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HomeMy WebLinkAboutMasonWebTV (2025-2026) - Contract MASON COUNTY PROFESSIONAL SERVICES CONTRACT This CONTRACT is made and entered into by and between Mason County, hereinafter referred to as "COUNTY"and MasonWebTV.com,hereinafter referred to as"MWTV". RECITALS WHEREAS,the COUNTY desires to retain a person or firm to provide live video streaming services for Mason County Commissioner meetings and Board of Health meetings;and, WHEREAS,MWTV warrants that it is qualified and competent to render said streaming services;and, NOW,THEREFORE, for and in consideration of the CONTRACT made, and the payments to be made by the COUNTY,the parties agree to the following: GENERAL CONDITIONS Scope of Services: MWTV agrees to provide the COUNTY with the services and any materials as set forth as identified in"Exhibit A—Scope of Services"during the CONTRACT period. No material,labor,or facilities will be furnished by the COUNTY, unless otherwise provided for in the CONTRACT. Performance Period: The performance period for this CONTRACT shall be January 1,2025 to December 31,2026. Term: Services provided by MWTV prior to or after the term of this CONTRACT shall be performed at the expense of MWTV and are not compensable under this CONTRACT unless both parties hereto agree to such provision in writing. Extension: The duration of this CONTRACT may be extended by mutual written consent of the parties,for a period of two years,and for a total of no longer than four years. Compensation: For the 2025-2026 CONTRACT term, MWTV will charge a monthly fee of one-thousand five hundred dollars ($1,500.00)which will be capped at twelve(12)meetings a month. The following rates will be considered after said cap is reached:the rate per in-person meeting is four hundred dollars($400)for the first hour including set up/tear down and one hundred dollars($100)per hour for each additional hour and the rate for virtual meetings is one hundred dollars($100)per hour. Compensation rates will be negotiated if and when the contract is extended. A$100 charge may be charged if MWTV is asked to provide a sound system/public address system to amplify sound during the meeting. Accounting and Payment for MWTV Services: The COUNTY will remit funds to MWTV as invoiced for streaming services at the above rates within thirty(30) days of receiving an acceptable invoice. The invoice shall include at minimum, the name of the company, remittance address, DUNS and EIN number, contact name, phone number, email address, actual number of Page 1 of 12 meetings, length of meetings, and when services were provided. Invoices will be submitted monthly and at a minimum, shall be submitted quarterly for payment. Unless approved in writing in advance by the official executing this CONTRACT for the COUNTY or their designee (hereinafter referred to as the "ADMINISTRATIVE OFFICER") the COUNTY will not reimburse MWTV any costs or expenses incurred by MWTV in the performance of this CONTRACT. Taxes: MWTV understands and acknowledges that the COUNTY will not withhold Federal or State income taxes. Where required by State or Federal law, MWTV authorizes the COUNTY to withhold any taxes other than income taxes (i.e. Medicare). All compensation received by MWTV will be reported to the Internal Revenue Service (IRS) at the end of the calendar year in accordance with applicable IRS regulations. It is the responsibility of MWTV to make the necessary estimated tax payments throughout the year,if any,and MWTV is solely liable for any tax obligation arising from MWTV's performance of this CONTRACT. MWTV hereby agrees to indemnify the COUNTY against any demand to pay taxes arising from MWTV's failure to pay taxes on compensation earned pursuant to this CONTRACT. COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. MWTV must pay all other taxes, including, but not limited to, Business and Occupation Tax, taxes based on MWTV's gross or net income, or personal property to which the COUNTY does not hold title. COUNTY is exempt from Federal Excise Tax. Withholding Payment: In the event MWTV has failed to perform any obligation under this CONTRACT within the times set forth in this CONTRACT, then the COUNTY may, upon written notice, withhold from amounts otherwise due and payable to MWTV,without penalty,until such failure to perform is cured or otherwise adjudicated. Withholding under this clause shall not be deemed a breach entitling MWTV to termination or damages, provided that the COUNTY promptly gives notice in writing to MWTV of the nature of the default or failure to perform, and in no case more than ten(10)days after it determines to withhold amounts otherwise due. A determination of the ADMINISTRATIVE OFFICER set forth in a notice to MWTV of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive,except to the extent that MWTV acts within the times and in strict accord with the provisions of the disputes clause of this CONTRACT. The COUNTY may act in accordance with any determination of the ADMINISTRATIVE OFFICER which has become conclusive under this clause, without prejudice to any other remedy under the CONTRACT, to take all or any of the following actions: (1)cure any failure or default,(2)to pay any amount so required to be paid and to charge the same to the account of MWTV,(3)to set off any amount so paid or incurred from amounts due or to become due to MWTV. In the event MWTV obtains relief upon a claim or under the disputes clause,no penalty or damages shall accrue to MWTV by reason of good faith withholding by the COUNTY under this clause. Labor Standards: MWTV agrees to comply with all applicable State and Federal requirements,including,but not limited to,those pertaining to payment of wages and working conditions, in accordance with RCW 39.12.040, the Prevailing Wage Act,the Americans with Disabilities Act of 1990,the Davis-Bacon Act,and the Contract Works Hours and Safety Standards Act providing for weekly payment of prevailing wages,minimum overtime pay,and providing that no laborer or mechanic shall be required to work in surroundings or conditions which are unsanitary, hazardous,or dangerous to health and safety as determined by regulations promulgated by the Federal Secretary of Labor and/or the State of Washington. Independent Contractor: Page 2 of 12 MWTV's services shall be furnished by MWTV as an independent contractor,and nothing herein contained shall be construed to create a relationship of employer-employee. All payments made hereunder, and all services performed shall be made and performed pursuant to this CONTRACT by MWTV as an independent contractor. MWTV acknowledges that the entire compensation for this CONTRACT is specified above and MWTV is not entitled to any 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 employees of the COUNTY. MWTV represents that they maintain a separate place of business,serves clients other than the COUNTY,will report all income and expense accrued under this CONTRACT to the IRS, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington. MWTV will defend, indemnify, and hold harmless the COUNTY, its officers, agents, or employees from any loss or expense including, but not limited to, settlements,judgements, setoffs, attorneys'fees,or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. Both parties agree that, as an independent contractor, MWTV is not prohibited from pursuing additional advertisers or sponsors to offset the costs of providing services. Advertising on the Mason County Commission streaming video containing the following content will not be permitted: • Obscene or indecent • Discriminatory • Religious • Political • Public Issue In addition, advertising that depicts or promotes the following products, services, or other material will not be permitted: • Tobacco, liquor,or recreational drug products • Films rated"X"or"NC-17"and video games rated"A"or"M",or comparable industry standards • Adult book/video stores, adult internet sites, adult telephone services, escort services, or adult entertainment establishments • Any material that is false,fraudulent,misleading,deceptive,or would constitute a tort of defamation or invasion of privacy • Any material that is so objectionable that under contemporary community standards as to be reasonably foreseeable that it will result in harm to,disruption of,or interference with a transportation system • Any material directed at a person or group that is so insulting,degrading,or offensive as to be reasonably foreseeable that it will incite or produce imminent lawless action in the form of retaliation,vandalism, or other breach of public safety,peace, and order Assignment and Subcontracting: The performance of all activities contemplated by this CONTRACT shall be accomplished by MWTV. No portion of this CONTRACT may be assigned or subcontracted to any other individual, firm, or entity without the express and prior written approval of the COUNTY. No Guarantee of Employment: The performance of all or part of this contract by MWTV shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of MWTV or any employee of MWTV or any subcontractor or any employee of any subcontractor by the COUNTY at the present time or in the future. Conflict of Interest: Page 3 of 12 If at any time prior to commencement of,or during the term of this CONTRACT,MWTV or any of its employees involved in the performance of this CONTRACT shall have or develop an interest in the subject matter of this CONTRACT that is potentially in conflict with the COUNTY's interest,then MWTV shall immediately notify the COUNTY of the same. The notification of the COUNTY shall be made with sufficient specificity to enable the COUNTY to make an informed judgment as to whether or not COUNTY's interest may be compromised in any manner by the existence of the conflict,actual,or potential. Thereafter,the COUNTY may require MWTV to take reasonable steps to remove conflict of interest. The COUNTY may also terminate this CONTRACT according to the provisions herein for termination. Non-Discrimination in Employment The COUNTY's policy is to provide equal opportunity in all terms, conditions, and privileges of employment for all qualified applicants and employees without regard to race, color, creed, religion, national origin, sex, sexual orientation,age,marital status,disability,or veteran status. MWTV shall comply with all laws prohibiting discrimination against any employee or applicant for employment on the grounds of race,color,creed,religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Furthermore, in those cases in which MWTV is governed by such laws,MWTV shall take affirmative action to ensure that applicants are employed,and treated during employment, without regard to their race,color, creed, religion, national origin, sex, age, marital status, sexual orientation, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Such action shall include, but not be limited to advertising, hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits, selection for training including apprenticeship,and participation in recreational and educational activities. In all solicitations or advertisements for employees placed by them or on their behalf, MWTV shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. The foregoing provisions shall also be binding upon any subcontractor, provided that the foregoing provision shall not apply to contracts or subcontractors for standard commercial supplies or raw materials, or to sole proprietorships with no employees. Non-Discrimination in Client Services: MWTV shall not discriminate on the grounds of race, color, creed, religion, national origin, sex, age, marital status, sexual orientation,disability, or veteran status; or deny an individual or business any service or benefits under this CONTRACT,or subject an individual or business to segregation or separate treatment in any manner related to his/her/its receipt any service or services or other benefits provided under this CONTRACT; or deny an individual or business an opportunity to participate in any program provided by this CONTRACT. Waiver of Noncompetition: MWTV irrevocably waives any existing rights which it may have, by contract or otherwise,to require another person or corporation to refrain from submitting a proposal to or performing work or providing supplies to the COUNTY,and MWTV further promises that it will not in the future,directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to the COUNTY. Ownership of Items Produced: When MWTV creates any copyrightable materials or invents any patentable property in connection with performance of this CONTRACT,MWTV may copyright or patent the same,but the COUNTY retains a royalty- free, nonexclusive, and irrevocable license to reproduce, publish, recover, or otherwise use the materials or property and to authorize other governments to use the same for state or local governmental purposes. MWTV Page 4 of 12 further agrees to make research, notes, and other work products produced in the performance of this CONTRACT available to the COUNTY upon request. Patent/Copyright Infringement: MWTV 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. MWTV 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: A. MWTV shall be notified promptly in writing by the COUNTY of any notice of such claim. B. MWTV 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. Confidentiality: MWTV, its employees,subcontractors,and their employees shall maintain the confidentiality of all information provided by the COUNTY or acquired by MWTV in performance of this CONTRACT, except upon the prior written consent of the COUNTY or an order entered by a court after having acquired jurisdiction over the COUNTY. MWTV shall immediately give the COUNTY notice of any judicial proceeding seeking disclosure of such information. MWTV shall indemnify and hold harmless the COUNTY,its officials,agents,or employees from all loss or expense, including,but not limited to,settlements,judgments,setoffs,attorneys' fees,and costs resulting from MWTV's breach of this provision. Right to Review: This CONTRACT is subject to review by any Federal, State,or County Auditor. The COUNTY or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the ADMINISTRATIVE OFFICER or by the County's Auditor's Office. 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 COUNTY deems pertinent to the CONTRACT and its performance, and any and all communications with or evaluations by service recipients under this CONTRACT. MWTV shall preserve and maintain all financial records and records relating to the performance of work under this CONTRACT for six(6)years after CONTRACT termination, and shall make them available for such review,within Mason County, State of Washington, upon request. MWTV also agrees to notify the ADMINISTRATIVE OFFICER in advance of any inspections, audits, or program review by any individual, agency, or governmental unit whose purpose is to review the services provided within the terms of this CONTRACT. If no advance notice is given to MWTV, then MWTV agrees to notify the ADMINISTRATIVE OFFICER as soon as it is practical. Insurance Requirements: At minimum, MWTV shall provide insurance that meets or exceeds the requirements detailed in "Exhibit B — Insurance Requirements". Proof of Insurance: A Certificate of Insurance naming the COUNTY as the Certificate Holder must be provided to the COUNTY within five(5)days of CONTRACT execution. Industrial Insurance Waiver: With respect to the performance of this CONTRACT and as to claims against the COUNTY,its officers,agents, and employees, MWTV 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 Page 5 of 12 hold harmless provided in this CONTRACT extend to any claim brought by or on behalf of any employee of MWTV. This waiver is mutually negotiated by the parties to this CONTRACT. MWTV Commitments,Warranties,and Representations: Any written commitment received from MWTV concerning this CONTRACT shall be binding upon MWTV, unless otherwise specifically provided herein with reference to this paragraph. Failure of MWTV to fulfill such a commitment shall render MWTV liable for damages to the COUNTY. A commitment includes, but is not limited to, any representation made prior to execution of this CONTRACT, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period,or warranties. Defense and Indemnity Contract: Indemnification by MWTV. To the fullest extent permitted by law, MWTV agrees to indemnify, defend, and hold the COUNTY and its departments, elected and appointed officials, employees, agents, and volunteers, harmless from and against any and all claims, damages, losses, and expenses, including but not limited to court costs, attorney's fees, and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease, or death and for any damage to or destruction of any property (including the loss of use resulting therefrom)which 1)are caused in whole or in part by any act or omission, negligent or otherwise, of MWTV,its employees,agents,or volunteers,or subcontractors and their employees,agents,or volunteers;or 2) are directly or indirectly arising out of,resulting from,or in connection with performance of this CONTRACT; or 3)are based upon MWTV's or its subcontractors' use of, presence upon or proximity to the property of the COUNTY. This indemnification obligation of MWTV shall not apply in the limited circumstance where the claim, damage, loss, or expense is caused by the sole negligence of the COUNTY. This indemnification obligation of MWTV shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act, or other employee benefit act, and MWTV hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of MWTV are a material inducement to the COUNTY to enter into this CONTRACT,are reflected in MWTV's compensation,and have been mutually negotiated by the parties. Participation by the COUNTY — No Waiver. The COUNTY reserves the right, but not the obligation, to participate in the defense of any claim, damages, losses,or expenses and such participation shall not constitute a waiver of MWTV's indemnity obligations under this CONTRACT. Survival of MWTV's Indemnity Obligations. MWTV agrees all MWTV's indemnity obligations shall survive the completion,expiration,or termination of this CONTRACT. Indemnity by Subcontractors. In the event MWTV enters into subcontracts to the extent allowed under this CONTRACT,MWTV's subcontractors shall indemnify the COUNTY on a basis equal to or exceeding MWTV's indemnity obligations to the COUNTY. Compliance with Applicable Laws,Rules,and Regulations: This CONTRACT shall be subject to all laws,rules, and regulations of the United States of America,the State of Washington, political subdivisions of the State of Washington, and Mason County. MWTV also agrees to comply with applicable Federal, State,County,or municipal standards for licensing,certification,and operation of facilities and programs,and accreditation and licensing of individuals. Administration of Contract: The COUNTY hereby appoints, and MWTV hereby accepts, the ADMINISTRATIVE OFFICER as the COUNTY's representative for purposes of administering the provisions of this CONTRACT, including the COUNTY's right to receive and act on all reports and documents,and any auditing performed by the COUNTY related to this CONTRACT. Page 6 of 12 The ADMINISTRATIVE OFFICER for purposes of this CONTRACT is: McKenzie Smith,Clerk of the Board 411 North 51'Street Shelton,WA 98584 msmith6'Dmasoncoun wa.gov (360)427-9670 ext. 589 MWTV's Primary Contract Information: Dedrick Allan dedrickallanghcc.net (360)229-2234 Notice: Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT except service of process,notice shall be given by MWTV to the ADMINISTRATIVE OFFICER under this contract. Notices and other communication may be conducted via email, United States postal mail, fax, hand delivery, or other generally accepted manner including delivery services. Modifications: Either party may request changes to the CONTRACT. Any and all agreed modifications,to be valid and binding upon either party,shall be in writing and signed by both of the parties. Termination for Default: If MWTV defaults by failing to perform any of the obligations of the CONTRACT 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 MWTV in the United States postal mail,terminate the CONTRACT,and at the COUNTY's option,obtain performance of the work elsewhere. If the CONTRACT is terminated for default, MWTV shall not be entitled to receive any further payments under the CONTRACT 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 MWTV. MWTV shall bear any extra expenses incurred by the COUNTY in completing the work, including all increased costs for 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 MWTV 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. Termination for Public Convenience: The COUNTY may terminate this CONTRACT in whole or in part whenever the COUNTY determines, in its sole discretion, that such termination is in the interests of the COUNTY. Whenever the CONTRACT is terminated in accordance with this paragraph,MWTV shall be entitled to payment for actual work performed in compliance with"Exhibit A—Scope of Services". 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 CONTRACT by the COUNTY at any time during the term,whether for default or convenience,shall not constitute breach of CONTRACT by the COUNTY. Termination for Reduced Funding: The COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its sole discretion,that such termination is necessary due to a decrease in available project funding including State and/or Page 7 of 12 Federal grants. Whenever the CONTRACT is terminated in accordance with this paragraph, MWTV shall be entitled to payment for actual work performed in compliance with"Exhibit A—Scope of Services". Disputes: 1. Differences between MWTV and the COUNTY, arising under and by virtue of the CONTRACT, 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. For objections that are not made in the manner specified and within the time limits stated,the records,orders,rulings,instructions,and decisions of the ADMINISTRATIVE OFFICER shall be final and conclusive. 2. MWTV 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 ADMINISTRATIVE OFFICER, or (2) the happening of any event or occurrence, unless MWTV 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 MWTV 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. MWTV 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. 3. MWTV shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by the COUNTY,MWTV 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 supporting documents evidencing the amount or the extension of time claimed to be due. Arbitration: Other than claims for injunctive relief brought by a party hereto(which may be brought either in court or pursuant to this arbitration provision),and consistent with the provisions hereinabove,any claim,dispute or controversy between the parties under,arising out of,or related to this CONTRACT or otherwise,including issues of specific performance, shall be determined by arbitration in Shelton, Washington, under the applicable American Arbitration Association(AAA)rules in effect on the date hereof,as modified by this CONTRACT. There shall be one arbitrator selected by the parties within ten(10)days of the arbitration demand,or if not,by the AAA or any other group having similar credentials. Any issue about whether a claim is covered by this CONTRACT shall be determined by the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable relief (including specific performance), or any other remedy available from a judge, including expenses,costs,and attorney fees to the prevailing party and pre-award interest,but shall not have the power to award punitive damages. The decision of the arbitrator shall be final and binding and an order confirming the award or judgment upon the award may be entered in any court having jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented or pleaded before the arbitrator. At the request of either party made not later than forty-five(45)days after the arbitration demand, the parties agree to submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date;provided,that either party may decline to mediate and proceed with arbitration. 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 CONTRACT, the venue of such action of litigation shall be in the courts of the State of Washington and Mason County. Unless otherwise specified herein, this CONTRACT shall be governed by the laws of Mason County and the State of Washington. Severability: Page 8 of 12 If any term or condition of this CONTRACT 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 CONTRACT are declared severable. Waiver: Waiver of any breach or condition of this CONTRACT shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this CONTRACT shall be held to be waived,modified,or deleted except by an instrument, in writing, signed by the parties hereto. The failure of COUNTY to insist upon strict performance of any of the covenants of this CONTRACT, or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such, or any other covenants or contracts,but the same shall be and remain in full force and effect. Order of Precedence: A. Applicable Federal, State, and County statutes, regulations, policies, procedures, Federal Office of Management and Budget(OMB)circulars,and Federal and State executive orders. B. Funding source agreement(s)including attachments. C. Special conditions. D. General conditions. Entire Contract: This written CONTRACT, comprised of the writings signed or otherwise identified and attached hereto, represents the entire CONTRACT between the parties and supersedes any prior oral statements,discussions,or understandings between the parties. IN WITNESS WHEREOF, COUNTY, and MWTV have executed this CONTRACT as of the date and year last written below. MasonWebTV BOARD OF COUNTY COMMISSIONERS MASON COUNTY,WASHINGTON Dedrick Allan Chai "IA- U I a�- Date (J Dat Approved as to Form: Tim hitehe Chief DPA Page 9 of 12 EXHIBIT A SCOPE OF SERVICES 1. COUNTY will provide access to the COUNTY's internet connection and necessary passwords for connectivity. If a connection is not available, MWTV will utilize a mobile broadband device provided sufficient signal is available. If sufficient connection and/or signal is unavailable,MWTV will take all efforts to record the meeting and post the video online in a timely manner. 2. MWTV will utilize a minimum of one(1)camera(provided by MWTV),a connection to existing sound system when available,and other microphones and equipment as needed(provided by MWTV). 3. MWTV may utilize additional microphones and other necessary equipment to better provide public access to pictures, maps, and charts. COUNTY staff will make those documents available to MWTV prior to the meeting for inclusion in streaming services. 4. MWTV will upload video and audio feed to YouTube that the COUNTY, MasonWebTV.com, Hood Canal Communications (HCC), the public, and others can embed on their websites. HCC will also utilize this feed for broadcasting on their local channel(s). 5. MWTV shall provide available analytical information such as the number of users viewing video live and recorded, length of time of viewing, etc. to the COUNTY upon request. This information shall be used for performance review. 6. MWTV reserves the right to stream or record other Mason County Commission meetings utilizing the same internet connection and connection to the existing sound system without additional cost to the COUNTY. 7. COUNTY will provide MWTV access to meeting venue(s)one(1) hour prior to meeting time for set up and allow ample time for breakdown after meeting conclusion. 8. COUNTY will provide MWTV advance notification if a presentation is made utilizing electronic means(PowerPoint or video to the monitor)in order to include the presentation in the video/stream. That notification should be at least one(1)day prior to the meeting and presenters should arrive a minimum of thirty(30)minutes before the meeting time to be certain they are accommodated,and the presentation is compatible with the existing systems. Page 10 of 12 EXHIBIT B INSURANCE REQUIREMENTS Minimum Insurance Requirements: 1. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability"policy form CG 00 01,with an edition date prior to 2004,or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. The limits shall be no less than one million dollars($1,000,000)per occurrence for all covered losses and no less than two million dollars($2,000,000)general aggregate. 2. Workers' Compensation on a State-approved policy form providing statutory benefits as required by law with employer's liability limits no less than one million dollars ($1,000,000) per accident for all covered losses. 3. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned,non-owned, and hired autos,or the exact equivalent.Limits shall be no less than$1,000,000 per accident,combined single limit. If contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If MWTV or MWTV's employees will use personal autos in any way on this project, MWTV shall obtain evidence of personal auto liability coverage for each such person. 4. Excess or Umbrella Liability Insurance(Over Primary)if used to meet limit requirements,shall provide coverage at least as broad as specified for the underlying coverages. Such policy or policies shall include as insureds those covered by the underlying policies, including additional insureds. Coverage shall be"pay on behalf',with defense costs payable in addition to policy limits. There shall be no cross- liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to the COUNTY for injury to employees of MWTV, subcontractors, or others involved in the work. The scope of coverage provided is subject to approval of the COUNTY following receipt of proof of insurance as required herein. Certificate of Insurance: A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY within five(5)days of CONTRACT execution. Basic Stipulations: 1. MWTV agrees to endorse third party liability coverage required herein to include as additional insureds the COUNTY, its officials, employees, and agents, using ISO endorsement CG 20 10 with an edition date prior to 2004. MWTV also agrees to require all contractors, subcontractors, and anyone else involved in this CONTRACT on behalf of MWTV (hereinafter "INDEMNIFYING PARTIES") to comply with these provisions. 2. MWTV agrees to waive rights of recovery against the COUNTY regardless of the applicability of any insurance proceeds,and to require all INDEMNIFYING PARTIES to do likewise. 3. All insurance coverage maintained or procured by MWTV or required of others by MWTV pursuant to this CONTRACT shall be endorsed to delete the subrogation condition as to the COUNTY or must specifically allow the named insured to waive subrogation prior to a loss. 4. All coverage types and limits required are subject to approval,modification,and additional requirements by the COUNTY. MWTV shall not make any reductions in scope or limits of coverage that may affect the COUNTY's protection without the COUNTY's prior written consent. 5. Proof of compliance with these insurance requirements, consisting of endorsements and certificates of insurance shall be delivered to the COUNTY prior to the execution of this CONTRACT. If such proof of insurance is not delivered as required,or if such insurance is canceled at any time and no replacement coverage is provided, the COUNTY has the right, but not the duty, to obtain any insurance it deems Page 11 of 12 necessary to protect its interests. Any premium so paid by the COUNTY shall be charged to and promptly paid by MWTV or deducted from sums due MWTV. 6. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided by MWTV or INDEMNIFYING PARTIES,is intended to apply first and on a primary non-contributing basis in relation to any other insurance or self-insurance available to the COUNTY. 7. MWTV agrees not to self-insure or to use any self-insured retentions on any portion of the insurance required herein and further agrees that it will not allow any INDEMNIFYING PARTIES to self-insure its obligations to the COUNTY. If MWTV's existing coverage includes a self-insured retention, the self-insured retention must be declared to the COUNTY. The COUNTY may review options with MWTV,which may include reduction or elimination of the self-insured retention, substitution of other coverage,or other solutions. 8. MWTV will renew the required coverage annually as long as the COUNTY,or its employees,or agents face exposure from operations of any type pursuant to this CONTRACT. This obligation applies whether or not the CONTRACT is canceled or terminated for any reason. Termination of this obligation is not effective until the COUNTY executes a written statement to that effect. 9. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided by MWTV or any subcontractor is intended to apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to the COUNTY. Page 12 of 12