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Home My WebLink AboutFranklin PUD and Basin Disposal, Inc. - Joint Lease and Use of Utility Payment KiosksPage 1 of 4 AGREEMENT NO. 9624 JOINT LEASE AND USE OF UTILITY PAYMENT KIOSKS BETWEEN PUBLIC UTILITY DISTRICT NO. 1 OF FRANKLIN COUNTY AND CITY OF PASCO AND BASIN DISPOSAL INCORPORATED This AGREEMENT is made and entered into this _________ day of _____________________, 2020, between the PUBLIC UTILITY DISTRICT NO. 1 OF FRANKLIN COUNTY, hereinafter called the “DISTRICT,” the CITY of PASCO, hereinafter called the “CITY,” and BASIN DISPOSAL INCORPORATED, hereinafter called “BDI”. Jointly these partners may also be referred to herein as “PARTIES”. WHEREAS the DISTRICT, the CITY and BDI intend to lease UTILITY PAYMENT KIOSKS, hereinafter called “KIOSKS” from US Payments to be placed throughout FRANKLIN COUNTY; and WHEREAS The DISTRICT, CITY and BDI see value in offering additional payment options for customers in FRANKLIN COUNTY, and implementing a network of payment kiosks (“KIOSKS”) provides customers additional payment options; WHEREAS. The KIOSKS also provide the participating PARTIES the ability to collect payments and help manage customer accounts, the need for which was demonstrated by the COVID-19 Pandemic of 2020; WHEREAS. the cost sharing provided by this agreement will benefit all of the PARTIES in excess of their contribution to the costs and expenses of maintaining and repairing the KIOSKS and will benefit their customers by lowering the expenses of maintaining individual KIOSKS by each utility; NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. KIOSK LEASE 1.1 The PARTIES agree that they will share the expenses and responsibilities for KIOSKS jointly leased from US PAYMENTS pursuant to this AGREEMENT. 1.2 This AGREEMENT shall become effective only after the PARTIES have all jointly entered into a binding lease agreement for a KIOSK or for KIOSKS with US PAYMENTS. 1.3 KIOSK location participation will be defined via addendum to this AGREEMENT. Any Kiosk not identified in an addendum to this AGREEMENT shall not be subject to or governed by this SR 12/03/2020 Agreement 9624 Page 2 of 4 AGREEMENT but instead shall be the sole and separate responsibilities of the PARTY or PARTIES who contracted for and requested said KIOSK from US PAYMENTS. 1.4 PARTIES signing this agreement agree to participate in the full term of the initial KIOSK lease from US PAYMENTS. 1.5 Additional parties may be added to this AGREEMENT by majority vote of the then-existing PARTIES after all then-existing PARTIES have conferred regarding the benefits and risks of adding the proposed additional party or parties. In the event additional parties are added, the cost shares provided for in this AGREEMENT shall be split equally among all of the then-parties to this AGREEMENT. 1.6 THE DISTRICT will provide electrical and fiber infrastructure builds and repairs as necessary related to KIOSKS and will charge PARTIES their proportionate share (split equally between the PARTIES) on an actual cost basis. 1.7 PARTIES will not share customer information except in the case where a customer appears to have made a mis-payment and the customer is made aware and agrees that the PARTIES may share the information to try to resolve the situation. 2. MAINTENANCE AND REPAIRS 2.1 Each Party will be responsible for maintenance and repairs at locations controlled or owned by that Party. The PARTIES will share equally maintenance and repair expenses at shared KIOSKS located on other properties. 2.2 THE DISTRICT will provide electrical and fiber infrastructure repairs as necessary related to KIOSKS and charge the other PARTIES their equal share on an actual cost basis 3. PAYMENTS 3.1 The DISTRICT will serve as the primary leasing party with US PAYMENTS and will bill, no less than QUARTERLY, other participating PARTIES for their proportionate share of lease, supply and other expenses. 4. TERM/CANCELLATION 4.1 This AGREEMENT shall commence on the date the AGREEMENT is signed by all PARTIES and shall continue for the initial term of the lease with US PAYMENTS. 4.2 The AGREEMENT shall then be automatically renew annually unless a PARTY provides at least SIX (6) MONTHS notice of termination. Agreement 9624 Page 3 of 4 4.3 Any new AGENCY partners will be bound into the then-current term of the existing AGREEMENT. 5. MODIFICATION 5.1 No modification of this AGREEMENT shall be valid unless evidenced in writing and signed by all PARTIES. No verbal agreement may waive, supersede, replace or amend this section. 6. INTEGRATION 6.1 This AGREEMENT constitutes the final and complete integrated agreement between the parties concerning its subject matter, and supersedes all previous agreements, negotiations, representations, or discussions between or among the PARTIES regarding the subject matter hereof. 7. ASSIGNMENT 7.1 Parties to this AGREEMENT shall not be allowed to transfer or assign any right or obligation hereunder without prior written consent of all the other parties. 8. SEVERABILITY 8.1 Should any part, term or provision of this AGREEMENT be determined to be invalid, the remainder of this AGREEMENT shall not be affected and shall continue in full force and effect. 9. INDEMINIFICATION AND HOLD HARMLESS 9.1 Each of the parties to this AGREEMENT shall protect, defend, indemnify and hold harmless the other PARTIES, and their officers, officials, employees, and agents, while acting within the scope of their employment as such, from any and all costs, claims, judgment, and/or awards of damages, arising out of, or in any way resulting from each of the party’s negligent acts or omissions. No party will be required to indemnify, defend, or save harmless the other parties if the claim, suit or action for injuries, death or damages is caused by the sole negligence of the party. Where such claims, suits, or actions result from concurrent negligence of the parties, the indemnity provisions provided herein shall be valid and enforceable only to the extent of the party’s own negligence. Each of the parties agree that its obligations under this paragraph extend to any claim, demand and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, each of the parties, by mutual negotiation, hereby waives, with respect to the other parties only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event that either of the parties incurs any judgment, award, and/or cost arising therefrom, including attorneys’ fees, to enforce the provisions of this Section, all such fees, expenses, and costs shall be recoverable from the responsible party to the extent of that party’s culpability. This indemnification shall survive the termination of this AGREEMENT. Agreement 9624 Page 4 of 4 10. CONTROLLING LAW AND VENUE 10.1 This AGREEMENT is entered into under the laws of the State of Washington. 10.2 In the event that either party deems it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, that action or proceeding shall be brought solely in the Washington State Superior Courts for Benton or Franklin County, Washington and in no other court. 11. NO PARTNERSHIP OR THIRD PARTY RIGHTS 11.1 This AGREEMENT shall not be interpreted or construed to create an association, joint venture or partnership between the parties, or to impose any obligations or liability upon either party. 11.2 This AGREEMENT shall not be construed to create rights in or grant remedies to any third party as a beneficiary of this AGREEMENT. This AGREEMENT entered into as of the day and year last signed. CITY BDI CITY OF PASCO BASIN DISPOSAL INCORPORATED _______________________________________ _______________________________________ By: Dave Zabell___________________________ By: _Darrick Dietrich______________________ Title: City Manager_______________________ Title: President___________________________ Date: __________________________________ Date: __________________________________ DISTRICT PUBLIC UTILITY DISTRICT NO. 1 OF FRANKLIN COUNTY _______________________________________ By: Scott Rhees___________________________ Title: General Manager_____________________ Date: __________________________________ 11/24/2020 12/03/2020 12/03/2020