HomeMy WebLinkAboutAllPaid 2021-2022 RenewalDocuSign Envelope lD: 64D41574-94F0-483D-ABEO-SD3624017FSB
FIRST ANNUAL RENEWAL OF 2021.2022
PROFESSIONAL SERVICES AGREtrMENT
This First Annual Renewal of 2021-2022 Professional Services Agreement ("Renewal") is by and between Kittitas
County ("County") and AllPaid, Inc. ("Conhactor") to renew that Professional Services Agreement by between
Contractor and County, effective August 16,2021 (,.Agreemenf,).
FoR GooD AND VALUABLE CONSIDERATION, the parties agree as foilows:
1. Agreement Renewed. The Agreement is renewed, as provided therein, until Decemb er 31,2023.
2. Execution. This Renewal may be executed in counterparts, each of which when so executed and delivered shall
be an original and all of which together shall constitute one original document. Delivery of an electronically
imaged signature ofthis Renewal by electronically imaged or facsimile transmission will b! effective as delivery
of a manually executed original for all purposes.
IN WITNESS WFIERfiOF, the parties hereto have executed this Renewal by their duly authorized representatives or
agents as of the date written below.
APPROVED
ALLPAID,INC.BOARD OF COUNTY COMMISSIONERS
by:, WASHINGTON
je* S,,c"r"t
Name:Jon Secrest
Title: SVP, General Manager
Date:
Date:
Date:LL/29/2022
ililll
gOMMI
Date:
Comm
Sheriff
as to Form
t?r3TI
County Address:
Kittitas County
205 West 5s Ave., Suite 108
Ellensberg WA98926
the
SEA
Date:h
\i'J
/ltrttiltlll\\
By
Contractor Address:
TS20Innovation Blvd.
Suite 250
Indianapolis IN 46268
PROFESSIONAL SERVICES AGREEMENT
Thls Agreement is made by and between Kiftitas County (hereinafter "the County'')
and Allpaid, lnc. (hereinafter "Contracto/'). The County and Contractor agree 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 if
set forth herein.
The term of this Agreement shallcommence 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 thifi (30) days' notice in writing either personally delivered or mailed postage-prepaid
by certified mail, retum receipt requested, to the party's last known address forthe purposes
of giving notice under this paragraph.
Contractor acknowledges and by signing this Agreement agrees that the
lndemnification provisions set forth in Paragraphs 7 (lndependent Contractor), 9 (faxes),
15 (Defense and lndemnity Agreement), 21 (PatenVCopyright lnfringement)
'and
2a
(Confidentiality), are totally and fully part of this Agreement and havL been mutually
negotiated by the parties.
Professional Services Agreement (rev. 09124t2018)
Page 1 of 17
lN WTNESS WHEREOF, the parties have executed this Agreement thish^i"/ .2021.0--r-
ALLPAID, INC.COUNTY OF
OF COMT!ilSSTONERS
(oWa^y ot
of
(Date -tb-?.
Print Name of Signato
Contractor Address:
,5,
lrman
Vice-Chairman
ABSENT
Cory Wright, Commissioner
COUNTY OF KITTITAS
SHERIFF'S OFFICE
T:
IT
of
Douglas R.
Deputy
County's Address:
205 West 5h Avenue, Suite 108
Ellensburg, WA 98926
YNT
1,illltl
- Julie Kjorsvik
Clerk of the Board - Mandy Buchholz
AS TO FORM
7v
Attorney
r3l,,,l
nd , a-na-po N)
Vua
Professional SeMces Agreement (rev. 09l24nffi8l
Page2 oI 17
GENERAL CONDITIONS
1. Scope of Contractofs Services:
Contractor agrees to provide to the County services and any materials set forth in the projecl
narrative identified in Exhibit''A'during theAgreementperiod. No material,labor, orfacilities
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. Allwork shallcomply 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 "Additionallnsureds" means the County, its successors and assigns, and
the respective directors, officers, employees, agents and representatives of
the County and its suc@ssors and assigns.4.2 "Supporfl 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 ol or on behalf ol Contractor or any Contractor's sub-
Contractors of any tier in connection with or incident to the performance of the
Work orthis Agreement.4.3 The "Work'means allof the duties listed in ExhibitA and the performance of
all other obligations, under this Agreement by Contractor or its Support.
5. Accounlinq and Pavment for Contractor S.eryices:
Payment to the Contractor for services rendered under this Agreement shall be as set forth
in Exhibit "B". Where Exhibit "8" requires payments by the County, payment shall be based
upon billings, supported unless otherwise provided in Exhibit "8", 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 "8" or approved in wriling in
advance by the Kittitas County Board of Commissioners, the County will not reimburse the
Contractor for any costs or expenses incuned by the Contractor in performance of this
Agreement.
\A/here required, the County shall, upon receipt of appropriate documentation, compensate
the Gontractor, no more ofien than monthly, through the County voucher system, for the
Contracto/s service pursuant to the fee schedule set forth in Exhibit "B".
Professional SeMces Agreement (rev. OSl24n0/'8)
Page 3 of l7
6. Assignment and Subcontractinq:
No portion of this Agreement may be assigned or subcontracted to any other individual, firm
or entity without the express and prior wriften approval of the County.
7. lndependent Contractor:
The Gontractods services shall be fumished 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 allservices 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 Additionat 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 emptoyment
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 Conkactor understands and acknowledges that the County will not withhold Federal or
State income taxes. \Mtere 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 lnternal 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 fiom the
Contracto/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 eamed pursuant to this Agreement.
The Gounty 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
FederalExcise Tax.
Professional Services Ag reement (r ev. O9 124 f201 8)
Page 4 of 17
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 Federalor State auditor. The Coung 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. Modiftcations:
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 ol or the time required for, performance of the work, an equitable
adjustnent 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, Contractorshall proceed in accordance with allChange
Notices. contractor must, within thirty (30) days afrer 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 lf any change results in a decrease in the Work performed, Contractor shall
be entitled to rcompensation associated with changing the Work, such as
Professional Services Agreement (rev. 091241i2018)
Page 5 of 17
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 act of bankruptcy or insolvency
or makes an assignment for the benefit of creditors, the Coung 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. lf 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 co_ming 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 Coung 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 shall be the
same as if the notice of termination had been issued pursuant to the Termination for Public
Convenience paragraph hereof.
1 4. Termination for.Public Convenience:
The County may terminate the Agreement in whole or in parl 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 contract prices for completed
items of work. ln the event of such termination, an equitable adjustment shall be made in
the compensation payable to Contractor.
An equltable 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 Gounty at any time during the
term, whether for default or convenience, shall not constitute a breach of contract by the
County.
15. Defense & lndemnitv Aoreement:
The Contractor agrees to and shall defend, indemniff and hold harmless the County, its
Additional lnsureds, 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
lnsureds, 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 SeMces Agreement (rev. O9l24l2O1B)
Page 6 of 17
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 lnsureds, appointed or elected officials, agents, or employees. lt is furthir
provided that no liability shall attach to the County by reason of entering into this contract,
except as expressly provided herein.
16. lndustrial lnsurance Waiver:
\Mth respect to the performance of this Agreement and as to claims against the County, its
Additional lnsureds, officers, agents and employees, the Contractor-expressly waives its
immunity under Title 51 of the Revised Code of Washington, the lndustrial lnjurance Act,
for injuries to its employees and agrees that the obligations to indemniff, 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 thii
Agreement.
17. Venue and Choice of Law:
ln the event that any litigation should arise conceming the construction or interpretation of
any of the terms of this Agreement, the venue of such action of litigation shall be in the
Superior Court of the State of Washington In and for the County of Kittltas. 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 Agreement, then the County
may, upon written notice, withhold all monies due and payable to Contractor, without
penalty, untilsuch failure to perform is cured or othenndse 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 County will not be obligated to make payments foi services or
amounts incurred after the end of the cunent fiscal period. No penalg 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:2O.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.
2O.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 SeMces Agreement (rev. O9124f2018)
PageT ol 17
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 willor may materially affect
Contracto/s abili$ 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
willomit to state a materialfact necessary to make the statements of fact
contained therein not misleading.
21. PatenUCopvriqht lnfrinqement:
Contractorwill 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 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 Contractorshallbe 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 Coung.
22. Disputes:
22.1 General
Differences between the contractor and the county, arising under and by
virtue of the Agreement Documents shall be brought to the attention of the
County at the earliest possible time in order that such matters may be settled
or other appropriate action promptly taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time limits
stated, the records, orders, instructions, and decisions of the Kittitas county
Commissioners shall be final and conclusive.
Professionaf Services Agreement (rev. O9li24l'2018)
Page 8 of 17
22.2 Notice of Potential Claims
The Contractor shall not be entilled 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 wriften Notice of PotentialClaim 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 allcosts and additionaltime claimed to be additional.
223. 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 additionaltime required, and copies of any supporting
documents evidencing the amount or extension of time claimed to be due.
23. Ownership of ltems Produced:
Allwritings, 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. Confidentialitv:
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 priorwritten consent of the Kiftitas County
Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over
the Coun$. Contractor shall immediatety give to the County notice of any judicial
proceedings seeking disclosure of such information. Contractor shall indemniff 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 SeMces Agreement (rev. 092.4t201 8)
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 Kittitas County
Commissioners, 205 WShAve, Suite 108, Ellensburg, WA 98926. Notice to the Contractol
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:
lf 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 Contracto/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 ,22,29, 24,28, 30,
31, and 32 shall suruive, notwithstanding the termination or invalidity of this Agreement for
any reason.
Professional SeMces Agreement (rev. 09l24n0/'B)
Page 10 of 17
30. Nondiscrimination:
30.1 The County is an equal opportunity employer.
30.2 Nondiscrimination in Emplovment
ln 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, sexualorientation,
maritalstatus, 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
disabilig prevents the proper performance of the particular worker
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, maritalstatus, age or the presence of any sensory,
mentalor physical handicap. Such action shall include, but not be
limited to: employment, upgrading, demotion or transfers, recruitment or
recruitmentadvertising, layoff ortermination, 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 fullcompliance 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, sexualorientation, maritalstatus, age or
the presence of any sensory, mental or physical 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 take such
action as may be required to ensure full compliance with the
provisions in the immediately preceding paragraphs herein.
31. Prevailing Waqe:
Contractor shall pay the prevailing rate of wages to allworkers, 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 lndustries. The schedule
of prevailing wages rates for the locali$ or localities of the Work is determined by the
Professional Services Agreement (rev - O9l24l2O1 8)
Page 11 o1'17
lndustrial Statistician of the Department of Labor and Industries. lt is the Contractor's
responsibility to veriff 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 allparties involved in the dispute as provided for by RCW
39.12.060.
32. Debarment Certification:
The Contractor certifies that it:32J 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 Federalor 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 entlty (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. 09124120181
Page 12oI'17
EXHIBIT ''A"
SCOPE OF WORK
ln addition to providing all material and labor, the Contractor shall:r The Contractor's obligations are as stated in the Participation Agreement.
Professional Services Agreement (rev. 0912412018)
Page 13 of 17
a
EXHIBIT ''B'
COMPENSATION
As stated in the Participation Agreement.
Professional SeMces Agreement (rev. 091242O18)
Page 14 of 17
EXHIBIT "G"
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 lnsureds
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 shallbe issued by companies admitted to do business in the State of
Washington and have a rating of A-, Class Vll or better in the most recently published
edition of Best's Reports unless otherwise approved by the County. lf an insurer is not
admitted, all insurance policies and procedures for issuing the insurance policies must
comply with Chapter 48.15 RCW and284-15 WAC.
The Contractor shall provide proof of insurance for:
ffi Commercial General Liahilitv lnsurance
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 personaland advertising injury, each offenseo Certificate Holder - Kittitas Countyr The Certificate must name the County as additional insured. Sixty (60) days written notice to the County of cancellation of the insurance
policy
f] Qommefqial,Automobile Liability lnsurance (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 must he aftached if 'pollutants' are to be
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.
fl Workers' Compensatio4
ProJessional SeMces Agreement (rev. Ogn4n01g)
Page 15 of 17
Workers'Compensation in amounts required by law
f 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.
n Professional Liability
The Contractor and/or its Subcontractor and/or its consultant providing
professional services shall provide evidence of Professional Liability lnsurance
covering professionalerrors and omissions. Such policy must provide the following
minimum limits:
' $1,000,000 per claim. $2,000,000annualaggregate
' lf 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.
n Pollution Liabitig
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/ore Remediation, abatement, repair, maintenance or other work with lead-based
paint or materials containing asbestos; and/orr Transportation of hazardous materials away from any site related to this project
Such Pollution Liability policy shall provide the following minimum coverage:r $ per claimr $ annualaggregate
n Propertv Damaoe
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:o $ per occurrence
! Umbrella Coveraqe
Professional SeMces Agreement (rev. 05124 12018)
Page 16 of 17
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.r Amount required for this Agreement: $
Contractor shall furnish the County a Certificate of lnsurance to include the policy
Endorsements/Exclusions as evidence that policies providing insurance required by thii
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 poiicies
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 Gertificate of
lnsurance 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 cauJe
for immediate termination of the Agreement at the County's discretion. Alternatively, the
Coun$ 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 SeMces Agreement (rev. 0gnfin0/'A)
Page 17 ol 17
EXHIBIT A
PARTICIPATION AGREEMENT
AllPaid, Inc. ("AllPaid")
7820 Innovation Boulevard, Suite 250
Indianapolis, Indiana 4627 8
Phone: (866) 564-0169
Facsimile: (888) 665-4755
Email: accountservices@allpaid.com
IENTITYNAME]
IADDRESSI
IADDRESSI
lcrTY sTZrPl
1. Servicer; Agency Appointment and Effect. The
above-named entity (?artioipanf') 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
Paycr 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 has
to reject such transaction. AllPaid, and not the
individual Payer, is solely liable to Participant for
Payer funds if AllPaid fails to remit fimds to
Participant from Payers using AllPaid's services and
AllPaid aooepts such appointnent subject to any
conditions and limitations in this Participation
Agreement and any attachments hereto ('Agreemenf,').
AllPaid shall provide Participant with training,
documentation, and elecfronic and telephonic support at
AllPaid's expense. AllPaid shall cause funds to be
forwarded elechonically 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. F'ees. AllPaid shall collect the Service Fees shownin Atiachment "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
oompensation. Participant may select any or all of the
payment types available as follows:
For cash baiVbond pa)rments, "senrice tr'ee
Schedule for Bail Pa5ments" applies.
For criminal justice-related payments, such as
fees for probation managcment, electonic
monitoring, work release, restitution, or other
payments associated with reducing or avoiding a
term of incarceration, ttService Fee Schedulc for
Criminal Justice-Related Pa;ments" applies.
For payment of civil fines or fees, "service tr'ee
Schedule for Civil X'ines end Pa5ments"
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-REFIINDABLE. AllPaid reseryes
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 agr€e upon.
3. Disputes and Chargebacks. AllPaid shall be
responsible for handling all hansaction disputes
associated with Payers' use ofcards to make payments
to Participant through AllPaid. Further, AllPaid shall
be responsible for all chargebacks initiated not more
than 180 days after the bansaction. If AllPaid
determines that a chargeback may be inappropriate,
AllPaid expects Participant to provide rsasonable
assistance in any challenge AllPaid makes to the
chargeback. AllPaid reseryes the right to adjust
service and seourity levels as AllPaid reasonably
deems necessary to maintain payment security and
intcgrity.
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 exeoute 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. )OOO( ST-Name ofEntity, 20YYI4ONDD
(AllP aid_PAF on 1o2 0 2OMARI 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 acoepts and processes; and (iii) in accordance
with then-current PCI DSS requirements, will
maintain proper security and responsibility for Payer
datawhile 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
indemnifr 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 prop€rty directly
resulting from AllPaid's performance under thisAgreement. ALLPAID ACCEPTS NO
RESPONSIBILITY F'OR SECIruTY OF' PAYER
DATA ON SYSTEIT{,S OTIMR THAN THOSE
CONTROLLED BY ALLPAID. ALLPAII)
LIABILITY WTIII RESPECT TO PAYMENTS
PROCESSED IMRETJNDER IS LMITED TO
MAKING PAYMENTS IN TIM AMOT'NTS
AUTHORIZED. ALLPND IS NOT A SURETY
AND PROCESSING A PAYMENT THROUGH
ALLPAID DOES NOT GUARAIYTEE AITY
PARTICULAR OUTCOME INCLUDING, BUT
NOT LIMTTED TO, A DEFEIYDAIYT'S COURT
APPEARANCE OR FULL SATISFACTION OF
A T'INANCIAL OBLIGATION. OTIIER TIIAN
WARRANTIES EXPLICITLY MADE IN THIS
AGREEMENT, ALLPAID DISCIIUMS ALL
WARRAIYTIES OR REPRESENTAfiONS OF'
AIYY KIIYD, EXPRESS OR IMPLIED. IYEITIIER
PARTY SHALL BE LIABLE FOR INCIDENTAL,
NIDIRECT, PIJI\IITIVE, OR CONSEQT]ENTIAL
DAMAGES EVEN IT' ADVISED OF TIIE
POSSIBILITY OX' SUCH DAMAGES.
PARTICIPANT BEARS RTSPONSIBILITY X'OR
AITY ANMINTS NATTVN ACIIONS IT MAY
TAKE IN COI\NECIION WTIII SERVICES
PROVIDED I]IIDER 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 venfure, or relationship of master and servant or
employer and employee between the parties or to
provide either parfy with the right, power, or authority,
expressed or implied, to creat€ 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.
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 fust 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 s€ation shall be deemed to be
received, if sent by mail or courier, five days following
their deposit in the U.S. Mail or with suoh courier or,
if sent by facsimile, when such faosimile is hansmitted
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 fypes 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,
Intemet and telephone, Gov$wipe@, etc.), (iv) modifr
the account(s) to which AllPaid shall direct payments
to Participant, or (v) add other agencies, departnents
or sub-agencies ('Affiliated Agencies") to, or delete
Affiliated Agencies fiom Participant's use of any
AIlPaid services and equipment by speciffing all such
changes to AllPaid in writing. Any such changes will
be subject to AllPaid acknowledgment and acceptance
in writing and any verification process AllPaid may
require. For purposes of this subsection only, "in
writing" shall meanvia letter, facsimilq or email (if to
AllPaid, to accountservices@allpaid.com). Allpaid
reseryes the right to adjust service and security levels
as AllPaid reasonably deems necessary to maintain
payment secwity and integrity.
10. GovSwipe. AllPaid will provide Participants that
selecl Gov,$rrylpe 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
technolory ( Firmware'). AllPaid grants Participant
AllPaid Agree. No. )OOO(
(Al lP o i d_PAF o m _r ev 2 0 2 0IulAR I 5
ST-Name of Entity, 20YYII{ONDD
-GENEML)
Page 2 of5
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,
modifr, 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 insftuctions 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 purposes and device installation, repair,
removal, modification, upgrades, and relocation.
Card readers for use wilh 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 free from
malicious software or hardware. AllPaid 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
bencficiaries to this Agreement. This Agreement may
not be assigned, in whole or in part, by either parfy
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
AllPaid Agree. No. )OOO( ST-Name of Entity, 20Ylt\dONDD
(AllP otd.lAFom*ra2| 20li't4R I 5 - GENE ML)
occrurence ofany contingency beyond the contol of
the non-performing party including, butnot limited to,
work stoppages, fires, civil disobedience, riots,
rebellions, terorism, loss of power or
telecommunications, flood, storm, Acts of God, and
similar occwrences. This Agreement shall be
govemed 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 thc party to be charged and a waiver of
any portion of this Agreement shall not be deemed a
waiver or renunciation of olher 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 adjudioated by any
court of competent jurisdiction to be invalid, illegal,
void, or unenforceable, all other provisions of this
Agreement shall remain in firll 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 agro€ments 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 notioe to Participant of such change(s) and
may modifr fees per Section 3.
IREMAINDER OF PAGE INTENTIONALLY
BLANKI
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 insfrument. All signed fa,r
lPARTrCrPAtrTl
or electronically imaged counterparts to this
Agreement shall be deemed as valid as originals.
ALLPND,INC.
Title:
Date:
et
By:By:
Title:
Date:
.spFLtP tt
/- 9e. kt
aww
AllPaid Agree. No. )OOO( ST-Name of Entity, 20yy-l{ONDD
(A I I P at d_PAF o n _ra 2 0 2 0l'tAR I 5 - GE NEML)
Page 4 of5
EXHIBIT B
ATTACHMENT (A'' - SERVICE F'EES
Service Fees may be the rasponsibility ofPayer, Participan! or sharpd by Payer and Participant Unless Participant advises
AllPaid otherwise, Participant will be presumed to have chosen that Payers shall be responsible for all Serviie Fees. tf
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 dcbit authorization form AllPaid provides.
Participant must allow AllPaid 30 days to make any changes Participant requests to the Service Fee responsibility.
ALL SERWCE FEES ARE NON.REFIJNDABLE
REVENUE SI{ARINNG PLA}I
PAID ONLY G{ BATL NArtsACN(E{ FEB S(nU'I8S ffi AI's:
For Rwen,ue Sharing Plan entitles Partioipant to receive compensation for, the fe€ AllPaid charges card holden for ib
specialized service,s as outlined in Sewice Fee Schedule for Bail Pq'ments. Allpaid will send participant a detailed report by
the I 5th day of lhe month following fie monfir for which revenue sharing is due along with a check. Iire check will - .rount
equal to l5olo of the 7o/o ferls collected in total for the processing of bail pa;nnents to the Participant during fie immediately
preceding month for which transactions are processed.
AllPaid Agree. No. )OOO( ST-Name ofEntig, 2oyndONDD
(AllPrid -PAFomlr*2|20InAN 5 - GENEML)
7.0o/"
Cardholders posting cash bail ontine may attempttransactions of up
to $50,000 and Cardholders posting cash bait iia Catt Center/Live
Agent may attempttransactions of up to $10,000.
There is no additional charge for call center/LiveAgenf assistance for
cash bail posfings.
Payments made via webt}ov$wipe Telephone'Assisted Payments
(call center/live agents)
Transaction Range seruice Fee Transaction Range service Fee
$0.01 > $50.00 $1.75 $100.01 > $50.00 $5.50
$50.01 > $75.00 $2.00 $15O.Ol > $75.00 $S.7S
$75.01 > $100.00 $3.00 '
$75.01
'> '$100.00 '
$7.00
$100.01 . > . $150.00 $S.OO $10O.Ol > $150.00 $9.00
$150.01 > $200.00
' $7.00 '$150.01 > $20O.OO $11.00
For each additional increment of $50.00, or portion thereof, add 91.7S
Page 5 of5