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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:12/5/2024 PHONE:2g31 IT! 1:4 ilk ®Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award []Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑Computer Related ❑County Code ❑Emergency Purchase El 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 [SUGGISTED WORDING FOR AGENDA: Who, What, When, Why, Term, cost, etc. Amended recommendation from• • •ry Committee to renew the Marketing Manager Contract with Coulee Creative. The Committee recommends increasing the Marketing Retainer to $87,000.00 for the cost of Cola, plus loss of marketing commission. Term of the contract is January 1, 2025 through December 31, 2025. If necessary, was this document reviewed by accounting? ❑ YES ❑ NO B N/A If necessary, was this document reviewed by legal? ® YES ❑ NO ❑ N/A DATE OF ACTION: DEFERRED OR CONTINUED TO:—�"- APPROVE: DENIED ABSTAIN M D2: M WITHDRAWN: 4/23/24 2025 MARKETING/DEVELOPMENT CONTRACT 1.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 December 31, 2025, unless otherwise terminated pursuant to the terms and conditions herein. 4. TERMINATION. CONTRACTOR may terminate this contract with thirty (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: 0 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 0 Provide mailings from COUNTY to requested individuals and/or entities Page 1 of 6 j . Billings • 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 camp aign/advertising response information as collected. 7. PAYMENT. a. The COUNTY will pay CONTRACTOR an annual retainer of Eighty -Seven Thousand and No/100 Dollars ($87,000.00), which will be divided into twelve (12) installments, each installment in the amount of Seven Thousand, Two Hundred Fifty and No/100 Dollars ($7,250.00). Each installment will be tendered no later than 3 0-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 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 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 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 has caused this instrument to be executed by its proper officers on this day of 12024. 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 On behalf ofthe Tourism Advisory Committee, Date: Ainanda Laramore., Chair Grant County Tourism Ad-yrisory Committee -c/o Grant County P.O. Box 37 EphrAtaWA 98823-0037 The undersiped 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. 1"'7, - c.�- 2L-I- Date: RaQhe.Ile Baughman, Owner Coulee Creative 17 Midway Avenue Grand Coulee, WA 99133 Page 6 of 6 11- Miq ill This handout provides an overview of my marketing contract pricing, comparing the income i earned under the 2024 budget to the proposed 2025 budget. Additionally, i have included an alternative proposal for a fixed monthly rate. 2024 Marketing Budget and Income • Total Budget: $353,786 • Stipend: $3,300/month ($39,600 annually) • Remaining Budget for Marketing: $314,186 • Commission (15%): $47,v 127 • Overall Compensation: $86,,727 • Total Budget: $227,673 • Stipend: $3,564/month ($42,768 annually) • Remaining Budget for Marketing: $184,905 • Commission (15%):$27,735.75 • Overall Compensation: $70,,503.75 I am proposing an alternative structure for this role to simplify the financial arrangement and ensure consistency in services: • Fixed Monthly Rate: $7,250 • Annual Total: $87,000 This proposal reflects my hourly dedication to Grant County marketing, aligns with my 2024 total earnings, and demonstrates my commitment to maintaining high -quality services while accommodating the reduced marketing budget for 2025. Comparison of 2024,2025, and Proposat Year Stipend (Annual) Commission (15%) Total Wage Income 2024Actual $39,600 $47,127 $86t727 2025 Bid $42t768 $27,735.75 $70,503.75 2025 Alternative N/A N/A $87,000 Benefits of the Aftemetive Proposal 1. Consistency: Fixed monthly rate etiminates variability based on budget changes or commission. 2. Simplified Budgeting: Grant County can plan for a single, predictable expense for marketing services. 3. Sustained Services: The proposed rate ensures I can continue providing the same high-quatity marketing services without being impacted by budget reductions. Thank you for your time and consideration. I look forward to discussing this proposal further.