Loading...
HomeMy WebLinkAbout111813_ca09JEFFERSON COUNTY PUBLIC HEALTH Consent Agenda 615 Sheridan Street o Pork Townsend 0 Washington o 98368 wwwj . effer' SOrICOUrltypLibBichea]Ri,org October 14, 2013 JEFFERSON COUNTY r F= F�� BOARD OF COUNTY COMMISSIONEk�� AGENDA REQUEST TO: Board of County Commissioners Philip Morley, CountV Administrator FROM: Jean Baldwin, Director DATE: "ov �"-" ry, � c'... r SUBJECT: Agenda Item — Professional Services Agreement with Wall Fly Films for Developmental Disabilities video interviews; October 2, 2013 — June 30, 2014; $1,500 STATEMENT Qf -15-S-U—E. Jefferson County Public Health, Developmental Disabilities Division, requests Board approval of the Professional Services Agreement with Wall Fly Films for Developmental Disabilities video interviews; October 2, 2013 - June 30, 2014; $1,500 ANALYSIS/ STRATEGIC GOALS/ PRO'S and CON'S: Wall Fly Films, known for their social issue documentaries, is working with the County to create and edit video interviews of people with developmental disabilities, who are working in Jefferson County, and their employers. The purpose of this film will be to illustrate to the community the value of people with developmental disabilities employed in the community. With the correct job match, people with developmental disabilities can become contributing members of the normal community, pay taxes and make regular wages. FISCAL IMPACTICOST BENEFIT ANALYSIS: The contract s funded by the Division of Disabilities Administration. RECOMMENDATION: 3CPH management request approval of the Professional Services Agreement with Wall Fly Films for Developmental Disabilities video interviews; October 2, 2013 - June 30, 2014; $1,500 PROFESSIONAL SERVICES AGREEMENT BETWEEN JEFFERSON COUNTY AND Wall Fly Films LLC This agreement is entered into between the County of Jefferson, a municipal corporation, hereinafter referred to as "the County" and the Wall Fly Films LLC hereinafter referred to as "the Subcontractor" in consideration of the mutual benefits, terms, and conditions hereinafter specified. Section 1. Desitmation The County, on behalf of the Jefferson County Public licalth, the Developmental Disabilities Program, acting in compliance tinder the Contract with Wall Fly Films LLC in agreement with the terms and conditions of the Statement of Work hereby contracts with the Subcontractor to perform duties as described in Exhibit A. Section 2. Terms This agreement shall commence on October 2, 2013 and continue through June 30, 2014 unless terminated as provided herein. The agreement may be extended beyond June 30, 2014 upon mutual written consent of the County and the Subcontractor. Section 3. Scope of Atireemen The Subcontractor agrees to perform the services, identified on Exhibit "A" A. The Subcontractor works for the Jefferson County Developmental Disabilities Program to support its goals and objectives. B. The specific duties of the Subcontractor are outlined in Exhibit A. C. The Subcontractor shall provide reporting detailed in Section 10. Section 4. Compensation 'FlIC Subcontractor shall be paid by the County for completed work and for services rendered under this agreement as follows: A. Payment for the work provided by the Subcontractor shall not exceed a total of $1,500.00, ($500 per completed video, up to three completed videos) in the completion of this project without express written amendment signed by both pat-ties to this Agreement. B. The Subcontractor may submit invoices to the County for work completed to date. The County will review such invoices, and upon approval thereof, payment will be made to the Subcontractor in the amount approved. C, The County will make final payment of any balance due the Subcontractor promptly upon its ascertainment and verification after the completion of the work under this agreement and its acceptance by the County. WaH Fly Films LLC D, The Subcontractor records and accounts pertaining to this agreement are to be kept available for inspection by representatives of the County and state for a period of six (6) years after final payments. Copies shall be made available upon request. E, Ownership and use of documents. The Subcontractor acknowledges and agrees that any and all work product directly connected and/or associated with time services rendered hereunder, including but not limited to all documents, drawings, specifications, writings, samples, reports, pictures and the like which the Subcontractor drafts, makes, conceives, develops in the performance of theservice hereunder, either solely and/or jointly with the County shall be the sole and exclusive property of the County, The Subcontractor further acknowledges that such material shall be considered work for hire and the Subcontractor acknowledges the County's sole and exclusive right to such copyright, patent, trademarks, trade names, and other intellectual property right claims for said materials. Other materials produced by the Subcontractor in connection with the services rendered under this agreement shall be the property of the County whether the projects for which they are made are executed or not. The Subcontractor shall be permitted to retain copies, including reproducible copies, of drawings, writings, samples, reports, and specifications for information, reference, and use in connection with Subcontractor endeavors, The Subcontractor agrees not to publish, submit for publication, display or otherwise use said material for any reason whatsoever, without the express written consent of the County. Section 5. Compliance with laws The Subcontractor shall, in performing the services contemplated by this agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services to be rendered tinder this agreement. Section 6. Indemnification .... ......... — The Subcontractor shall indemnify, defend and hold harmless the County, its officers, agents and employees, from and against any and all claims, lawsuits, demands for money damages, losses or liability, or any portion thereof, including attorney's fees and costs, arising from any injury to person or persons (including the death or inJury of the Subcontractor or damage to personal property) if said injury or damage was caused by time negligent acts or omissions of the Subcontractor. Section 7, Insurance Tile Subcontractor shall obtain and keep in force during the terms of the Agreement, or as otherwise required. A. General Automobile Liability Insurance providing bodily injury and property damage liability converge for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $500,000 each occurrence. Subcontractor shall provide proof of insurance to the County in care of Developmental Disabilities County Coordinator at Jefferson County Public Health, Developillental Disabilities Program, 615 Sheridan St. Port Townsend, WA 98368 prior to commencing employment. B. The Contractor shall participate in the Worker's Compensation and Employer's Liability Insurance Program as may be required by the State of Washington. Wall Fly FlIms LLC C. Insurance policies and additional named insured endorsements obtained for the Subcontractor shall provide primary insurance coverage and also be non-contributory. Any insurance, self-insured retention, deductible, or risk retention maintained or participated in by the County shall be excess and not contributory to such insurance policies. All Subcontractor's liability insurance policies must be endorsed to show this primary coverage. D If the Subcontractor is required to be professionally certified or licensed by the State in the performance of services under this agreement he or she shall maintain professional liability insurance in the arnount of not less than one million dollars ($1,000,000). In no case shall such professional liability to third parties be limited in any way. E. It is agreed by the parties that insurers shall have no right of recovery or subrogation against the County (including its employees and other agents and agencies) it being the intention of the parties that the insurance policies listed above shall protect both parties and be primary coverage for any and all losses covered by the above-listed insurance policies. It is further agreed by the parties that any and all deductibles made part. of the above - listed insurance policies shall be assumed by, paid for and at the risk of the Subcontractor. Section 8. Independence The Subcontractor and the County agree that the Subcontractor is an independent Subcontractor with respect to the services provided pursuant to this agreement. Nothing in this agreement shall be considered to create the relationship of employer and employee between the parties hereto. The Subcontractor shall not be entitled to any benefits accorded County employees by virtue of the services provided under this agreement. The County shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance prograrn, otherwise assuming the duties of an employer with respect to employee. Section 9. AssignmOts and Subcontractin , The Subcontractor may sublet or assign any of the services covered by this agreement but only with the express written consent of the County. Section 10, Rogirting The Subcontractor will provide a completed copy of the video(s) and an invoice for billing to the County as identified in Exhibit A. The invoice along with a copy of tile video shall be mailed to Jefferson County Public Health in care of the Developmental Disabilities County Coordinator, 615 Sheridan, Port Townsend WA 983% Section 11. Termination A. Tile County reserves the right to terminate this contract in whole or in part, without prior written notice, in the event that expected or actual funding from any funding Source is withdrawn, reduced, or limited in any way after the effective date of this agreement. In the event of termination under this clause, the County shall be liable for only payment for services rendered prior to the effective date of termination. 13. This agreement may also be terminated as provided below: Wall Hy Films LLC 1. With 14 days notice by the Board of County Commissioners for any Reason, or 2. With 14 days notice by the Board of County Commissioners for non- performance of the specific job duties in Exhibit A. 3. With 14 days notice by the Subcontractor by voluntary resignation. Modification Section 12. This employment agreement may be modified at any time by written agreement of all parties Section 13. Integrated Aareement This Agreement together with attachments or addenda represents the entire and integrated agreement between the County and the Subcontractor and supersedes all prior negotiations, representations, or agreements writ-ten or oral between the parties. This agreement may be amended only, by written instrument signed by both County and Subcontractor. Approved this day of 2013 BOARD OF COUNTY COMMISSIONERS JEFFERSON COUNTY, WASHINGTON John Austin, Chairperson 4 i1contractor) DATE E11111. VI Deputy Clerk of the Board APPROVED AS TO FO ' ONLY: J By: ('41 1 11 �1617eV4 ... . ........... Jefferson County Civil Prosecuting �lrney Wall Fly Films L EXHIBIT A STATEMENT OF WORK Wall Fly Films LL C I. WORK STATEMENT Subcontractor will work with the County to create & edit video interviews of people with developmental disabilities who are working in Jefferson County in order to educate and inform the public. 11. PROGRAM DESCRIPTION A. TasLs 1, Subcontractor will work with the County to create & edit video interviews of people with developmental disabilities who are working in Jefferson County. The purpose will be to show the community the value of people with developmental disabilities employed in the community. Authorized releases for every individual interviewed will be completed. B. Requirements 1. Meet or have a phone meeting with the DD Coordinator when applicable. C. Reporting 1, Provide a completed copy of a video(s) and a signed invoice for billing. D. Performance Standards I . The Subcontractor shall provide Services. These services, as defined in Tasks Section ILA above. Z. The Subcontractor will adhere to the Requirements. These requirements as defined in Section 11.13 above. 3. The Subcontractor will adhere to the Reporting. Reporting as defined in Section ILL above. 4. The Subcontractor shall provide a bill for services with invoice and a completed video(s). Wall Fly Films LIC 5