HomeMy WebLinkAboutWhaleheart Productions Covid videos 615 Sheridan Street
Port Townsend, WA 98368
�eihson www.JeffersonCountyPublicHealth.org
Consent Agenda
Public Healt
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Mark McCauley, County Administrator
FROM: Veronica Shaw, Deputy Public Health Director
Bonnie Obremski, COVID-19 Communications Specialist
DATE: /4m vch 27f ZuZ_.
SUBJECT: Agenda item —Professional Services Agreement Modification with Whaleheart
Productions (videography); 08/31/2022-7/31/2023; $9,830
STATEMENT OF ISSUE:
Jefferson County Public Health is requesting Board approval for a modification of the Professional Services
Agreement with Whaleheart Productions. The original agreement stated the contractor would provide 5
individual videos, each shorter than one minute. The modification requested is for the contractor to, instead,
produce two videos that are more complex. One video is a comprehensive overview of Jefferson County
Public Health services that is 2 minutes long. The other video is one that promotes keeping up to date on
COVID-19 vaccines. That video is slated to be under a minute in length.
ANALYSIS/STRATEGIC GOALS/PROS and CONS:
Videos will combat the concept of a 'faceless government."They will give the community an opportunity to
see staff for the caring professionals and fellow community members they are. They will also provide yet
another way for the public to access and absorb public health information beyond the methods traditionally
used on a daily basis.
FISCAL IMPACT/COST BENEFIT ANALYSIS:
This agreement is funded by a National Association of County and City Health Officials (NACCHO) grant, as
part of NACCHO Equipping Local Health Departments to Build COVID-19 Vaccine Confidence (COVIED)
project.
RECOMMENDATION:
JCPH management requests approval of the modification of the Professional Services Agreement with
Whaleheart Productions; 08/31/2022-7/31/2023; $9,830
REVIEW BY:
At
Mark McCauley,#unty Administrator ate
Community Health Environmental Public Health
Developmental Disabilities 360-385-9444
360-385-9400 (f) 360-379-4487
360-385-9401 (f) Always working for a safer and healthier community
AD-22-047-A l
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Whaleheart Productions Contract No: AD-22-047-Al
Contract For: Video Production Term: 8/31/2022- 7/31/2023
COUNTY DEPARTMENT: Public Health
Contact Person: Bonnie otuemski
Contact Phone: #478
Contact email: bobremski@co.jefferson.wa.us
AMOUNT: $9,830 PROCESS: Exempt from Bid Process
Revenue: Cooperative Purchase
Expenditure: $9,830 Competitive Sealed Bid
Matching Funds Required: Small Works Roster
Sources(s) of Matching Funds Vendor List Bid
Fund# 127 RFP or RFQ
Munis Org/Obj 12756200 Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMRLT XCE n�080 AND CHAPTER 42.23 RCW.
❑
CERTIFIED: N/A: March 8,2023
❑
Signature Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: a N/A: ❑ March 8,2023
Signature Date
STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Laserfiche):
Electronically approved by Risk Management on 3/8/2023.
Contract modification.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 3/10/2023.
Contract amendment.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
1
AMENDMENT NO. 1
TO THE
PROFESSIONAL SERVICES AGREEMENT
FOR
VIDEO SERVICES
The above-referenced Professional Services Agreement between Whaleheart Productions and
Jefferson County, which commenced on November 21, 2022, is hereby amended as follows:
• Scope of Work
Whaleheart Productions will work with the client to plan for, shoot and edit the
following 2 videos:
1. Overview of Services (2:00)
This video has grown considerably in complexity.
2. COVID Vaccine Video (:30)
While this video has become shorter it has also grown in complexity.
• All other terms and conditions of the Professional Services Agreement remain the same.
• Any work completed in compliance with the Professional Services Agreement between
November 21, 2022 and the time this Amendment is fully executed is hereby ratified.
SIGNATURES FOLLOW ON THE NEXT PAGE
Page 1 of 2
AD-22-047-A1
__..................__...._...........-.._.-........_.._._.....__...----
SIGNATURE PAGE _..._...._.................
............ .
JEFFERSON COUNTY WASHINGTON WHALEHEART PRODUCTIONS
Board of County Commissioners
Jefferson County, Washington
By: By: 74��
Greg Brotherton, Chair Date Signature f
By: Name:
Heidi Eisenhour, Commissioner Date
Title: �LV �
By:
Kate Dean,Commissioner Date Date:
SEAL:
ATTEST:
Carolyn Galloway, Date
Clerk of the Board
Approved
as to form only:
0. C. March 10,2023
Philip CHunsucker, Date
Chief Civil Deputy Prosecuting Attorney
Page 2 of 2
AD-22-047-A 1
WHALEHEART PRODUCTIONS
connection through video
3286 Haines St.
Port Townsend, WA 98368
(360) 605-0726
info@whaleheartproductions.com
CONTRACT CHANGE ORDER
Date: 11/09/22
Scope of Work in Contract:
5 Videos
1. Mobile App How To Video (:59)
2. COVID Vaccine Video (:59)
3. 2 X Faces of Public Health (:59)
4. Overview of Services video (2:00 and :59)
1. Two lengths: A 2:00 version and a :59 version.
Change:
The change involves the number of videos, lengths and complexity.
2 Videos
1. Overview of Services (2:00)
This video has grown considerably in complexity
2. COVID Vaccine Video (30)
While this video has become shorter it has also grown in complexity.
While the combined total of finished minutes of video has reduced, the complexity of
remaining videos has increased such that planning, production and post-production
are estimated to remain the same. While the particular videos have changed there in
no change in fee.
�x
PROFESSIONAL SERVICES AGREEMENT WITH
WHALEHEART PRODUCTIONS
THIS PROFESSIONAL SERVICES AGREEMENT("this Agreement") is entered into between
the County of Jefferson, a municipal corporation("the County"), and Whaleheart Productions
("the Contractor"), in consideration of the mutual benefits,terms,and conditions specified
below.
Project Designation.tion. The Contractor is retained by the County to perform the following Project:
Produce five videos for Jefferson County Public Health's digital platforms that work toward a
goal of establishing and building trust between the public and our department,thereby increasing
use of services, especially COVID-19 vaccination among marginalized demographics(as is the
goal of the COVIED Projects grant awarded by the National Association of City and County
Health Workers(NACCHO), which will fund this project).
1. Scope of Services. Contractor agrees to perform the services identified on Exhibit
"A"attached hereto including the provision of all labor.
2. Time for Performance. This Agreement shall commence on August 31,2022 and
continue through July 31, 2023. Work performed consistent with this Agreement
during its term,put prior to the adoption of this Agreement, is hereby ratified. The
Contractor shall perform all services pursuant to this Agreement as outlined on
Exhibit"A". Time is of the essence in the performance of this Agreement.
3. Payment. The Contractor 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 Contractor shall not exceed$9,830.00
without express written modification of the Agreement signed by the County.
b. Invoices must be submitted by the 15'' of the month for the previous month's
expenses. Such invoices will be checked by the County, and upon approval
thereof,payment will be made to the Contractor in the amount approved. Failure
to submit timely invoices and reports may result in a denial of reimbursement.
Invoices not submitted within 60 days may be denied.
c. Final payment of any balance due the Contractor of the total contract price earned
will be made promptly upon its ascertainment and verification by the County after
the completion of the work and submittal of reports under this Agreement and its
acceptance by the County.
d. Consultant shall provide invoices and necessary backup documentation for all
services including timesheets and statements(specifying the services provided).
Any indirect charges require the submittal of an indirect cost methodology and
rate using 2 C.F.R. Part 255 and 2 C.F.R. Part 230.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 1 of 11
An-22-oar
e. The Contractor's 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.
4. Ownership and Use of Documents. All non-confidential or de-identified documents,
drawings, specifications, and other materials produced by the Contractor in
connection with the services rendered under this Agreement shall be the property of
the County whether the project for which they are made is executed or not. The
Contractor shall be permitted to retain copies,including reproducible copies, of
drawings and specifications for information,reference and use in connection with
Contractor's endeavors. Contractor shall not be held liable for reuse of documents or
modifications thereof, including electronic data,by County or its representatives for
any purpose other than the intent of this Agreement.
5. Compliance with Laws. Contractor 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 under this
Agreement.
6. Audit. An audit will be submitted to the County upon request. Upon request,
Contractor will submit the most recent financial audit within 30 days.
a. Upon request the County shall have the option of performing an onsite review of
all records, statements,and documentation.
b. If the County fords indications of potential non-compliance during the monitoring
process,the County shall notify Contractor within ten(10)days. County and
Contractor shall meet to discuss areas of contention in an attempt to resolve
issues.
c. Audit will provide statements consistent with the guidelines of Reporting for
Other Non-Profit Organizations AICPA SOP 78-10, and is performed in
accordance with generally accepted auditing standards and with Federal Standards
for Audit of Governmental Organizations, Programs,Activities and Functions,
and meeting all requirements of 2 C.F.R. Part 200,as applicable.
7. Indemnification. The Contractor shall defend, indemnify and hold the County, its
officers,officials, employees, agents and volunteers(and their marital communities)
harmless from any claims, injuries, damages, losses or suits, including attorney's fees,
arising out of or resulting from the acts,errors or omissions of the Contractor in
performance of this Agreement,except for injuries and damages caused by the sole
negligence of the County. Should a court of competent jurisdiction determine this
Agreement is subject to RCW 4.24.115 if liability for damages occurs arising out of
bodily injury to persons or damages to property caused by or resulting from the
concurrent negligence of the Contractor and the County, its officers, officials,
employees, agents and volunteers(and their marital communities)the Contractor's
liability, including the duty and cost to defend, shall be only for the Contractor's
negligence. It is further specifically understood that the indemnification provided
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 2 of 11
constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51
RCW, solely for the purposes of this indemnification. This waiver has been mutually
negotiated by the parties. This section shall survive the expiration or termination of
this Agreement.
8. Insurance. Prior to commencing work,the Contractor shall obtain at its own cost and
expense the following insurance coverage specified below and shall keep such
coverage in force during the terms of the Agreement.
a. Commercial Automobile Liability Insurance providing bodily injury and property
damage liability coverage 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 with the County named as an additional insured in
connection with the Contractor's performance of this Agreement. This insurance
shall indicate on the certificate of insurance the following coverage: (a) Owned
automobiles; (b)Hired automobiles; and, (c)Non-owned automobiles.
b. Commercial General Liability Insurance in an amount not less than a single limit
of one million dollars ($1,000,000)per occurrence and an aggregate of not less
than two(2)times the occurrence amount($2,000,000.00 minimum)for bodily
injury, including death and property damage,unless a greater amount is specified
in the contract specifications. The insurance coverage shall contain no limitations
on the scope of the protection provided and include the following minimum
coverage:
i. Broad Form Property Damage,with no employee exclusion;
ii. Personal Injury Liability, including extended bodily injury;
iii. Broad Form Contractual/Commercial Liability—including coverage for
products and completed operations;
iv. Premises—Operations Liability(M&C);
v. Independent Contractors and subcontractors;
vi. Blanket Contractual Liability.
c. Professional Liability Insurance. The Contractor shall maintain professional
liability insurance against legal liability arising out of activity related to the
performance of this Agreement,on a form acceptable to Jefferson County Risk
Management in the amounts of not less than$1,000,000 Each Claim and
$2,000,000 Aggregate. The Contractor agrees to carry Professional Liability
insurance for the duration of the contract period.
d. The County shall be named as an"additional named insured"under all insurance
policies required by this Agreement, except Professional Liability Insurance when
not allowed by the insurer.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 3 of 11
e. Such insurance coverage shall be evidenced by one of the following methods:
(a) Certificate of Insurance; or, (b) Self-insurance through an irrevocable Letter of
Credit from a qualified financial institution.
f. The Contractor shall furnish the County with properly executed certificates of
insurance that, at a minimum, shall include: (a)The limits of overage; (b)The
project name to which it applies; (c)The certificate holder as Jefferson County,
Washington and its elected officials, officers, and employees with the address of
Jefferson County Public Health 615 Sheridan Street, Port Townsend, WA 98368,
and, (d)A statement that the insurance policy shall not be canceled or allowed to
expire except on thirty(30)days prior written notice to the County. If the proof
of insurance or certificate indicating the County is an"additional insured"to a
policy obtained by the Contractor refers to an endorsement(by number or name)
but does not provide the full text of that endorsement,then it shall be the
obligation of the Contractor to obtain the full text of that endorsement and
forward that full text to the County. Certificates of coverage as required by this
section shall be delivered to the County within fifteen(15) days of execution of
this Agreement.
g. Failure of the Contractor to take out or maintain any required insurance shall not
relieve the Contractor from any liability under this Agreement,nor shall the
insurance requirements be construed to conflict with or otherwise limit the
obligations concerning indemnification of the County.
h. The Contractor's 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,with the exception of
Professional Liability Insurance, so affected shall protect both parties and be
primary coverage for all losses covered by the above described insurance.
i. Insurance companies issuing the policy or policies shall have no recourse against
the County (including its employees and other agents and agencies) for payment
of any premiums or for assessments under any form of policy.
j. All deductibles in the above described insurance policies shall be assumed by and
be at the sole risk of the Contractor.
k. Any deductibles or self-insured retention shall be declared to and approved by the
County prior to the approval of this Agreement by the County. At the option of
the County,the insurer shall reduce or eliminate deductibles or self-insured
retention, or the Contractor shall procure a bond guaranteeing payment of losses
and related investigations,claim administration and defense expenses.
1. Any judgments for which the County may be liable, in excess of insured amounts
required by this Agreement,or any portion thereof,may be withheld from
payment due,or to become due,to the Contractor until the Contractor shall
furnish additional security covering,such judgment as may be determined by the
County.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 4 of 11
m. Any coverage for third party liability claims provided to the County by a"Risk
Pool"created pursuant to Ch. 48.62 RCW shall be non-contributory with respect
to any policy of insurance the Contractor must provide in order to comply with
this Agreement.
n. The County may,upon the Contractor's failure to comply with all provisions of
this Agreement relating to insurance,withhold payment or compensation that
would otherwise be due to the Contractor.
o. The Contractor's liability insurance provisions shall be primary and
noncontributory with respect to any insurance or self-insurance programs
covering the County, its elected and appointed officers,officials, employees, and
agents.
p. Any failure to comply with reporting provisions of the insurance policies shall not
affect coverage provided to the County, its officers, officials, employees,or
agents.
q. The Contractor's insurance shall apply separately to each insured against whom
claim is made or suit is brought,except with respect to the limits of the insurer's
liability.
r. The Contractor shall include all subcontractors as insured under its insurance
policies or shall furnish separate certificates and endorsements for each
subcontractor. All insurance provisions for subcontractors shall be subject to all
the requirements stated herein.
s. The insurance limits mandated for any insurance coverage required by this
Agreement are not intended to be an indication of exposure nor are they
limitations on indemnification.
t. The Contractor shall maintain all required insurance policies in force from the
time services commence until services are completed. Certificates, insurance
policies, and endorsements expiring before completion of services shall be
promptly replaced. All the insurance policies required by this Agreement shall
provide that thirty(30)days prior to cancellation, suspension,reduction or
material change in the policy,notice of same shall be given to the Jefferson
County Public Health Contracts Manager by registered mail, return receipt
requested.
u. The Contractor shall place insurance with insurers licensed to do business in the
State of Washington and having A.M. Best Company ratings of no less than A-,
with the exception that excess and umbrella coverage used to meet the
requirements for limits of liability or gaps in coverage need not be placed with
insurers or re-insurers licensed in the State of Washington.
v. The County reserves the right to request additional insurance on an individual
basis for extra hazardous contracts and specific service agreements.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 5 of 11
9. Worker's Compensation(Industrial Insurance).
a. If and only if the Contractor employs any person(s)in the status of employee or
employees separate from or in addition to any equity owners, sole proprietor,
partners, owners or shareholders of the Contractor,the Contractor shall maintain
workers' compensation insurance at its own expense, as required by Title 51
RCW,for the term of this Agreement and shall provide evidence of coverage to
Jefferson County Public Health,upon request.
b. Worker's compensation insurance covering all employees with limits meeting all
applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws.
c. This coverage shall extend to any subcontractor that does not have their own
worker's compensation and employer's liability insurance.
d. The Contractor expressly waives by mutual negotiation all immunity and
limitations on liability,with respect to the County, under any industrial insurance
act,disability benefit act, or other employee benefit act of any jurisdiction which
would otherwise be applicable in the case of such claim.
e. If the County incurs any costs to enforce the provisions of this subsection,all cost
and fees shall be recoverable from the Contractor.
10. Independent Contractor. The Contractor and the County agree that the Contractor is
an independent contractor with respect to the services provided pursuant to this
Agreement. The Contractor specifically has the right to direct and control
Contractor's own activities, and the activities of its subcontractors, employees,
agents, and representatives, in providing the agreed services in accordance with the
specifications set out in this Agreement. Nothing in this Agreement shall be
considered to create the relationship of employer and employee between the parties.
Neither Contractor nor any employee of Contractor shall be entitled to any benefits
accorded County employees by virtue of the services provided under this Agreement,
including,but not limited to: retirement,vacation pay; holiday pay; sick leave pay;
medical, dental, or other insurance benefits; fringe benefits; or any other rights or
privileges afforded to Jefferson County employees. 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 program,otherwise
assuming the duties of an employer with respect to Contractor, or any employee of
Contractor.
I I. Subcontracting Requirements.
a. The Contractor is responsible for meeting all terms and conditions of this
Agreement including standards of service, quality of materials and workmanship,
costs, and schedules. Failure of a subcontractor to perform is no defense to a
breach of this Agreement. The Contractor assumes responsibility for and all
liability for the actions and quality of services performed by any subcontractor.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 6 of 11
b. Every subcontractor must agree in writing to follow every term of this
Agreement. The Contractor must provide every subcontractor's written
agreement to follow every term of this Agreement before the subcontractor can
perform any services under this Agreement. The Public Health Director or their
designee must approve any proposed subcontractors in writing.
c. Any dispute arising between the Contractor and any subcontractors or between
subcontractors must be resolved without involvement of any kind on the part of
the County and without detrimental impact on the Contractor's performance
required by this Agreement.
12. Covenant Against Contingent Fees. The Contractor warrants that he has not
employed or retained any company or person, other than a bona fide employee
working solely for the Contractor,to solicit or secure this Agreement, and that he has
not paid or agreed to pay any company or person, other than a bona fide employee
working solely for the Contractor, any fee, commission,percentage,brokerage fee,
gifts,or any other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty,the County shall
have the right to annul this Agreement without liability or, in its discretion to deduct
from the contract price or consideration, or otherwise recover,the full amount of such
fee, commission,percentage, brokerage fee, gift, or contingent fee.
13. Discrimination Prohibited. The Contractor,with regard to the work performed by it
under this Agreement, will not discriminate on the grounds of race,color,national
origin, religion, creed, age, gender, sexual orientation, material status, sex, or the
presence of any physical or sensory handicap in the selection and retention of
employees or procurement of materials or supplies.
14. No Assignment. The Contractor shall not sublet or assign any of the services covered
by this Agreement without the express written consent of the County. Assignment
does not include printing or other customary reimbursable expenses that may be
provided in an agreement.
15. Non-Waiver. Waiver by the County of any provision of this Agreement or any time
limitation provided for in this Agreement shall not constitute a waiver of any other
provision.
16. Termination.
a. The County reserves the right to terminate this Agreement at any time by giving
ten(10)days written notice to the Contractor.
b. In the event of the death of a member,partner,or officer of the Contractor, or any
of its supervisory personnel assigned to the project,the surviving members of the
Contractor hereby agree to complete the work under the terms of this Agreement,
if requested to do so by the County. This section shall not be a bar to
renegotiations of this Agreement between surviving members of the Contractor
and the County, if the County so chooses.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 7 of 11
c. The County reserves the right to terminate this contract in whole or in part,with
10 days' 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.
17.Notices. All notices or other communications which any party desires or is required
to give shall be given in writing and shall be deemed to have been given if hand-
delivered, sent by facsimile, email, or mailed by depositing in the United States mail,
prepaid to the party at the address listed below or such other address as a party may
designate in writing from time to time. Notices to the County shall be sent to the
following address:
Jefferson County Public Health Department
615 Sheridan Street
Port Townsend, WA 98368
Notices to Contractor shall be sent to the following address:
Whaleheart Productions
3286 Haines St.
Port Townsend, WA 98368
18. Integrated Agreement. This Agreement together with attachments or addenda
represents the entire and integrated Agreement between the County and the
Contractor and supersedes all prior negotiations, representations, or agreements
written or oral. No representation or promise not expressly contained in this
Agreement has been made. This Agreement supersedes all prior or simultaneous
representations, discussions,negotiations,and agreements, whether written or oral,by
the County within the scope of this Agreement. The Contractor ratifies and adopts all
statements, representations, warranties, covenants, and agreements contained in its
proposal,and the supporting material submitted by the Contractor, accepts this
Agreement and agrees to all of the terms and conditions of this Agreement.
19. Modification of this Agreement. This Agreement may be amended only by written
instrument signed by both County and Contractor.
20. Disputes. The parties agree to use their best efforts to prevent and resolve disputes
before they escalate into claims or legal actions. Any disputed issue not resolved
pursuant to the terms of this Agreement shall be submitted in writing within 10 days
to the County Risk Manager, whose decision in the matter shall be final,but shall be
subject to judicial review. If either party deem it necessary to institute legal action or
proceeding to enforce any right or obligation under this Agreement, each party in
such action shall bear the cost of its own attorney's fees and court costs. Any legal
action shall be initiated in the Superior Court of the State of Washington for Jefferson
County. The parties agree that all questions shall be resolved by application of
Washington law and that the parties have the right of appeal from such decisions of
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 8 of 11
the Superior Court in accordance with the laws of the State of Washington. The
Contractor hereby consents to the personal jurisdiction of the Superior Court of the
State of Washington for Jefferson County.
21. Section Headings. The headings of the sections 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 the sections or this
Agreement.
22. Limits of Any Waiver of Default. No consent by either party to, or waiver of,a
breach by either party,whether express or implied, shall constitute a consent to,
waiver of, or excuse of any other, different, or subsequent breach by either party.
23.No Oral Waiver. No term or provision of this Agreement will be considered waived
by either party, and no breach excused by either party,unless such waiver or consent
is in writing signed on behalf of the party against whom the waiver is asserted.
Failure of a party to declare any breach or default immediately upon the occurrence
thereof,or delay in taking any action in connection with, shall not waive such breach
or default.
24. Severability. Provided it does not result in a material change in the terms of this
Agreement, if any provision of this Agreement or the application of this Agreement to
any person or circumstance shall be invalid, illegal,or unenforceable to any extent,
the remainder of this Agreement and the application this Agreement shall not be
affected and shall be enforceable to the fullest extent permitted by law.
25. Binding on Successors,Heirs and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties' successors in interest,heirs, and assigns.
26.No Assigmnent. The Contractor shall not sell,assign, or transfer any of rights
obtained by this Agreement without the express written consent of the County.
27.No Third-party Beneficiaries. The parties do not intend, and nothing in this
Agreement shall be construed to mean,that any provision in this Agreement is for the
benefit of any person or entity who is not a party.
28. Signature in Counterparts. The parties agree that separate copies of this Agreement
may be signed by each of the parties and this Agreement shall have the same force
and effect as if all the parties had signed the original.
29. Facsimile and Electronic Signatures. The parties agree that facsimile and electronic
signatures shall have the same force and effect as original signatures.
30. Arms-Length Negotiations. The parties agree that this Agreement has been
negotiated at arms-length,with the assistance and advice of competent, independent
legal counsel.
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 9 of 11
31. Public Records Act. Notwithstanding the provisions of this Agreement to the
contrary,to the extent any record, including any electronic, audio,paper or other
media, is required to be kept or indexed as a public record in accordance with the
Washington Public Records Act, Chapter 42.56 RCW, as may hereafter be amended,
the Contractor agrees to maintain all records constituting public records and to
produce or assist the County in producing such records,within the time frames and
parameters set forth in state law. The Contractor further agrees that upon receipt of
any written public record request, Contractor shall,within two business days,notify
the County by providing a copy of the request per the notice provisions of this
Agreement.
32. Confidentiality. With respect to all information relating to County that is confidential
and clearly so designated, as required by the Health Insurance Portability and
Accountability Act(HIPAA)and any other applicable privacy laws,the Contractor
agrees to keep such information confidential. The Contractor shall not disclose,
transfer,or sell any such information to any party, except as provided by law or, in
the case of personal information,with the prior written consent of the person to whom
the personal information pertains. The Contractor shall maintain the confidentiality
of all personal information and other information gained by reason of this Agreement,
and shall return or certify the destruction of such information if requested in writing
by Jefferson County. This Agreement,once executed,will be a"public record"
subject to production to a third party if same is requested pursuant to- the Washington
Public Records Act, Chapter 42.56 RCW,as may hereafter be amended.
33. Criminal History/Background Check. Each of the Contractor's employees,the
employees of any of the Contractor's approved subcontractor,or volunteers used by
the Contractor shall submit to a Washington State Patrol fingerprint identity and
criminal history check before they are authorized to perform services for the Project.
The County agrees to bear all reasonable costs incurred in the performance of this
fingerprint identity and criminal history check. Contractors who may or will have
regular access or limited access to any juveniles shall also:
a. Require that each of the Contractor's employees,the employees of any of the
Contractor's approved subcontractor,or volunteers used by the Contractor
undergo not less often than once every three(3) years another Jefferson County
approved criminal history and background check;
b. Ensure all employees, subcontractors,or volunteers are knowledgeable about the
requirements of RCW 13.40.570 and of the new crimes included in RCW 9A.44,
Sexual Offense;
c. Sign the Contractor Requirements for Responding to Situation of Sexual
Misconduct Form, and shall submit to Jefferson County with signed Agreement.
DATED this f '� day of 4 , 20JZZ•
(SIGNATURES FOLLOW ON THE NEXT PAGE)
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 10 of 11
SIGNATURE PAGE
JEFFERSON COUNTY WASHINGTON WHALEHEART PRODUCTIONS
Board of County Commissioners
Jefferson County, Washington
t 1/
By: �2 i�2 Z By:
Heidi Eisenhour, Chair Date Signature
By. ,61 X A h ((/?1 12 Name:
Kate Dean, ommissioner Date
Title: z>
B Date:
Y. re rothe , Commissioner Date
SEAL:
ATTEST: `
a11/��,
Caroly ,allaway, Date
Clerk of the Board
Approved as to form only:
November 3, 2022
Y
Philip C. Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page I 1 of I I
Exhibit A
WHALEHEART PRODUCTIONS
connection through video
3286 Haines St.
Port Townsend, WA 98368
(360) 605-0726
info@whaleheartproductions.com
PROJECT BID
Date: 10/27/22
Contact: Bonnie Obremski
Org.: Jeff. Co. Public Health Dept.
Phone #: 360-379-4478
Address: 615 Sheridan Street
Port Townsend, WA 98368
Email: BObremski@co.jefferson.wa.us
Project: Public Relations Videos
Scope of work
Whaleheart will work with the client to plan for, shoot and edit the following videos:
1. Mobile App How To Video (:59)
1. Mostly hands using the app on a phone
2. Text onscreen
2. COVID Vaccine Video (59)
1. Showing the process of receiving a vaccine at Public Health
3. 2 X Faces of Public Health (:59)
1. Short interviews plus b-roll of employees doing their jobs
4. Overview of Services video (2:00 and :59)
1. Utilizing b-roll from other videos plus one additional interview.
2. Two lengths: A 2:00 version and a :59 version.
Planning includes the following: refining the concept, outline, story and visual approach;
consulting on narration; location scouting; development of a shooting script, shot list, call
sheets, and scheduling.
The client will be responsible for possible compensation for subjects and any additional costs
associated with the production (supplies, location costs, permits, food, etc.)
Post-production includes access to the entire library of royalty-free music at Epidemic Sound,
and three rounds of feedback from the client.
Deliverables
The finished video(s) will be Full HD (1920 x 1080 px) with professional sound, color
correction, motion graphics, titling and credits. Deliverables include archive (full resolution)
and internet-ready (compressed) file formats in both horizontal and vertical formats.
If the client wants their raw footage, they need to supply a Mac or exFAT-formatted portable
hard drive of 500gb or greater.
Timeline
Pre-production: Nov 2022 —Jan 2023
Production: Feb— March 2023
Post-production: April —July 2023
Delivery: July 31' 2023
Cost
See 'Cost Breakdown' (final page(s))
Terms
Invoicing will be on the following schedule:
1. Net 30 for 25% of the contract total sent one week prior to the first scheduled
production day.
2. Net 30 for 25% of the contract total sent on theday after the final day of production.
3. Net 30 for 50% of the contract total sent upon delivery of all finished video(s).
If payment is not received within 15 days of the due date, the client will also be subject to a
late fee of 5% of the amount overdue.
Rights: Finished video(s) will be considered work-for-hire, meaning copyright belongs to the
client. However, Whaleheart retains the right to use finished video(s) as well as any raw
footage for promotional purposes only (website and social media).
Cost Breakdown
Producer $85/hr 8 hr(s) $680.00
Includes: meeting w/the client to refine messaging, story,
interview Qs, narration, shot list, scheduling, etc.
Videographer $85/hr 1.5 hr(s) $127.50
Tech Scout
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Rate.----._ _.D: e, _µ Tata
Videographer $1,150/day 2.5 day(s) $2,875.00
4K footage shot for horizontal and vertical exhibition
ate Time Total
Media Management $85/hr 1 hr(s) $85.00
Copy files, back-up, organize and label in project.
Music $85/hr 1.5 hr(s) $127.50
Time spent working with the client to identify and select
tracks.
Per track fee $50/track 5 track(s) $250.00
1s,Cut $85/hr 25 hr(s) $2,125.00
Assemble primary content, add placeholders for motion
graphics, titles and credits, feedback
2nd Cut $85/hr 16 hr(s) $1,360.00
Refine for content, add music, graphics, and natural sound
layering, feedback
3`d Cut $85/hr 12 hr(s) $1,020.00
Final content adjustment, refine graphics, color correction,
audio mixing, final feedback
Final Cut $85/hr 6 hr(s) $510.00
Final adjustments
Export& Delivery $85/hr 2 hr(s) $170.00
Contingency for unforeseen expenses $500.00 $500.00
TOTAL $9,830.00