The URL can be used to link to this page

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: gOCC DATE: 1 2I4IZO25 REQUEST SUBMITTED BY: CEMAN-ELL PHONE: 2931 CONTACT PERSON ATTENDING ROUNDTABLE: CEMAN ELL CONFIDENTIAL INFORMATION: ❑YES BNO 2025 through December 31, 2026. i If necessary, was this document reviewed by accounting? ❑ YES 1T 1"15 UUGU T !"t Fe u1Ces V e'lfll ripe 1 If necessary, was this document reviewed by legal? FoR YES F� N 0 DATE OF ACTION: APPROVE: DENIED ABSTAIN D1: h�f/ D2: D3: ❑NO ON/A ❑ N/A r? - / (4 -, 2 DEFERRED OR CONTINUED TO: f WITHDRAWN: 4/23/24 CONTRACT AGREEMENT Westwind Media LLC &Coulee Creative Co LLC (Grant County) This Contract Agreement ("Agreement") is made and entered into as of (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 underwhich 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 January 2026 - December 2026. 1. SERVICES PROVIDED The total contract amount is $70,320, to be paid monthlyto Westwind Media LLC from Januaryto December 2026. The expense breakdown is as follows: • $4,500 per month allocated to Westwind Media for services rendered. (subject to applicable sales tax, totaling $4,860 per month including tax). • $12,000 allocated for social media ad spend. For a monthly fee of $4,500, Westwind Media LLC agrees to provide the following services: 1.1 Social Media Management ($4,500 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 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 postwas chosen based on current social media trends and the popularityofthe post. 2. TERM OF AGREEMENT This Agreement shall be in effect from (signed date) -December 31, 2026, subject to the provisions outlined in the Termination Clause (Section 5). 2.1 Performance Review The Client acknowledges that Westwind Media LLC has managed the Grant County social media accounts throughout 2025 and will continue providing services underthis agreement for 2026. Performance metrics should be evaluated based on overall account growth, engagement trends, and campaign effectiveness over time, rather than short-term fluctuations. • Westwind Media LLC will align content with Coulee Creative Co LLC's marketing vision while ensuring consistencywith past branding. • Monthly analytics will be reported directly to Coulee Creative Co LLC for review and strategic adjustments. 2.2 Continuation of Services • Upon approval of this agreement, Westwind Media LLC will continue uninterrupted management of the Grant County social media accounts. Services will include ongoing content creation, scheduling, advertising management, community engagement, and performance reporting in accordance with the agreed scope of work. 3. PAYMENT TERMS • The Client agrees to pay Westwind Media LLC $5,860 per month, which includes the $4,860 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 late for 3 consecutive months, subject to 30 days notice to the County prior to contract termination. 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, orvisual assets needed to create content o Feedback or direction when requested to ensure alignmentwith 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 by Westwind Media LLC: • Any work completed up to the termination date will be provided to the Client. • Unused ad spend funds forthat month will be returned or adjusted accordingly. • All outstanding payments for completed services remain due. 5. 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. 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, including attorneyfees, arising out of or incennection 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, 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 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 priorwritten notice of any cancellation, suspension, or material change in coverage. The Contractor shall provide a certificate of insurance to the County Risk and Safety Coordinatorfor approval prior to the execution of this contract. &GOVERNING LAW This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington. • Any disputes arisingfrom this Agreement shallfirst 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 matterwill be resolved through binding arbitration. • The prevailing party in any legal dispute shall be entitled to recover reasonable attorney's fees and costs. 9. AGREEMENT ACCEPTANCE By signing below, both parties acknowledge and agree to the terms outlined in this Agreement. Westwind Media LLC Representative Name: _ Tit le: Signature: _ Date: Coulee Creative Co LLC (on behalf of Grant County) Representative Name: Tit le: Signature: Date: