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Home My WebLink AboutAgreements/Contracts - BOCCK26-024 GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: BOCC DATE:1/23/26 REQUEST SUBMITTED BY: CEMAN ELL PHONE: 2931 CONTACT PERSON ATTENDING ROUNDTABLE. CEMAN ELL CONFIDENTIAL INFORMATION: DYES ® NO ®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 lig 10 2026 Grant County Travel Planner Publishing Agreement between Grant County and JayRay Ads & PR, Inc. (JayRay) in the amount of $23,435.00 plus applicable taxes. Term of the agreement is upon signature through December 31, 2026. If necessary, was this document reviewed by accounting? ❑ YES If necessary, was this document reviewed by legal? 0 YES ❑ NO -7j (,l DATE OF ACTION: —off 7 — APPROVE: DENIED ABSTAIN D1: K 9J3 D2: D3: ❑NO RN/A DEFERRED OR CONTINUED TO: WITHDRAWN: ❑ N/A 4/2 3/24 2026 GRANT COUNTY TRAVEL PLANNER 1. PARTIES. This Agreement 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, ("County"), and JayRay ads & PR, Inc. ("JayRay"). 2. PURPOSE. The purpose of this Agreement is to set forth the terms and conditions under which JayRay agrees to produce a Grant County Visitor Guide for the County by and through the Grant County Tourism Advisory Committee. 3. TERM. This Agreement shall be in full force and effect upon full execution through December 31, 2026, unless otherwise terminated pursuant to the terms and conditions herein. 4. TERMINATION. JayRay may terminate this Agreement with thirty (30) days written notice, the County may terminate this Agreement with three (3) days written notice. If the Agreement is terminated by the County for any reason other than for breach of this Agreement, JayRay will be entitled to compensation as set forth herein. If the Agreement is terminated for cause by the County, or by JayRay, JayRay will be entitled to compensation in an amount reflecting the value added to the County. 5. SCOPE OF WORD. a. JayRay shall provide creative direction, editorial development, design, layout and production of the Grant County Visitor Guide. b. The Grant County Visitor Guide content will include (up to) forty (40) pages including a cover in all 40,000 copies printed. C. The County will receive 2,000 copies of the Visitor Guide for their own distribution. JayRay will coordinate with printer for secure transfer of files for distribution of the Visitor Guides. d. JayRay will coordinate printing of the 40,000 copies of the Visitor Guide to be ready for distribution on or before March 31, 2026. The parties agree that the above referenced distribution date is a projected distribution date only. JayRay will not be held responsible for delays in distribution that are beyond its control, including but not limited to, delays caused by the County or by others, including printers or material suppliers. JayRay will, however, snake a good faith effort to meet the distribution deadline agreed to by the parties. e. Upon publication, JayRay will provide an electronic file (pdf) of the Visitor Guide to Grant County for website purposes. , 6. COUNTY'S OBLIGATIONS. The County agrees to: a. Provide JayRay assistance in locating photographs for placement in the (up to 40-page section and cover) Visitor Guide; and b. Provide information for the editorial pages; and b. Proofread editorial copy. prior to printing; and C. Facilitate the distribution of 38,000 (remaining of 40,000) Visitor Guides through Certified Folder and their distribution channels. 2026 Grant County Travel Planner Agreement Grant County and JayRay Ads & PR, Inc. 7 . PAYMENT: a. The County agrees to pay JayRay a fee of $23,435.00 plus applicable taxes, as full compensation for JayRay's performance of this Agreement. Additional printing and distribution costs will be invoiced directly to Grant County to avoid agency markup. b. Work changes in layout, additional pages, photos or information other than that referenced herein are subject to additional charges. Such additional charges will be negotiated by the parties and subject to written agreement. C. In consideration for the services and products provided by JayRay, the County agrees to compensate JayRay the sum of $23,435.00 plus taxes, payable as follows: i. The County will be billed monthly for all pre -approved expenses incurred during the preceding month. Payment is to be made within thirty (30) days of the County's receipt of JayRay's billing. ii. Additional fees for changes, additional pages, taxes etc., as referenced herein above and as agreed by the parties, are due and payable within thirty (30) days of receipt of delivery of the Visitor Guides. 8 . NOTICE. 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 personal delivery, or by mail with pre -paid postage and properly addressed, as follows: If to the County: Board of County Commissioners Grant County Courthouse P.O. Box 37 Ephrata, WA 98823 If to JayRay: JayRay Ads & PR, Inc. 1102 A Street Suite 300 #311 Tacoma, WA 98402 9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties, and 11 supersedes all prior written or oral agreements, contracts, and understandings. The Agreement may be amended in writing, signed by both parties. 10. ASSIGNABILITY. JayRay may not assign its rights and/or obligations under this Agreement to a third party without the express written consent of the County. 11. NO WAIVER. The failure of either party to insist on the strictest performance of any term of this Agreement shall in no way constitute a waiver of any such term or abonnement of this Agreement. Page 2 of 4 2026 Grant County Travel Planner Agreement Grant County and JayRay Ads & PR, Inc. 12. SEVERABILITY. If any term, provision, covenant, or conditions of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of this Agreement shall continue in full force and effect, and shall in no way be affected, impaired or invalidated. The provisions of this Agreement are severable. 13. HEADINGS NOT CONTROLLING. Headings used in this Agreement are for reference only and shall not be considered a substantive part of this Agreement. 14. JURISDICTION AND VENUE. This Agreement is governed by the laws of the State of Washington both as to interpretation and performance. Venue for any suit, legal action, or alternative dispute resolution proceeding arising from or related to this Agreement shall be conducted in Grant County, Washington. 15. DISPUTES. The parties agree to attempt to resolve any disputes regarding interpretation or enforcement of the terms and conditions of this Agreement by good faith negotiation. 16. INDEMNIFICATION. The County shall be liable and responsible for the consequences of any negligent or wrongful act or failure to act on the part of the County or its officers, employees and/or agents. JayRay shall be liable and responsible for the consequence of any negligent or wrongful act or failure to act on the part of JayRay, 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 Agreement. 17. EFFECTIVE DATE. This Agreement shall be effective upon signature by the last party signing and shall terminate only upon the written mutual consent of both parties, except as may be otherwise provided in this Agreement. JayRay Ads & PR, Inc. Name: Bethany Doane Position: Ops Mgr & Principal Grant County Tourism Advisory Committee Name: Shawn Cardwell Position: chair, G CTAC Date: Jan 13, 2026 Signature: AL71 i'�/l%G� �D.cQ/vL� 61 Date: 1/16/2026 Signature: _ a4 //,� xj� Page 3 of 4 2026 Grant County Travel Planner Agreement Grant County and. JayRay Ads & PR, Inc. APPROVED AND ADOPTED this day ofJew'*,UM, 2026. BOARD OF COUNTY COMMISSIONERS Grant County, Washington Kevin R. Burges air Wob Jones i air Cindy Carte ,Member TEST: B rba a J. Vasquez, F a q�ler of the Board APPROVED AS TO FORM: Barbara Duerbeck, Chief Civil Deputy Prosecuting Attorney Page 4 of 4