CN-550000-BEB47.pdf

ATTACHMENT 5

AGENCY PARTICIPATION

AGREEMENT BETWEEN

NIC SERVICES, LLC

and

This Participation Agreement, effective as of the date last signed below, is entered into between NIC Services, LLC (Contractor), and

(Participant), an Agency Participant, in accordance with the contract (No. TR227) entered into between the Contractor and the Department of Financial

Services (Department), together with the attachments thereto (e-Payment Collection and

Processing Services Contract).

I. PARTICIPATION TERMS AND CONDITIONS

A. Capitalized terms used in this Participation Agreement, other than those specifically defined herein, have the meanings prescribed in the e-Payment Collection and

Processing Services Contract’s Attachment 2, Statement of Work.

B. By signing this Participation Agreement, the Participant and the Contractor agree to be bound by the terms of this Participation Agreement and the e-Payment Collection and

Processing Services Contract in the performance of their obligations. By signing below, the Participant represents that a copy of the e-Payment Collection and Processing

Services Contract has been provided or made available to it. The Participant further represents that it agrees to be bound by the terms of the Agency Participant Sub-

Merchant Processing Agreement (No. TR226) as a Sub-Merchant and that it will comply with all of its obligations under that agreement.

C. The Participant hereby authorizes the Contractor to share with the Department any and all information (excluding a Customer’s personally identifiable information) that the

Contractor has or obtains pursuant to this Participation Agreement or the e-Payment

Collection and Processing Services Contract.

II. PARTICIPANT’S INFORMATION

Any material provided by the Participant that is marked “Confidential” may only be used by the Contractor, Payment Card Organizations, or other necessary third parties to perform services under this Participation Agreement. At any reasonable time, the Contractor or any

Payment Card Organization may audit the Participant’s records relating to this Participation

Agreement.

Florida Department of Transportation

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BEB47

III. FEES TO BE PAID TO CONTRACTOR

Pricing for the services provided hereunder is set forth in the e-Payment Collection and

Processing Services Contract’s Attachment 3, Price Response. In accordance with the terms set forth in the e-Payment Collection and Processing Services Contract, invoicing will occur monthly.

IV. EFFECTIVE DATE AND TERMINATION

A. Unless terminated earlier by either party, this Participation Agreement will remain in full force and effect until the earlier of (i) termination, cancellation, or expiration of the e- Payment Collection and Processing Services Contract or (ii) any date provided here:

B. Subject to the Department’s approval, which must be obtained in accordance with the requirements of section 215.322, F.S., the Participant may terminate this Participation

Agreement at any time by giving the Contractor ninety (90) days’ written notice. The

Participant may also terminate this Participation Agreement after a default by the

Contractor, as provided in the e-Payment Collection and Processing Services Contract.

V. NOTICES AND REQUESTS

A. See Section 40, Notices, of the e-Payment Collection and Processing Services

Contract’s Attachment 1, Standard Terms and Conditions, for details pertinent to the provision of “written notices” or notices “given in writing.”

B. Routine notices required by Addendum C, Selected Portions of the Contractor’s BAFO, may be delivered by e-mail to the e-mail address specified in the addendum or, if not so specified therein, specified by the Contract Manager of the party receiving the notice.

C. The Participant shall submit all requests for new services or POS equipment or supplies, for replacement POS equipment or supplies, or for short-term rental of POS equipment to the Department’s Contract Manager via e-mail. If approved, the Department will initiate the request to the Contractor on behalf of the Participant.

D. If the Participant has grounds for any claim, counterclaim, or dispute related to this

Participation Agreement, it shall notify the Department so that the Department can proceed with the process outlined in Section 8, Dispute Resolution, of the e-Payment

Collection and Processing Services Contract’s Attachment 1, Standard Terms and

Conditions. The Participant shall provide the Department with all information and assistance necessary to complete said process.

E. The Participant shall copy the Department on all e-mails to the Contractor related to the

N/A

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Participant’s transition during the Project.

VI. MISCELLANEOUS PROVISIONS

A. This Participation Agreement, incorporating the terms of both the e-Payment Collection and Processing Services Contract and the Agency Participant Sub-Merchant Processing

Agreement, contains the entire understanding of the parties and supersedes any and all previous discussions, proposals, or agreements, if any, between the parties with respect to the subject matter hereof.

B. This Participation Agreement may not be amended except by an instrument in writing signed by an authorized representative of each party.

C. This Participation Agreement is binding on the parties and their successors and assigns.

D. All implementation and testing will be completed prior to the Participant’s Go-Live date, which will be specified on the Participant’s Implementation Plan.

E. In the event that the Contractor is liable for damages under the e-Payment Collection and Processing Services Contract that exceed the Contractor’s cap on liability set forth in that contract, such damages will be paid out to the affected Participants proportionally based on the damages to each Participant as directed by the

Department.

F. The Participant’s liability to the Contractor under this Participation Agreement is set forth in Section 15, Limitation of Liability, of the e-Payment Collection and

Processing Services Contract’s Attachment 1, Standard Terms and Conditions. The

Participant’s liability to Contractor’s Service Providers under this Participation

Agreement is set forth in Section 9, Warranties; Exclusion of Consequential Damages;

Limitation on Liability, of the Agency Participant Sub-Merchant Processing

Agreement.

VII. PARTICIPANT’S CONTRACT MANAGER

Changes to the name or contact information of the Contract Manager listed below will be made in accordance with Section 2.c., Contract Managers, of the e-Payment Collection and

Processing Services Contract’s Attachment 1, Standard Terms and Conditions.

Participant’s Contract Manager:

Patricia Ruffino

Sanford, FL 32771

321-257-7167

Fax N/A

801 SunRail Drive

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Patricia.Ruffino@dot.state.fl.us-

VIII. PUBLIC RECORDS

The following information is provided in accordance with section 119.0701, F.S.:

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, F.S., TO THE CONTRACTOR’S

DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE

PARTICIPATION AGREEMENT, CONTACT PUBLIC RECORDS

AT:

Telephone: 321-257-7174

Email: Nadia.Hernandez@dot.state.fl.us

Mailing Address: SunRail, 801 SunRail Dr. Sanford FL 32771

NIC Services, LLC

Participant’s

Name:

By:

Printed Name:

Title:

Date:

Contractor’s

Name:

By:

Printed Name:

Title:

Date:

Charles M. Heffinger, Jr., P.E.

CFRC/SunRail Chief Operations Officer

Sloane Wright

President

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4/29/2021

4/29/2021

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