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HomeMy WebLinkAboutAgreements/Contracts - BOCC (002)GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: BOCC REQUEST SUBMITTED BY: CEMANELL CONTACT PERSON ATTENDING ROUNDTABLE: CEMANELL CONFIDENTIAL INFORMATION: ❑YES ®NO DATE:11 /18/2024 PHONE: 2931 bug 01140 A!2U1U i:Wk-=1 :JW 61 ---- --- - - KWEI LU MIN gr.A1:j= ®Agreement / Contract ------------- ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑Computer Related ❑County Code ❑Emergency Purchase []Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant [:]Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB pia g i Me'i •"'?; U-1 is # Recommendation from the Tourism Advisory Committee to renew the Marketing Manager Contract with Coulee Creative. The Committee recommends increasing the Marketing Retainer to $42,768.00 for the cost of Cola, plus estimated loss of marketing commission. If necessary, was this document reviewed by accounting? ❑ YES ❑ NO 7 N/A If necessary, was this document reviewed by legal? W YES ❑ NO ❑ N/A DATE OF ACTION: APPROVE: DENIED ABSTAIN D1: D2: D3: DEFERRED OR CONTINUED TO:. C,10,7D-2-L1 11 WITHDRAWN: 4/2 3/24 2025 MARKETING/DEVELOPMENT CONTRACT 1. PARTIES. This contract is entered into between Grant County, duly organized and operated under and by virtue of the Constitution and the laws of the State of Washington, by and through the Grant County Tourism Advisory Committee (hereinafter referred to as the "COUNTY"), and Rachelle Baughman of Coulee Creative (hereinafter referred to as "CONTRACTOR"), a Washington State Sole Proprietorship. 2. PURPOSE. The purpose of this contract is to set forth the terms and conditions under with CONTRACTOR agrees to assist the COUNTY with the development and implementation of the Grant County Tourism Advisory Committee's tourism promotion plan. 3. TERM. This contract shall be in full force and effect from January 1, 2025, through g December 31, 2025, unless otherwise terminated pursuant to the terms and conditions herein. 4. TERMINATION. CONTRACTOR may terminate this contract with thirty a s (30) days written notice; the COUNTY may terminate this contract with three (3) days' notice. If the contract is terminated by the COUNTY for any reason other than for breach of this contract, CONTRACTOR will be entitled to compensation as set forth herein. If the contract is terminated for cause by the COUNTY, or by CONTRACTOR, CONTRACTOR will be entitled to compensation in an amount reflecting the value added to the COUNTY. 5. SCOPE OF WORK a. Support the Annual Marketing Campaign/Budget Planning and Development (2025 Budget to be provided) b. Promotional Material Production as required. c. Campaign Media Buying and Billings as required. d. Overall Campaign Implementation as required. e. Monthly Billing and Advertising Verification. f. Sales of Cooperative Programs and Events. g. Meeting Attendance: • Grant County Tourism Advisory Committee Monthly Meetings h. 2025 Grant County Tourism Advisory Committee Marketing • Regional Publications, Radio and Television (Regional/National) • Visitor Guides (State Lodging and Visitor's Guide) • Cooperative Projects (Retail Events/Community Events) • Specialty/Mailing/Photo Sharing i. Mailings • Provide mailings from COUNTY to requested individuals and/or entities j. Billings Grant County, Washington/Coulee Creative 2025 Marketing/Development Contract • Provide detailed invoices to the COUNTY for requested reimbursements. Invoices must include detailed billing, tear sheets, invoices, etc. for all reimbursable items. 6. COUNTY'S OBLIGATIONS. The COUNTY agrees to: a. Review and approve the Annual Marketing Plan submitted by CONTRACTOR b. Review and approve purchases to be made over the amount of $5,000.00 before reimbursement. c. Review and approve all contracts with a value of $5,000 or over before CONTRACTOR enters contract. d. Proof all promotional materials as outlined in Annual Marketing Campaign. e. Provide CONTRACTOR with campaign advertising response information as collected. 7. PAYMENT. a. The COUNTY will pay CONTRACTOR an annual retainer of Forty -Two Thousand, Seven Hundred Sixty Eight and No/100 Dollars ($42,768.00), which will be divided into twelve (12) installments, each installment in the amount of Three Thousand, Five Hundred Sixty Four and No/100 Dollars ($3,564.00). Each installment will be tendered no later than 30-days from the date of invoice receipt at the COUNTY. b. No media commission will be paid to the CONTRACTOR from the media or the COUNTY. Any media commission paid to the CONTRACTOR must be disclosed to the COUNTY by submitting the agreement for the commission and the commission amount will be deducted from the COUNTY contract. c. The COUNTY will be billed monthly for all pre -approved marketing expenses incurred during the preceding month. Payment is to be made withing thirty (30) days of the COUNTY's receipt of the CONTRACTOR's billings. d. Travel and training expenses must conform with the COUNTY's current Travel, Training & Expense Reimbursement policy, including per diem amounts. e. This contract shall not exceed the sum of Two Hundred Seventy -Seven Thousand, Six Hundred Seventy -Three and No/100 Dollars ($277,673.00) for all expenditures set forth herein, including, but not limited to, CONTRACTOR's monthly retainer, CONTRACTOR's pre -approved marketing expenses as provided for in this contract, and the actual costs of placing marketing ads in the media as set forth herein, and travel expenses. CONTRACTOR shall not bill the COUNTY in excess of Two Hundred Seventy -Seven Thousand, Six Hundred Seventy -Three and No/100 Dollars ($277,673.00) on an annual basis, pursuant to the terms and conditions of this contract, without the express, written approval by the COUNTY, obtained in advance. Page 2 of 6 Grant County, Washington/Coulee Creative 2025 Marketing/Development Contract 8. PROPRIETARY RIGHTS. CONTRACTOR agrees that all products, work, etc. created by CONTRACTOR pursuant to this contract are the work product of the COUNTY and are proprietary information and are the exclusive property of the COUNTY. Pictures and information provided to the CONTRACTOR by the COUNTY for the project set forth herein are also proprietary information of the COUNTY and, CONTRACTOR shall have no interest in them. 9. AUTHORITY TO SIGN CONTRACTS. The CONTRACTOR may enter into a contract on behalf of the county if the COUNTY pre -approves the purchase and contract. All contracts entered by CONTRACTOR must have the option of being assignable to the COUNTY at the COUNTY's choice. 10. NOTICES. All notices and/or written communications required or permitted to be given or served by any party hereto upon any other, shall be deemed given or served in accordance with the provisions contained herein, by delivering personally, or mailed, postage prepaid and properly addressed, as follows: If to the COUNTY: Caitlin E. Manell, Deputy Clerk of the Board Grant County Courthouse P.O. Box 37 Ephrata, WA 98823-0037 If to CONTRACTOR: Rachelle Baughman, Owner Coulee Creative 17 Midway Avenue Grand Coulee, WA 99133 11. ENTIRE AGREEMENT. This contract constitutes the entire agreement of the parties, and supersedes all prior agreements, contracts, and understandings, written or oral. This contract may be amended only in writing, signed by the parties. 12. ASSIGNABILITY. CONTRACTOR may not assign its rights and/or obligations under this contract to a third party without the express written consent of the COUNTY. 13. NO WAIVER. No failure of the parties to insist on the strictest performance of any term of this contract shall constitute a waiver of any such term or an abandonment of this contract. Page 3 of 6 Grant County, Washington/Coulee Creative 2025 Marketing/Development Contract 14. SEVERABILITY. If any term, provision, covenant, or condition of this contract shall be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the contract shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby. To this end, the provisions of this contract are declared to be severable. 15. HEADINGS NOT CONTROLLING. Headings used in this contract are for reference purposes only and shall not be considered a substantive part of this contract. 16. JURISDICTION AND VENUE. This contract has been and shall be construed as having been made by both parties, and delivered within the State of Washington, and it is agreed by the parties hereto that this contract shall be governed by the laws of the State of Washington, both as to interpretation and performance. Grant County will be the venue for any litigation related to this Agreement. 17. DISPUTES. The parties mutually agree to resolve any disputes regarding interpretation or enforcement of the terms and conditions of this contract by good faith negotiation. 18. INDEMNIFICATION. Each party shall be liable and responsible for the consequences of any negligent or wrongful act or failure to act on the part of itself and its officers, employees and/or agents. Neither party assumes responsibility to the other party for the consequences of any act or omission of any person, firm or corporation not a party to this contract. 19. EFFECTIVE DATE. This contract shall be effective upon signature by the last party signing and shall terminate only upon the written, mutual consent of the parties, except as may be otherwise provided elsewhere in this contract. Page 4 of 6 Grant County, Washington/Coulee Creative 2025 Marketing/Development Contract Grant County has caused this instrument to be executed by its proper officers on this day of ,2024. BOARD OF COUNTY COMMISSIONERS Grant County, Washington Cindy Carter, Chair Danny E. Stone, Vice Chair Rob Jones, Member Approved as to form: Rebekah Kaylor, Chief Civil Deputy Prosecuting Attorney Attest: Barbara J. Vasquez, CMC Clerk of the Board Page 5 of 6 Grant County, Washington/Coulee Creative 2025 Marketing/Development Contract On behalf of the Tourism Advisory Committee, Date: .Amanda Laramore, Chair Grant County Tourism Advisory Committee c/o Grant County P.O. Box37 Ephrata WA 98823-0037 The undersigned represents that she is the owner of Coulee Creative, that she has the authority of Coulee Creative to sign this contract, and that the undersigned's signature is binding upon Coulee Creative. Date: Rachelle Baughman, Owner Coulee Creative 17 Midway Avenue Grand Coulee, WA 99133 Page 6 of 6 IN Outlook RE: Coulee Creative Contract Renewal From Rebekah M. Kaylor <rmkaylor@grantcountywa.gov> Date Mon 11/18/2024 2:56 PM To Caitlin E. Manell <cemanell@grantcountywa.gov> 0 1 attachment (40 KB) Coulee Creative -DRAFT 2025 Contract.docx; Hello, Please take a look and let me know if you have thoughts on this, if something is confusing, or if I missed something. Regards, Rebekah Kaylor Chief Deputy Prosecuting Attorney (Civil/Appellate) Grant County Prosecuting Attorney's Office PO Box 37 Ephrata, WA 98823 Phone: 509.754.2011 x3950 Fax: 509.754.6574 r m kay l o r g ra ntco u ntywa . gov The contents of this e-mail message, including any attachments, are intended solely for the use of the person or entity to whom the e-mail was addressed. It contains information that may be protected by attorney -client privilege, work -product, or other privileges, and may be restricted from disclosure by applicable state and federal law. If you are not the intended recipient of this message, be advised that any dissemination, distribution, or use of the contents of this message is strictly prohibited. If you received this message in error, please contact the sender by reply e-mail. Please also permanently delete all copies of the original e-mail and any attached documentation. Please be advised that any reply to this e-mail may be considered a public record and be subject to disclosure upon request. From: Caitlin E. Manell <cemanell@grantcountywa.gov> Sent: Friday, November 8, 2024 11:27 AM To: Rebekah M. Kaylor <rmkaylor@grantcountywa.gov> Subject: Coulee Creative Contract Renewal Hello! Please see attached Draft 2025 Coulee Creative Contract for our review. There was , y also a suggestion made (either by you or the Commissioners ... I don't remember which) to have a paragraph added about product contract ownership transferringto the County should t ty he contract be terminated. That's not included in here, I wasn't sure where to add it or how to word that. I will also be talking to the Commissioner's next week about Coulee Creative Touri / sm adopting the County s per diem policy for travel. Is that something that should be included in here? Thanks! Caitlin E. Manell Deputy Clerk of the Board I Grant County Commissioners Office PO Box 37 35 C Street NW Ephrata, WA 98823 509-754-2011 ext. 2931 509-754-6098 (fax)