit ru.tiriiunt', account forParticipant's share of the Service Fee in accordance with the terms ofiire deuit authorization rorm aupaia provides.Participant must allow AllPaid 30 days to make any changes Participant requests to the Service Fee responsibility.
ALL SERVICE FEES ARE NON.REFUNDABLE
cardholders posting cash bait online may attempt transactions of upto $50,000 and cardholders posting cash baitvia catt center/Live
Agent may attempt transactions of up to $10,000.
There is no additional charge for cail center/Live Agent assistance for
cash hail posfrngs.
7.0%
Payments made via weblGov$wipe
Transaction Range Service Fee
$0.01 > $50.00 $1.7s
$50.01 >
$75.01 .>.$100.00 $3.00
$100.01 > $150.00 $5.00
$150.01 > $2OO.0O $7.00
Telephone-Assisted payments
(call center/live agents)
Transaction Range Service Fee
$100.01 > $50.00 $s.50
$150.01 > $75.00 $5.75
$75.01 .> $100.00 $7.00
$100.01 .>.$150.00 $9.00
$150.01 > $200.00 $11.00
For each additional increment of $50.00, or portion thereof, add $1.75
Service Fee Schedule for Civil Fines and payments
REVENIIE SIIARINNG PLAN
PAID ONLY O}{ BAtr, IRAN]SAEIIOI{ FB SCIIE)T'IES ffi &ffi
For Revenue Sharing Plan entitles Participant to regeive compensation for, the fee Allpaid charges card holden for itsspecialized services as ouflined in Service Fee Schedule forBail Payments. AllPaid will send participant a detailed report bythe l5th day of the month following the month for which revenue sharing ls due along with a chect. tie Je* will an amountequal to l5'olo of the 7Yo fees collected in total for the processing of ba-il payments to the participant during the immediatelypreceding month for which transactions are processed.
AllPaid Agree. No. )GXX ST-Name of Entiry, 2OYYN4ONDD
(AllPaid_PAFom1ev2L2 0MARL S - GENEML)Page 5 of5