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Home My WebLink AboutAgreements/Contracts - BOCC (003)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 M NO DATE: 03/20/2025 PHONE:2g31 ®Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑Computer Related ❑County Code El 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 UGGESTEDWORDING FOR AGENDAS Who, What, When, Whv, Term, cost, etc, Request for Rachelle Baughman (Coulee Creative -Co.) to sign on behalf of Grant County for the Social Media Manager Contract with Westwind Media. Term is upon signature through December 2025 in the amount of $42,250.00. If necessary, was this document reviewed by accounting? ❑ YES ❑ NO M N/A If necessary, was this document reviewed by legal? M YES ❑ NO ❑ N/A DATE OF ACTION: %` �a�.i DEFERRED OR CONTINUED TO- APPROVE: DENIED ABSTAIN D1: 0� D2: D3: 4/2 3/24 WITHDRAWN - RECEIVED APR - Z 2025 GRANT COUNTY COMMISSIONERS Westwind Media LLC & Coulee Creative Co LLC (Grant County) This Contract Agreement ("Agreement") is made and entered into as of +III_?X2 (signed date), by and between: • Westwind Media LLC (EIN#:87-0839098) , hereinafter referred to as the "Provider" • Coulee Creative Co LLC (EIN#: 92-0932467), acting on behalf of Grant County (EiN#: 91-6001319), hereinafter referred to as the `Client" This Agreement outlines the terms and conditions under which Westwind Media LLC will provide social media management and digital marketing services to Grant County under the oversight of Coulee Creative Co LLC for the term April 2025 - December 2025. The total contract amount is $42,250, to be paid monthlyto Westwind Media LLC from April to December 2025. The expense breakdown is as follows: • $33.,250 allocated to Westwind Media for services rendered. This covers $1,750 in on -boarding fees, and $3,500 per month. • $9,000 allocated for social media ad spend. For a monthly fee of $4,500, Westwind Media LLC agrees to provide the following services: 1,1 Sociat Media Management ($3,500 of Monthly Fee) • Content Creation & Scheduted Posts • Geotaggingfor optimized location targeting • Relevant reshares from other organizations • 20 posts per month across up to 4 platforms, including Instagram, Facebook, TikTok, and YouTube o Including 2-3 reels and short -form videos • 1 Custom Ad Campaign per Year • Monthly Strategy Review & Adjustments • Monthly Analytics & Performance Reporting (Submitted to Coulee Creative Co LLC) 1.2 Ad Spend Management ($1 000 of Monthly Fee) All social media ad spend will be used exclusively to support Grant County's Eat, Play, Stay initiative and Nature Playground Campaign. The breakdown of ad spend will be reported each month in the analytics report, providing an explanation forwhy each boosted postwar chosen based on current social media trends and the popularity of the post. This Agreement shalt be in effect from (signed date) -December 31, 2025, subject to the provisions outlined in theTermination Clause (Section 5). The Client acknowledges thatthe Grant County social media accounts have been inactive forthe pastthree months and are now transitioningto new management. While Westwind Media LLC will strive fora seamless transition, initial performance metrics should take into account this period of inactivity. * Westwind Media LLC will align content with Coulee Creative Co LLC's marketing vision White ensuring consistency With past branding. * Monthly analytics will be reported directly to Coulee Creative Co LLC for review and strategic adjustments. .Account Relaunch Timeline * once the final contract is reviewed and approved, the Grant County social media accounts will go live again within 10 days, under Westwind Media LLC's management. * The Client agrees to pay Westwind Media LLC $4.,500 per month, which includes the $3,500 service fee and $1 ,000 ad spend. * Payment is due by the last day of each month via check. Late payments may result in delays or suspension of services. A payment is considered late if it is not postdated bythe last day of the month in which services were rendered. If payments are late, contracted services may be delayed. Services maybe suspended if payments are late for 3 consecutive months, subject to 30 days notice to the County priorto contract termination. .1 CLient Termination Rights If the Client is dissatisfied with the services provided, they may terminate this Agreement with 30 days' written notice. • Upon termination, all outstanding payments must be settled by the Client. • The Provider will deliver a final report summarizing analytics and completed work up to the termination date. 2 Westwind Media LLC reserves the right to terminate this Agreement with 30 days' written notice if: • The Client fails to provide necessary information., approvals, or cooperation required for effective service delivery, including but not limited to: o Timely access to social media account credentials and platforms o Access to branding guidelines, logos, orvisual assets needed to create content o Feedback or direction when requested to ensure alignment with marketing goals Failure to provide the above in a timely manner may delay deliverables and hinder performance. If such issues persist, Westwind Media LLC reserves the right to terminate the contract with 30 days' written notice. • The Client materially changes the scope of work beyond the agreed terms without negotiation. Upon termination byWestwind Media LLC: • Any work completed up to the termination date will be provided to the Client. • Unused ad spend funds for that month will be returned or adjusted accordingly. • All outstanding payments for completed services remain due. If either party breaches the terms of this Agreement: • ThO breaohitig party chat! be liabto for damages resutting fror'n nor -oompt anoo. The Contractor shalt defend, indemnify, and hold the County, its officers, officials, employees, and volunteers harmless from any claims, injuries, damages, losses, or suits, including attorney fees, including attorneyfees, arising out of or incennection with the performance of the contract, except for injuries and damages caused bythe sole negligence of the County. The Contractor shall procure and maintain, forthe duration of this contract, insurance against claims which may arise from or in connection with the performance of the work hereunder bythe Contractor, its agents, representatives, employees or subcontractors. General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate. Coverage shalt include but not be limited to blanket contractual; products/completed operations and employer's liability. Any payment of deductible or self -insured retention shalt be the Contractor's sole responsibility. The County shall be named as an additional insured on the insurance policy concerning work performed by or on behalf of the Contractor, and a copy of the endorsement naming the County as an additional insured shalt be attached to the Certificate of Insurance. The Contractor's insurance shall be the primary insurance concerning the County, and the County shall be given thirty (30) days priorwritten notice of any cancellation, suspension, or material change in coverage. The Contractor shalt provide a certificate of insurance to the County Risk and Safety Coordinatorfor approval prior to the execution of this contract. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington. • Any disputes arising from this Agreement shall first be resolved through good faith negotiations. • If a resolution cannot be reached, disputes shalt be settled through mediation in Grant County, Washington. If mediation fails, the matterwill be resolved through binding arbitration. • The prevailing party in any legal dispute shall be entitled to recover reasonable attorneys fees and costs. By signing below, both parties acknowledge and agree to the terms outlined in this Agreement. Representative Name: Titte: .A� - - .1 n Signature: . ( A /V L-/ Date: Coulee Creative Co LLC (on behalf of Grant County) Name: e: T,tte: ()V--Kt;b001 (,� 9 Signature: 4UAuA& P) 2A9 0 Date: 1� . • � . CoOR" CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 03/26/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hiscox Inc. 5 Concourse Parkway Suite 2150 CONTACT NAME: PHONE (� 88g 202-3007 FAX ACAN�o Ext : A/C No E-MScontact@hiscox.com ADDRESS: INSURERS AFFORDING COVERAGE NAIC # Atlanta GA, 30328 INSURER A: Hiscox Insurance Company Inc 10200 INSURED INSURER B Westwind Media LLC DBA Westwind Media 17 midway Ave INSURER C Ste C INSURER D : INSURER E : Grand Coulee, WA 99133 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER -- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DD/YYYY LIMITS A X I COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx_1OCCUR P104.688.226.1 03/26/2025 03/26/2026 EACH OCCURRENCE $ 1,000 000 DAMAGE TO RENTED PREMISES Ea occurrence $ 100,000 GEN'L X MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 0 AGGREGATF-1E LIMIT APPLIES PER: POLICY PECOT- LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ S/T Gen. Agg. $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N T ANYPROPRIETOR/PARTNER/EXECUIVE OFFICER/MEMBEREXCLUDED? H (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PER OTH- STATUTE I I ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION Grant County, Washington PO Box 37 35CStNW Ephrata WA 98823 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ME @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD