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 (IndependentContractor),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.09/24/2018)
Page 1 of 17
IN WITNESS WHEREOF,the parties have executed this Agreement this I ß day of
,2021.
ALLPAID,INC.COUNTY OF KITTI S
BOAR OF COUN COMMiBEÏÏONERS
Signature of Signatory Brett achsrnith,Cliairman(Date41 20>)
Print Name of Signatory Mcz,Vice-Chairman
ABSENT
Cory Wright,Commissioner
COUNTY OF KITTITAS
SHERIFF'S OFFICE
rk of the oard -Julie KjorsvikSHMS
a a o un eputy Clerk of the Board -Mandy Buchholz
APP ED AS TO FORM:
Douglas R.itchell,
Deputy P ecuting Attorney
Contractor Address:County's Address:710To nomÁnn QÁ 205 West 5th Avenue,Suite 108
,y ;§e Ellensburg,WA 98926
Professional Services Agreement (rev.09/24/2018)
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GENERAL CONDITIONS
1.Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials setfodh 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 peiform 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.Accountinq 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.09/24/2018)
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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 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 eamed 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 Senrices Agreement (rev.09/24/2018)
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10.Requlations and Requirement:
This Agreement shall be subject to all laws,rules and regulations of the United States of
America,and State of Washington,and political subdivisions of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11.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 whatevermeans 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
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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 &IndemnityAqreement:
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.09/24/2018)
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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.Withholdinq 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 fodh 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 othenvise 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.
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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 commencementdate such
licenses,permits and other authorizationsfrom federal,state and other
governmentalauthorities,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 judgmentof 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 Infrinqement:
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.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.
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 suppoding
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:
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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 5th 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.Severability:
If any term or condition of this Agreement or the application thereof to any person(s)or
circumstances is held invalid,such invalidity shall not affect other terms,conditions or
applications which can be given effect without the invalid term,condition or application.To
this end,the terms and conditions of this Agreement are declared severable.
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 Services Agreement (rev.09/24/2018)
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30.Nondiscrimination:
30.1 The County is an equal opportunityemployer.
30.2 Nondiscrimination in Employment
In the performance of this Agreement,the Contractorwill 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 employmentwithout
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
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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 judgmentrendered
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.
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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 Agreernent.
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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 pedormance 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
O 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
•$annual aggregate
O Property Damage
The Contractor shall provide a policy that covers damage to Kittitas County
facilities,including buildings,equipment,grounds,etc.Such policy shall provide
the following minimum coverage:
•$per occurrence
Umbrella Coveraqe
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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.
•Amount required for this Agreement:$
Contractor shall furnish the County a Certificate of Insurance to include the Policy
Endorsements/Exclusionsas 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
whatsoeverto any tools,Contractor's employee-ownedtools,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
PARTICIPATIONAGREEMENT
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 payments associated with reducing or avoiding a
above-named entity ("Participant")and AllPaid agree term of incarceration,"Service Fee Schedule for
that AllPaid is to act as Participant's agent for the Criminal Justice-Related Payments"applies.
limited purpose of receiving payments from Payers on
Participant's behalf and Participant expressly •For payment of civil fines or fees,"Service Fee
authorizes AllPaid to act as its agent for the receipt of Schedule for Civil Fines and Payments"
Payer funds.Payment from the Payer to AllPaid by use applies.
of AllPaid's payment processing services shall be
considered payment to Participant,extinguishing the AllPaid will apply its then-current Service Fee to the
Payer's payment obligation to Participant (in the payment types Participant has selected for processing
amount paid by the Payer)as if the Payer had paid under this Agreement.AllPaid may modify any or all
Participant directly,subject to any right Participant has Service Fees at its sole option,providing Participant
to reject such transaction.AlIPaid,and not the with 30 days'advance written notice.ALL SERVICE
individual Payer,is solely liable to Participant for FEESARENON-REFUNDABLE.AllPaidreserves
Payer funds if AllPaid fails to remit funds to the right to charge Participant for services or
Participant from Payers using AllPaid's services and equipment beyond the scope of this Agreement,such
AllPaid accepts such appointment subject to any as custom software development,non-AllPaid
conditions and limitations in this Participation standard peripheral devices,and other services and
Agreement and any attachments hereto ("Agreement").support as the parties may agree upon.
AllPaid shall provide Participant with training,
documentation,and electronic and telephonic support at 3.Disputes and Chargebacks.AllPaid shall be
AllPaid's expense.AllPaid shall cause funds to be responsible for handling all transaction disputes
forwarded electronically to such account as Participant associated with Payers'use of cards to make payments
designates within two banking days after transaction to Participant through AllPaid.Further,AllPaid shall
authorization.AllPaid shall provide Participant with be responsible for all chargebacks initiated not more
participation procedures that Participant must follow than 180 days after the transaction.If AllPaid
in using AllPaid's payment services.determines that a chargeback may be inappropriate,
AllPaid expects Participant to provide reasonable
2.Fees.AllPaid shall collect the Service Fees shown assistance in any challenge AllPaid makes to the
in Attachment "A"based on type of payment chargeback.AllPaid reserves the right to adjust
processed from the Payer or from Participant,as service and security levels as AllPaid reasonably
Participant specifies to AllPaid,on behalf of deems necessary to maintain payment security and
Participant,retaining such Service Fees as its sole integrity.
compensation.Participant may select any or all of the
payment types available as follows:4.Warranties.Each party warrants that this
Agreement is valid,binding,and enforceable against
•For cash bail/bond payments,"Service Fee such party in accordance with its terms and that each
Schedule for Bail Payments"applies.party has full power and authority to execute and
deliver this Agreement and to perform its obligations
•For criminal justice-related payments,such as hereunder.AllPaid further warrants that during the
fees for probation management,electronic performance of this Agreement,AllPaid (i)shall
monitoring,work release,restitution,or other provide services in a non-discriminatory manner and
AllPaid Agree.No.XXXX ST-Name of Entity,20YYMONDD Page 1 of 5
(AllPaid PAForm _rev2020MAR15 -GENERAL)
shall not deny services or employment on the basis of employer and employee between the parties or to
race,creed,color,national origin,sex,age,disability,provide either party with the right,power,or authority,
sexual orientation,military status,marital status,or any expressed or implied,to create any such duty or
other legally protected class;(ii)will comply with all obligation on behalf of the other party.
applicable laws and regulations and the rules and
procedures applicable to the credit and debit card 7.Taxes.AllPaid shall be responsible for the payment
brands it accepts and processes;and (iii)in accordance of all taxes legally imposed upon its services,
with then-current PCI DSS requirements,will
maintain proper security and responsibility for Payer 8.Notices.All legal notices permitted or required by
data while it is in AllPaid's possession,all at AllPaid's this Agreement shall be in writing and given to the
sole cost.Participant further warrants that respective parties in person,by first class mail,by
Participant's decisions and instructions to AllPaid recognized private courier,or by facsimile (with a hard
with respect to Payer responsibility for payment of all copy following)directed to the address first stated in
or any part of the Service Fee shall conform with this Agreement or to such other person or place that
applicable law.the parties may from time to time designate (if to
AllPaid,note "Attention:Account Services").Notices
5.Indemnification and Disclaimers.AllPaid shall and consents under this section shall be deemed to be
indemnify and save harmless Participant,its agents,received,if sent by mail or courier,five days following
officers,and employees from responsibility or liability their deposit in the U.S.Mail or with such courier or,
for all damages,costs,expenses,(including reasonable if sent by facsimile,when such facsimile is transmitted
attorney fees and defense costs)relating to death or to the number the intended recipient provides and
bodily injury or damages to physical property directly sender receives a confirmation that such facsimile was
resulting from AllPaid's performance under this transmitted.
Agreement.ALLPAID ACCEPTS NO
RESPONSIBILITYFOR SECURITY OF PAYER 9.SERVICE CHANGES:Participant is responsible
DATA ON SYSTEMS OTHER THAN THOSE for advising AllPaid as to the types of payments
CONTROLLED BY ALLPAID.ALLPAID AllPaid is authorized to accept on Participant's behalf
LIABILITY WITH RESPECT TO PAYMENTS (per the fees and conditions in Attachment "A")and
PROCESSED HEREUNDER IS LIMITED TO the type of service and equipment modes that will
MAKING PAYMENTS IN THE AMOUNTS apply to each payment type.Participant may at any
AUTHORIZED.ALLPAID IS NOT A SURETY time (i)authorize AllPaid to accept additional types of
AND PROCESSING A PAYMENT THROUGH payments,(ii)cancel the processing through AllPaid
ALLPAID DOES NOT GUARANTEE ANY of any types of payments,(iii)modify the service or
PARTICULAR OUTCOME INCLUDING,BUT equipment modes (from among Internet,telephone,
NOT LIMITED TO,A DEFENDANT'S COURT Internet and telephone,Gov$wipe®,etc.),(iv)modify
APPEARANCE OR FULL SATISFACTION OF the account(s)to which AllPaid shall direct payments
A FINANCIAL OBLIGATION.OTHER THAN to Participant,or (v)add other agencies,departments
WARRANTIES EXPLICITLY MADE IN THIS or sub-agencies ("Affiliated Agencies")to,or delete
AGREEMENT,ALLPAID DISCLAIMS ALL Affiliated Agencies from Participant's use of any
WARRANTIES OR REPRESENTATIONS OF AllPaid services and equipment by specifying all such
ANY KIND,EXPRESS OR IMPLIED.NEITHER changes to AllPaid in writing.Any such changes will
PARTY SHALL BE LIABLE FOR INCIDENTAL,be subject to AllPaid acknowledgment and acceptance
INDIRECT,PUNITIVE,OR CONSEQUENTIAL in writing and any verification process AllPaid may
DAMAGES EVEN IF ADVISED OF THE require.For purposes of this subsection only,"in
POSSIBILITY OF SUCH DAMAGES.writing"shall mean via letter,facsimile,or email (if to
PARTICIPANT BEARS RESPONSIBILITY FOR AllPaid,to accountservices@allpaid.com).AllPaid
ANY ADMINISTRATIVE ACTIONS IT MAY reserves the right to adjust service and security levels
TAKE IN CONNECTION WITH SERVICES as AllPaid reasonably deems necessary to maintain
PROVIDED UNDER THIS AGREEMENT.payment security and integrity.
6.Independent Contractor.AllPaid shall provide all 10.Gov$wipe.AllPaid will provide Participants that
services to Participant as an independent contractor.select Gov$wipe with card readers and peripheral
Other than the limited agency of AlIPaid to accept equipment (cables,etc.),which are and will remain the
payments for Participant,nothing contained herein property of AllPaid.Participant understands that
shall be deemed to create any association,partnership,AllPaid card readers are embedded with proprietary
joint venture,or relationship of master and servant or technology ("Firmware").AllPaid grants Participant
AllPaid Agree.No.XXXX ST-Name of Entity,20YYMONDD Page 2 of 5
(AllPaid_PAForm_rev2020MARl]-GENERAL)
a license to use such card readers and Firmware for the occurrence of any contingency beyond the control of
duration of the Agreement.Participant's use of card the non-performing party including,but not limited to,
readers and Firmware shall be limited to the purposes work stoppages,fires,civil disobedience,riots,
of this Agreement.Acceptance and use of card rebellions,terrorism,loss of power or
readers does not convey to Participant any title,patent,telecommunications,flood,storm,Acts of God,and
copyright,or other proprietary right in or to the similar occurrences.This Agreement shall be
Firmware.At all times,AllPaid or its suppliers retain governed by the internal laws of the state in which
all rights to the Firmware,including but not limited to Participant is located.Litigation regarding this
updates,enhancements,and additions.Participant Agreement shall be filed in state or federal courts of
shall not attempt to access or disclose the Firmware to appropriate jurisdiction in or near the county in which
any party,or transfer,copy,license,sub-license,Participant is located.Any waiver must in in writing
modify,translate,reverse engineer,decompile,and signed by the party to be charged and a waiver of
disassemble,tamper with,or create any derivative any portion of this Agreement shall not be deemed a
work based on Firmware,waiver or renunciation of other portions.Rights and
obligations under this Agreement which by their
Participant will use reasonable care to protect card nature should survive will remain in effect after
readers from loss,theft,damage or any legal termination or expiration hereof.In the event that any
encumbrance.AllPaid shall provide card readers and provision of this Agreement is adjudicated by any
installation instructions at service implementation and court of competent jurisdiction to be invalid,illegal,
when providing any replacement or additional card void,or unenforceable,all other provisions of this
readers by shipment to a location Participant Agreement shall remain in full force and effect.
designates or,at AllPaid's option,Participant will
allow AllPaid and its designated representatives 12.Completeness.This Agreement including its
reasonable access to Participant's premises for authorized attachment(s)is the entire agreement
training purposes and device installation,repair,between the parties and expresses the complete
removal,modification,upgrades,and relocation.understanding of the parties,superseding all prior or
contemporaneous agreements with regard to the
Card readers for use with Gov$wipe are designed to subject matter herein.This Agreement may not be
communicate Payer data to A11Paid through altered,amended or modified except in a writing
Participant's computing equipment to which they are incorporated hereto and signed by the parties,
cable-attached via USB port.Internet access to provided,however,that AllPaid may revise the terms
AllPaid is required for transaction processing via of this Agreement if required to comply with law,
Gov$wipe and is enabled solely by Participant's regulation,or card industry rules and AlIPaid provides
computers and networks.Participant is responsible to prompt notice to Participant of such change(s)and
use standard safeguards and practices to keep its may modify fees per Section 3.
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 [REMAINDER OF PAGE INTENTIONALLY
hardware of any kind.A11Paid is solely responsible for BLANK]
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
AllPaid Agree.No.XXXX ST-Name of Entity,20YYMONDD Page 3 of 5
(AllPaid_PAForm_rev2020MARJ5 -GENERAL)
13.Execution.This Agreement may be executed or electronically imaged counterparts to this
simultaneously in multiple counterparts,each of which Agreement shall be deemed as valid as originals.
is deemed an original,but all of which taken together
constitute one and the same instrument.All signed fax
[PARTICIPA ]In
SPti (
By:By:
Title:Egfa.tt f Title:
Date:(-3 Date:|p
aDpaid
AllPaid Agree.No.XXXX ST-Name of Entity,20YYMONDD Page 4 of 5
(AllPaid_PAForm_rev2020MARl3 -GENERAL)
EXHIBIT B
ATTACHMENT"A"-SERVICE FEES
Service Fees may be the responsibility of Payer,Participant,or shared by Payer and Participant.Unless Participant advises
AllPaid 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
Service Fee Schedule for Cash Bail Payments
(service fee schedules #97 b)
7.0%
Cardholders posting cash bail online may attempt transactions of up
to $50,000 and Cardholders posting cash bail via Call Center/Live
Agent may attempt transactions of up to $10,000.
There is no additional charge for Call Center/Live Agent assistance for
cash bail postings.
Telephone-Assisted PaymentsPaymentsmadeviaweblGov$wipe (call centerIlive agents)
Transaction Range Service Fee Transaction Range Service Fee
$0.01 >$50.00 $1.75 $100.01 >$50.00 $5.50
$50.01 >$75.00 $2.00 $150.01 >$75.00 $5.75
$75.01 >$100.00 $3.00 $75.01 >$100.00 $7.00
$100.01 >$150.00 $5.00 $100.01 >$150.00 $9.00
$150.01 >$200.00 $7.00 $150.01 >$200.00 $11.00
For each additional increment of $50.00,or portion thereof,add $1.75
REVENUE SHARINNG PLAN
PAID ONLY ON BAIL TRANSACITON FEB SCHEDULES #97 b
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 ofthe 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.
AllPaid Agree.No.XXXX ST-Name of Entity,20YYMONDD Page 5 of 5
(AllPaid PAForm rev2020MARJ5 -GENERAL)