HomeMy WebLinkAboutAllPaid 2021-2022 PSA - fully executedPROFESSIONAL SERVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County")
and Allpaid, Inc. (hereinafter "Contractor"). The County and Contractor agree as follows:
General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation);
Exhibit C (Proof of Insurance).
copies of which are attached hereto and incorporated herein by this reference as fully as if
set forth herein.
The term of this Agreement shall commence on the date of the last signature below
and continue until December 31, 2022 . The parties may renew this Agreement
annually upon mutual agreement in writing. Any party may terminate this Agreement by
giving thirty (30) days' notice in writing either personally delivered or mailed postage -prepaid
by certified mail, return receipt requested, to the party's last known address for the purposes
of giving notice under this paragraph.
Contractor acknowledges and by signing this Agreement agrees that the
Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes),
15 (Defense and Indemnity Agreement), 21 (Patent/Copyright Infringement) and 24
(Confidentiality), are totally and fully part of this Agreement and have been mutually
negotiated by the parties.
Professional Services Agreement (rev. 09/242018)
Page 1 of 17
IN WITNESS WHEREOF, the parties have executed this Agreement this V day of
Q, 2021.
ALLPAID, INC.
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ignature of Signatory
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Print Name of Signatory
COUNTY OF KITTIT S
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Brett WachsOdh, C airman
Lau cz, Vice -Chairman
ABSENT
Cory Wright, Commissioner
COUNTY OF KITTITAS
SHERIFF'S OFFICE
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krk of the oard - Julie Kjorsvik
%" ir,,,,w%\ eputy Clerk of the Board - Mandy Buchholz
Contractor Address:
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Professional Services Agreement (rev. 09/24/2018)
Page 2 of 17
APP VED AS TO FORM:
Douglas R. 0 itchell,
Deputy Prosecuting Attorney
County's Address:
205 West 5t' Avenue, Suite 108
Ellensburg, WA 98926
GENERAL CONDITIONS
1. Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials set forth in the project
narrative identified in Exhibit "A" during the Agreement period. No material, labor, or facilities
will be furnished by the County, unless otherwise provided for in the Agreement.
2. Performance of Work:
Contractor shall perform work in accordance with, and shall comply with, all of the provisions
of this Agreement. All work shall comply with applicable codes and ordinances.
3. Schedule of Performance:
Unless directed otherwise by the County, Contractor shall perform the work in accordance
with any schedules made a part of this Agreement.
4. Definitions:
4.1 "Additional Insureds" means the County, its successors and assigns, and
the respective directors, officers, employees, agents and representatives of
the County and its successors and assigns.
4.2 "Support" means the following: Contractor's directors, officers, employees,
agents and representatives; and sub -Contractors of any tier; the respective
directors, officers, employees, agents and representatives of these sub -
Contractors of any tier; and any other person or entity acting under the
direction or control of, or on behalf of, Contractor or any Contractor's sub -
Contractors of any tier in connection with or incident to the performance of the
Work or this Agreement.
4.3 The "Work" means all of the duties listed in Exhibit A and the performance of
all other obligations, under this Agreement by Contractor or its Support.
5. Accounting and Payment for Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set forth
in Exhibit "B". Where Exhibit "B" requires payments by the County, payment shall be based
upon billings, supported unless otherwise provided in Exhibit "B", by documentation of units
of work actually performed and amounts earned, including where appropriate, the actual
number of days worked each month, total number of hours for the month, and the total dollar
payment requested. Unless specifically stated in Exhibit "B" or approved in writing in
advance by the Kittitas County Board of Commissioners, the County will not 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".
Professional Services Agreement (rev. 09/242018)
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6. Assignment and Subcontracting:
No portion of this Agreement may be assigned or subcontracted to any other individual, firm
or entity without the express and prior written approval of the County.
7. Independent Contractor:
The Contractor's services shall be furnished by the Contractor as an independent Contractor
and nothing herein contained shall be construed to create a relationship of employer-
employee or master-servant, but all payments made hereunder and all services performed
shall be made and performed pursuant to this Agreement by the Contractor as an
independent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified
in Exhibit "B" and the Contractor is not entitled to any County benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance
benefits, or any other rights or privileges afforded to Kittitas County employees.
Contractor will defend, indemnify and hold harmless the County, its Additional Insureds,
officers, agents or employees from any loss or expense, including but not limited to
settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph.
8. No Guarantee of Employment:
The performance of all or part of this Agreement by the Contractor shall not operate to vest
any employment rights whatsoever and shall not be deemed to guarantee any employment
of the Contractor or any employee of the Contractor or any sub-Contractor or any employee
of any sub-Contractor by the County at the present time or in the future.
9. Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal or
State income taxes. Where required by State or Federal law, the Contractor authorizes the
County to make withholding for any taxes other than income taxes (i.e. Medicare). All
compensation received by the Contractor will be reported to the Internal Revenue Service
at the end of the calendar year in accordance with the applicable IRS regulations. It is the
responsibility of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the Contractor is solely liable for any tax obligation arising from the
Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify
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.
Professional Services Agreement (rev. 09/24/2018)
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10. Regulations and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States of
America, and State of Washington, and political subdivisions of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11. Right to Review:
This contract is subject to review by any Federal or State auditor. The County or its designee
shall have the right to review and monitor the financial and service components of this
program by whatever means are deemed expedient by the County. Such review may occur
with or without notice, and may include, but is not limited to, on-site inspection by County
agents or employees, inspection of all records or other materials which the County deems
pertinent to the Agreement and its performance, and any and all communications with or
evaluation by service recipients under this Agreement. The Contractor shall preserve and
maintain all financial records and records relating to the performance of work under this
Agreement for 6 years after contract termination, and shall make them available for such
review, within Kittitas County, State of Washington, upon request.
12. Modifications:
12.1 Either party may request changes in the Agreement. Any and all agreed
modifications shall be in writing, signed by each of the parties.
12.2 The County may, at any time, by written notice thereof to Contractor ("Change
Notice") makes changes in the Work within the general scope of this
Agreement, including, but not limited to: (a) changes in, revisions to,
substitutions for, additions to or deletions of any Work; (b) changes in
schedule; and (c) acceleration, deceleration or suspension of performance of
any Work.
12.3 If any change in the Work causes an increase or decrease on Contractor's
cost of, or the time required for, performance of the Work, an equitable
adjustment in the compensation to Contractor and in the schedule for the
performance of the Work shall be made to reflect such an increase or
decrease.
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
Professional Services Agreement (rev. 09124/2018)
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revising design already completed, revising calculations already performed,
and revising documents.
13. Termination for Default:
If the Contractor defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency
or makes an assignment for the benefit of creditors, the County may, by depositing written
notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at
the County's option, obtain performance of the work elsewhere. If the Agreement is
terminated for default, the Contractor shall not be entitled to receive any further payments
under the Agreement until all work called for has been fully performed. Any extra cost or
damage to the County resulting from such default(s) shall be deducted from any money due
or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by
the County in completing the work, and all damage sustained, or which may be sustained
by the County by reason of such default.
If a notice of termination for default has been issued and it is later determined for any reason
that the Contractor was not in default, the rights and obligations of the parties shall be the
same as if the notice of termination had been issued pursuant to the Termination for Public
Convenience paragraph hereof.
14. Termination for Public Convenience:
The County may terminate the Agreement in whole or in part whenever the County
determines, in its sole discretion that such termination is in the best interests of the County.
Whenever the Agreement is terminated in accordance with this paragraph, the Contractor
shall be entitled to payment for actual work performed at unit contract prices for completed
items of work. In the event of such termination, an equitable adjustment shall be made in
the compensation payable to Contractor.
An equitable adjustment in the contract price for partially completed items of work will be
made, but such adjustment shall not include provision for loss of anticipated profit on deleted
or uncompleted work. Termination of this Agreement by the County at any time during the
term, whether for default or convenience, shall not constitute a breach of contract by the
County.
15. Defense & Indemnity Agreement:
The Contractor agrees to and shall defend, indemnify 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, settlements, attorney's
fees and costs by reason of any and all claims and demands upon the County, its Additional
Insureds, its elected or appointed officials, agents, or employees for damages because of
personal or bodily injury, including death at any time resulting therefrom, sustained by any
person or persons and on account of damage to property including loss of use thereof,
whether such injury to persons or damage to property is due to the negligence of the
Professional Services Agreement (rev. 0912412018)
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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 County,
its Additional Insureds, appointed or elected officials, agents, or employees. It is further
provided that no liability shall attach to the County by reason of entering into this contract,
except as expressly provided herein.
16. Industrial Insurance Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional Insureds, officers, agents and employees, the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act,
for injuries to its employees and agrees that the obligations to indemnify, defend and hold
harmless provided in this agreement extend to any claim brought by or on behalf of any
employee of the Contractor. This waiver is mutually negotiated by the parties to this
Agreement.
17. Venue and Choice of Law:
In the event that any litigation should arise concerning the construction or interpretation of
any of the terms of this Agreement, the venue of such action of litigation shall be in the
Superior Court of the State of Washington in and for the County of Kittitas. This Agreement
shall be governed by the law of the State of Washington.
18. Withholding Payment:
In the event the Contractor has failed to perform any obligation to be performed by the
Contractor under this Agreement within the time set forth in this Agreement, then the County
may, upon written notice, withhold all monies due and payable to Contractor, without
penalty, until such failure to perform is cured or otherwise adjudicated.
19. Future Non -Allocation of Funds:
If sufficient funds are not appropriated or allocated for payment under this Agreement for
any future fiscal period, the County will not be obligated to make payments for services or
amounts incurred after the end of the current fiscal period. No penalty or expense shall
accrue to the County in the event this provision applies.
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 corporate
power and authority to enter into and to perform its obligations under this
Agreement.
20.2 The Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the
obligations of the Contractor under this Agreement in accordance with its
terms.
Professional Services Agreement (rev. 09/24/2018)
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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.
20.4 The Contractor has or will obtain prior to the commencement date such
licenses, permits and other authorizations from federal, state and other
governmental authorities, as are necessary for the performance of its
obligations under this Agreement.
20.5 The Contractor is not in violation of any applicable law, ordinance or
regulation the consequence of which will or may materially affect
Contractor's ability to perform its obligations under this Agreement. The
Contractor is not subject to any order or judgment of any court, tribunal or
governmental agency which materially and adversely affects its
operations or assets in the State of Washington, or its ability to perform
its obligations under this Agreement.
20.6 None of the representations or warranties in this Agreement, and none of
the documents, statements, certificates or schedules furnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obligations contemplated under this Agreement,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements of fact
contained therein not misleading.
21. Patent/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.
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. Dis utes:
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.
Professional Services Agreement (rev. 09/24/2018)
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22.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which
otherwise may be payable, or to extension of time for (1) any act or failure to
act by the County, or (2) the happening of any event or occurrence, unless
the Contractor has given the County a written Notice of Potential Claim within
ten (10) days of the commencement of the act, failure, or event giving rise to
the claim, and before final payment by the County. The written Notice of
Potential Claim shall set forth the reasons for which the Contractor believes
additional compensation or extension of time is due, the nature of the cost
involved, and insofar as possible, the amount of the potential claim. Contractor
shall keep full and complete daily records of the work performed, labor and
material used, and all costs and additional time claimed to be additional.
22.3. Detailed Claim
The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thirty (30) days of the
completion of the portion of the work from which the claim arose, and before
final payment by the County, the Contractor has given the County a detailed
written statement of each element of cost or other compensation requested
and of all elements of additional time required, and copies of any supporting
documents evidencing the amount or extension of time claimed to be due.
23. Ownership of Items Produced:
All writings, programs, data, public records or other materials prepared by the Contractor
and/or its consultants or sub -Contractors, in connection with performance of this Agreement
shall be the sole and absolute property of the County.
24. Confidentiality:
The Contractor, its employees, sub -Contractors, and their employees shall maintain the
confidentiality of all information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon the prior written consent of the Kittitas County
Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over
the County. Contractor shall immediately give to the County notice of any judicial
proceedings seeking disclosure of such information. Contractor shall indemnify and hold
harmless the County, its Additional Insureds, officials, agents or employees from all loss or
expense, including, but not limited to settlements, judgments, setoffs, attorneys' fees and
costs resulting from Contractor's breach of this provision.
To the extent that any information obtained by the Contractor is required to be shared with
or provided to others by the terms of the Statement of the Work, this provision is not
breached by such acts.
25. Notice:
Professional Services Agreement (rev. 09/24/2018)
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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.
26. Severabilitv:
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.
27. Miscellaneous:
27.1 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.
27.2 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.
27.3 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.
27.4 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.
28. 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.
29. Survival:
The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 28, 30,
31, and 32 shall survive, notwithstanding the termination or invalidity of this Agreement for
any reason.
Professional Servioes Agreement (rev. 09124/2018)
Page 10 of 17
30 Nondiscrimination:
30.1 The County is an equal opportunity employer.
30.2 Nondiscrimination in Employment
In the performance of this Agreement, the Contractor will not
discriminate against any employee or applicant for employment on the
grounds of race, creed, color, national origin, sex, sexual orientation,
marital status, age or the presence of any sensory, mental or
physical handicap; provided that the prohibition against discrimination
in employment because of handicap shall not apply if the particular
disability prevents the proper performance of the particular worker
involved. The Contractor shall ensure that applicants are employed,
and that employees are treated during employment without
discrimination because of their race, creed, color, national origin, sex,
sexual orientation, marital status, age or the presence of any sensory,
mental or physical handicap. Such action shall include, but not be
limited to: employment, upgrading, demotion or transfers, recruitment or
recruitment advertising, layoff or termination, rates of pay or other
forms of compensation, and programs for training including
apprenticeships. The Contractor shall take such action with respect to
this Agreement as may be required to ensure full compliance with
local, state and federal laws prohibiting discrimination in employment.
30.3 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.
30.4 If any assignment and/or subcontracting has been authorized by the
County, said assignment or subcontract shall include appropriate
safeguards against discrimination. The Contractor shall take such
action as may be required to ensure full compliance with the
provisions in the immediately preceding paragraphs herein.
31. Prevailing Wage:
Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics
employed in the performance of any part of the Work in accordance with RCW 39.12
and the rules and regulations of the Department of Labor and Industries. The schedule
of prevailing wages rates for the locality or localities of the Work is determined by the
Professional Services Agreement (rev. 09/2412018)
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Industrial Statistician of the Department of Labor and Industries. It is the Contractor's
responsibility to verify the applicable prevailing wage rate. It is understood that the
Contractor is responsible for obtaining and completing all required government forms
and submitting same to the proper authorities.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Department of Labor and Industries. The arbitration decision shall be final and
conclusive and binding on all parties involved in the dispute as provided for by RCW
39.12.060.
32. Debarment Certification:
The Contractor certifies that it:
32.1 Is 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 civil judgment rendered
against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public or private
agreement or transaction, violation of Federal or State antitrust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, tax evasion, receiving
stolen property, making false claims, or obstruction of justice.
32.3 Is not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 32.2 of this section.
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 Agreement (rev. 09/24/2018)
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EXHIBIT "A"
SCOPE OF WORK
In addition to providing all material and labor, the Contractor shall:
• The Contractor's obligations are as stated in the Participation Agreement.
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EXHIBIT "B"
COMPENSATION
• As stated in the Participation Agreement.
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EXHIBIT "C"
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of the
Work such insurance as will protect Contractor, its Support and the Additional Insureds
from all claims, losses, harm, costs, liabilities, damages and expenses arising out of
personal injury (including death) or property damage that may result from performance of
the work or this Agreement, whether such performance is by Contractor or any of its
Support.
All insurance shall be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Class VII or better in the most recently published
edition of Best's Reports unless otherwise approved by the County. If an insurer is not
admitted, all insurance policies and procedures for issuing the insurance policies must
comply with Chapter 48.15 RCW and 284-15 WAC.
The Contractor shall provide proof of insurance for:
® Commercial General Liability Insurance
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 insurance
policy
❑ Commercial Automobile Liability Insurance (if ANY use of vehicle in performance)
Automobile Liability for owned, non -owned, hired, and leased vehicles (MCS 90
endorsement and a CA 9946 endorsement must be attached if `pollutants' are to be
transported)
■ 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.
Additional Coverage May Be Required:
❑ Workers' Compensation
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Workers' Compensation in amounts required by law
❑ Stop Gap/Employers Liability
Coverage limits not less than:
• $1,000,000 each accident
• $1,000,000 disease — policy limit
• $1,000,000 disease — each employee
• 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 providing
professional services shall provide evidence of Professional Liability Insurance
covering professional errors and omissions. Such policy must provide the following
minimum limits:
■ $1,000,000 per claim
■ $2,000,000 annual aggregate
■ If insurance is on a claims -made form, its retroactive date, and that of all
subsequent renewals, shall be no later than the effective date of this
Agreement.
❑ Pollution Liability
The Contractor shall provide a Pollution Liability policy, providing coverage for
claims involving bodily injury, property damage (including loss of use of tangible
property that has not been physically injured), cleanup costs, remediation, disposal
or other handling of pollutants, including costs and expenses incurred in the
investigation, defense, or settlement of claims arising out of:
• Contractor's operations related to this project; and/or
• Remediation, abatement, repair, maintenance or other work with lead-based
paint 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:
■ $ per claim
■ $ annual aggregate
❑ Property Damage
The Contractor shall provide a policy that covers damage to Kittitas County
facilities, including buildings, equipment, grounds, etc. Such policy shall provide
the following minimum coverage:
• $ per occurrence
❑ Umbrella Coverage
Professional Services Agreement (rev. 09/24/2018)
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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 in
the underlying policies, including additional insured.
e Amount required for this Agreement: $
Contractor shall furnish the County a Certificate of Insurance to include the Policy
Endorsements/Exclusions as evidence that policies providing insurance required by this
Agreement are in full force and effect. Contractor hereby waives all rights of recourse,
including any right to which another may be subrogated, against Kittitas County for
personal injury, including death, and property damage. Contractor's insurance policies
required above shall be primary insurance and shall be non-contributing with any
other insurance maintained by Kittitas County.
The Contractor shall assume full responsibility for all loss or damage from any cause
whatsoever to any tools, Contractor's employee -owned tools, machinery, equipment, or
motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers
or contractors as well as to any temporary structures, scaffolding and protective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage and
limits required are obtained by subcontractors.
NOTE: No contract shall form until and unless a copy of the Certificate of
Insurance with Endorsements/Exclusions, properly completed and in the amount
required, is attached hereto.
Failure of the Contractor to fully comply with the above insurance requirements during
the term of the Agreement shall be considered a material breach of contract and cause
for immediate termination of the Agreement at the County's discretion. Alternatively, the
County may procure and maintain, at the Contractor's sole expense, insurance to the
extent deemed proper up to the amount of the required coverage(s). The County may
offset the cost of such insurance against payment due to the Contractor under this
Agreement.
Professional Services Agreement (rev. 09/24/2018)
Page 17 of 17
EXHIBIT A
PARTICIPATION AGREEMENT
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 AIIPaid 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 has
to 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 training,
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 shown
in 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 bail/bond payments, "Service Fee
Schedule for Bail Payments" applies.
For criminal justice -related payments, such as
fees for probation management, electronic
monitoring, work release, restitution, or other
AIIPaid Agree. No. XXXX ST -Name of Entity, 20YYMONDD
(A&aJ. PAForm_m1010MAR15 - GENERAL)
payments associated with reducing or avoiding a
term of incarceration, "Service Fee Schedule for
Criminal Justice -Related Payments" applies.
For payment of civil fines or fees, "Service Fee
Schedule for Civil Fines and Payments"
applies.
AllPaid will apply its then -current Service Fee to the
payment types Participant has selected for processing
under this Agreement. AllPaid may modify any or all
Service Fees at its sole option, providing Participant
with 30 days' advance written notice. ALL SERVICE
FEES ARE NON-REFUNDABLE. AllPaid reserves
the right to charge Participant for services or
equipment beyond the scope of this Agreement, such
as 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 reserves 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 full 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
Page I of 5
AllPaid, Inc. ("AllPaid")
[ENTITY NAME]
7820 Innovation Boulevard, Suite 250
[ADDRESS]
Indianapolis, Indiana 46278
[ADDRESS]
Phone: (866) 564-0169
[CITY ST ZIP]
Facsimile: (888) 665-4755
Email: accountservices@allpaid.com
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 AIIPaid 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 has
to 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 training,
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 shown
in 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 bail/bond payments, "Service Fee
Schedule for Bail Payments" applies.
For criminal justice -related payments, such as
fees for probation management, electronic
monitoring, work release, restitution, or other
AIIPaid Agree. No. XXXX ST -Name of Entity, 20YYMONDD
(A&aJ. PAForm_m1010MAR15 - GENERAL)
payments associated with reducing or avoiding a
term of incarceration, "Service Fee Schedule for
Criminal Justice -Related Payments" applies.
For payment of civil fines or fees, "Service Fee
Schedule for Civil Fines and Payments"
applies.
AllPaid will apply its then -current Service Fee to the
payment types Participant has selected for processing
under this Agreement. AllPaid may modify any or all
Service Fees at its sole option, providing Participant
with 30 days' advance written notice. ALL SERVICE
FEES ARE NON-REFUNDABLE. AllPaid reserves
the right to charge Participant for services or
equipment beyond the scope of this Agreement, such
as 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 reserves 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 full 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
Page I of 5
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 and processes; and (iii) in accordance
with 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
sole 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
indemnify 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 this
Agreement. ALLPAID ACCEPTS NO
RESPONSIBILITY FOR SECURITY OF PAYER
DATA ON SYSTEMS OTHER THAN THOSE
CONTROLLED BY ALLPAID. ALLPAID
LIABILITY WITH RESPECT TO PAYMENTS
PROCESSED HEREUNDER IS LIMITED TO
MAIQNG PAYMENTS IN THE AMOUNTS
AUTHORIZED. ALLPAID IS NOT A SURETY
AND PROCESSING A PAYMENT THROUGH
ALLPAID DOES NOT GUARANTEE ANY
PARTICULAR OUTCOME INCLUDING, BUT
NOT LIMITED TO, A DEFENDANT'S COURT
APPEARANCE OR FULL SATISFACTION OF
A FINANCIAL OBLIGATION. OTHER THAN
WARRANTIES EXPLICITLY MADE IN THIS
AGREEMENT, ALLPAID DISCLAIMS ALL
WARRANTIES OR REPRESENTATIONS OF
ANY KIND, EXPRESS OR IMPLIED. NEITHER
PARTY SHALL BE LIABLE FOR INCIDENTAL,
INDIRECT, PUNITIVE, OR CONSEQUENTIAL
DAMAGES EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
PARTICIPANT BEARS RESPONSIBILITY FOR
ANY ADMINISTRATIVE ACTIONS IT MAY
TAKE IN CONNECTION WITH SERVICES
PROVIDED UNDER THIS AGREEMENT.
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
AltPaid Agree. No. XXXX ST -Name of Entity, 20YYMONDD
(RllPah PAFosrn_rev1020MAR15 - GENERAL)
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 for the payment
of all taxes legally imposed upon its services.
S. 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 through AllPaid
of any types of payments, (iii) modify the service or
equipment modes (from among Internet, telephone,
Internet and telephone, Gov$wipe®, etc.), (iv) modify
the account(s) to which AllPaid shall direct payments
to Participant, or (v) add other agencies, departments
or sub -agencies ("Affiliated Agencies") to, or delete
Affiliated Agencies from Participant's use of any
AllPaid services and equipment by specifying all such
changes to AIlPaid in writing. Any such changes will
be subject to AllPaid acknowledgment and acceptance
in writing and any verification process AllPaid may
require. For purposes of this subsection only, "in
writing" shall mean via letter, facsimile, or email (if to
AllPaid, to accountservices@allpaid.com). AllPaid
reserves the right to adjust service and security levels
as AllPaid reasonably deems necessary to maintain
payment security and integrity.
10. Gov$wipe. AllPaid will provide Participants that
select Gov$wipe with card readers and peripheral
equipment (cables, etc.), which are and will remain the
property of AllPaid. Participant understands that
A11Paid card readers are embedded with proprietary
technology ("Firmware"). AllPaid grants Participant
Page 2 of 5
a license to use such card readers and Firmware for the
duration of the Agreement. Participant's use of card
readers and Firmware shall be limited to the purposes
of this Agreement. Acceptance and use of card
readers does not convey to Participant any title, patent,
copyright, or other proprietary right in or to the
Firmware. At all times, AllPaid or its suppliers retain
all rights to the Firmware, including but not limited to
updates, enhancements, and additions. Participant
shall not attempt to access or disclose the Firmware to
any party, or transfer, copy, license, sub -license,
modify, translate, reverse engineer, decompile,
disassemble, tamper with, or create any derivative
work based on Firmware.
Participant will use reasonable care to protect card
readers from loss, theft, damage or any legal
encumbrance. AllPaid shall provide card readers and
installation instructions at service implementation and
when providing any replacement or additional card
readers by shipment to a location Participant
designates or, at AIIPaid's option, Participant will
allow AllPaid and its designated representatives
reasonable access to Participant's premises for
training purposes and device installation, repair,
removal, modification, upgrades, and relocation.
Card readers for use with Gov$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
Gov$wipe 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 free from
malicious software or hardware. AllPaid shall not be
held liable to Participant for exposure of Participant's
computers or networks to malicious software or
hardware of any kind. AllPaid is solely responsible for
the maintenance of any 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 Agreement may
not be assigned, in whole or in part, by either party
hereto without prior written consent of the other party,
which consent shall not be unreasonably 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
AHPaid Agree. No. XKXX ST -Name of Entity, 20YYMONDD
(A11Potd PAForm_rev2020AW 15 - GENERAL)
occurrence of any 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 internal 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 of the 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 modify fees per Section 3.
[REMAINDER OF PAGE INTENTIONALLY
BLANK)
Page 3 of 5
13. Execution. This Agreement may be executed
simultaneously in multiple counterparts, each of which
is deemed an original, but all of which taken together
constitute one and the same instrument. All signed fax
[PARTICIPANT]
A11Paid Agree. No. XXXX ST -Name of Entity, 20YYMONDD
(ANPaid PAFonn r"20I0MARl3 - GENERAL)
or electronically imaged counterparts to this
Agreement shall be deemed as valid as originals.
ALLPAID- INC_
allpaid
Page 4 of 5
EXHIBIT B
ATTACHMENT "A" - SERVICE FEES
Service Fees may be the responsibility of Payer, Participant, or shared by Payer and Participant. Unless Participant advises
AIIPaid otherwise, Participant will be presumed to have chosen that Payers shall be responsible for all Service Fees. If
Participant elects to pay all or any portion ofthe Service Fee, Participant must so advise AllPaid in writing using the method
specified in section 9. For any Service Fees Participant elects to pay, AllPaid will debit Participant's account for
Participant's share of the Service Fee in accordance with the terms of the debit authorization form AllPaid provides.
Participant must allow AllPaid 30 days to make any changes Participant requests to the Service Fee responsibility.
ALL SERVICE FEES ARE NON-REFUNDABLE
7.0%
Cardholders posting cash bail online may attempt transactions of up
to $50,000 and Cardholders posting cash ball via Call Center/Live
Agent may attempt transactions of up to $10,000.
There is no additional charge for Call CenterlLive Agent assistance for
cash bail postings.
Payments made via web/Gov$w1pe
Transaction Range Service Fee
$0.01
$50.01
$75.01
$100.01
$150.01
> $50.00
$1.75
> $75.00
$2.00
> $100.00
$3.00
Telephone -Assisted Payments
(call center/live agents)
Transaction Range
$100.01 > $50.00
$150.01 > $75.00
$75.01 > $100.00
Service Fee
> $150.00 $5.00 $100.01 > $150.00
> $200.00 $7.00 $150.01 > $200.00
For each additional increment of $50.00, or portion thereof, add $1.75
REVENUE SHARINNG PLAN
PAM ONLY ONBAIL TRANNJACrFIEF SCEMDEXIM 1197 b
$5.50
$5.75
$7.00
$9.00
$11.00
For Revenue Sharing Plan entitles Participant to receive compensation for, the fee AllPaid charges card holders for its
specialized services as outlined in Service Fee Schedule for Bail Payments. AllPaid will send Participant a detailed report by
the 15th day of the month following the month for which revenue sharing is due along with a check. The check will an amount
equal to 15'% of the 7% fees collected in total for the processing of bail payments to the Participant during the immediately
preceding month for which transactions are processed.
AIIPaid Agree. No. 3iXXX ST -Name of Entity, 20YYMONDD Page 5 of 5
(ArlPah PAFory _Y-2010WR15 - GENERAL)