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HomeMy WebLinkAboutAgreements/Contracts - BOCC (004)GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: BOCG REQUEST SUBMITTED BY: CEMANELL CONTACT PERSON ATTENDING ROUNDTABLE: CEMANELL CONFIDENTIAL INFORMATION: ❑YES 8 NO DATE'. 9/4/2025 PHONE:2931 jVj;j !ION L 1:4 � I ME:1 i DAgreement / 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 Request for Rachelle Baughman, Coulee Creative Co, to sign on behalf of Grant County for Amendment #1 to the Social Media Manager Contract Agreement with Westwind Media LLC to update Agreement Payment Terms in alignment with the upcoming sales tax requirement. Term is from October 1, 2025 - December 2025. If necessary, was this document reviewed by accounting? ❑ YES ❑ NO R N/A If necessary, was this document reviewed by legal? 0 YES ❑ NO ❑ N/A DATE OF ACTION: GI I6'Z� DEFERRED OR CONTINUED TO - APPROVE: DENIED ABSTAIN D 1: D2: D3: WITHDRAWN: 4/23/24 CONTRACT AGREEMENT -AMENDMENT #1 Westwind Media LL & Coulee Creative Co LLC (Grant County) This Contract Agreement Amendment #1 ("Agreement") is made and entered into as of October 1, 2025, 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 of April 2025 - December 2025. This Amendment #1 updates Agreement Payment Terms in alignment with Department of Revenue requirements for payment of taxes by the Provider. 1. SERVICES PROVIDED The total contract amount is $42,250, to be paid monthly to 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. • The total costs do not contemplate taxes which are now required to be paid by the Provider. Provider may bill for those taxes as a separate line item in its billing to the Client, which the Client will remit to Provider. Provider is required to pay taxes to the taxing authority. For a monthly fee of $4,500, Westwind Media LLC agrees to provide the following services: 1.1 SOCIAL MEDIA MANAGEMENT ($3,500 OF MONTHLY FEE) • Content Creation & Scheduled Posts • Geotagging for optimized location targeting • Relevant reshares from other organizations • 20 posts per month across up to 4 platforms, including Instagram, Facebook, TikTok and YouTube (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) Westwind Media LLC & Coulee Creative Co LLC (Grant County) Contract Agreement Amendment #1 1.2AD 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 for why each boosted post was chosen based on current social media trends and the popularity of the post. 2. TERM OF AGREEMENT AND AMENDMENT #1 This Agreement shall be in effect from April 9, 2025 (signed date) - December 2025, subject to the provisions outlined in the Termination Clause (Section 5) . Amendment #1 shall be in effect from October 1, 2025 - December 2025, subject to the provisions outlined in the Termination Clause (Section EL. 2.1 TRIAL PERIOD & PERFORMANCE REVIEW The Client acknowledges that the Grant County social media accounts have been inactive for the past three months and are now transitioning to new management. While Westwind Media LLC will strive for a 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 while ensuring consistency with past branding • Monthly analytics will be reported directly to Coulee Creative Co LLC for review and strategic adjustments. 2.2 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. 3. PAYMENT TERMS • The Client agrees to pay Westwind Media LLC $4,500 per month, with additional taxes required, 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 by the last day of the month in which services were rendered. If payments are late, contracted services may be delayed. Services may be suspended if payments are late4 for 3 consecutive months, subject to 30 days notice to the County prior to contract termination. Page 2 of 5 Westwind Media LLC & Coulee Creative Co LLC (Grant County) Contract Agreement Amendment #1 4. TERMINATION CLAUSE 4.1 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. 4.2 PROVIDER (WESTWIND MEDIA LLC) TERMINATION RIGHTS 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, or visual 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 deliverable sand hinder p-erformance. 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 by Westwind 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. S. BREACH OF CONTRACT & LIABILITY If either party breaches the terms of this Agreement: • The breaching party shall be liable for damages resulting from non -compliance. Page 3 of 5 Westwind Media LLC & Coulee Creative Co LLC (Grant County) Contract Agreement Amendment #1 6. INDEMNITY AND HOLD HARMLESS The Contractor shall defend, indemnify, and hold the County, its officers, officials, employees, and volunteers harmless from any claims, injuries, damages, losses, or suits, including attorney fees, arising out of or in connection with the performance of the contract, except for injuries and damages caused by the sole negligence of the County. 7. INSURANCE The Contractor shall procure and maintain, for the duration of this contract, insurance against claims which may arise from or in connection with the performance of the work hereunder by the 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 shall include but not be limited to blanket contractual; products/completed operations and employer's liability. Any payment of deductible or self -insured retention shall 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 shall 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 prior written notice of any cancellation, suspension, or material change in coverage. The Contractor shall provide a certificate of insurance to the County Risk and Safety Coordinator for approval prior to the execution of this contract. B. GOVERNING LAW 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 shall be settled through mediation in Grant County, Washington. If mediation fails, the matter will be resolved through binding arbitration. • The prevailing party in any legal dispute shall be entitled to recover reasonable attorney's fees and costs. Page 4 of 5 Westwind Media LLC & Coulee Creative Co LLC (Grant County) Contract Agreement Amendment #1 9. AGREEMENT ACCEPTANCE By signing below, both parties acknowledge and agree to the terms outline din this Agreement. WESTWIND MEDIA LLC Representative Name: Alex Velazquez Title: Owner Signature: (/i,�r�/ Date: 9/6/25 COULEE CREATIVE CO (on behalf of Grant County) Representative Name: Title: Signature: Date: Page 5 of 5