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HomeMy WebLinkAboutAgreements/Contracts - BOCCGRANT 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: DYES 8NO onre 6/16/2026 PHONE:2931 • • �i - RAgreement / 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 El 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 UUT 02 :4 oil L, Lg jej WM a k, I • s Request for Caitlin Manell, Clerk of the Board, to sign Distribution Agreement with Certified Travel Media (CTM - previously known as Certified Folder) in the amount of $10,488.00 for the distribution of the 2026 Tourism Travel Planner. This is a budgeted expense to be paid from Fund 114.0000 (Tourist Advert). If necessary, was this document reviewed by accounting? ❑ YES ❑ NO R N/A If necessary, was this document reviewed by legal? R YES ❑ NO ❑ N/A DATE OF ACTION: - I -LYO APPROVE- DENIED ABSTAIN .. . D2: D3: 4/23/24 DEFERRED OR CONTINUED TO- WITHDRAWN- 1 of 4 CERTIFIED RAVEL MEDIA 6/16/2026 Grant County Grand County Commissioners Office P.O. Box 37 Ephrata WA 98823 United States of America Caitlin Manell cemanell@grantcountywa.ogv CTM Representative: Shannon Balmes Payment Terms: NET30 Contract ID: CUS-005628 Purchase Order: Certified Travel Media, LLC ("CTM") agrees to distribute CLIENTS (identified in the address block above) brochures to locations in the specified market sector(s), and/or place CLIENTS ad in the specified publication(s), and/or perform the below stated Mobile Media Contracted Services for the length of this contract. Payment Schedule: Year Note: Contract rates are subject to all applicable taxes CTM and the CLIENT agrees to the terms and conditions of the Certified Travel Media, LLC open account agreement as outlined on the next page of this contract. Please sign below and return a copy of this contract to your CTM Media Consultant and retain a copy for your files. Thank you for choosing Certified Travel Media, LLC. Client Signature Date: � / � / � Media Consultant Date: Received by Accounting The undersigned is authorized to contract for the above stated company CERTIFIED TRAVEL MEDIA Please take a moment to ensure your billing infomation is accurate. Grant County Grand County Commissioners Office P.O. Box 37 Ephrata WA 98823 United States of America If you would like to make a change, kindly provide updated billing information below: Address City, State, Zipcode Contact Phone S-D t� - -7 "'02, q 3 Please provide the email address for invoices/statements. Email Address Contract ID: CUS-005628 2 of 4 3 of 4 BROCHURE DISTRIBUTION TERMS AND CONDITIONS General Terms & Conditions of Contract 1. All invoices are payable within 30 days of invoice date unless otherwise specified herein. If unpaid, a late charge of 1.5% per month or 18% annually will be added to the unpaid balance and accrue monthly thereafter until paid. All legal fees, court costs and reasonable collection costs will be paid for by Client in case of default on the terms of this contract. 2. If CTM is unable to perform the services outlined in this contract, any payment received in advance will be refunded to Client less adjustment to the actual earned rate. 3. CTM reserves the right to exclude any advertisement if, after receipt of Client's material, CTM determines in its discretion that the advertisement is inappropriate or inconsistent with CTM's standards or policies. Brochure Display Space Terms & Conditions 4. CTM agrees, during the dates specified in the contract, to reserve one (1) slot (of the specified size) in each owned physical display stand located in the specified "Market Sectors" for the purpose of displaying Client's brochure; to distribute and display Client's physical brochures to selected locations in the specified "Market Sectors"; and to fill each reserved slot on a service schedule determined by CTM. Client will be responsible for supplying CTM with adequate quantities of brochures, and for arranging pre -paid shipment and unloading to CTM Inventory Center(s). The acceptance of brochures may be subject to approval by the owners, managers, or employees of certain distribution locations. Terms of the contract will not be affected by a shortage or inadequate supply of brochures, non -acceptance of brochures at distribution locations, or the number of locations in each "Market Sector" which may vary from time to time. 5. Brochures remain the property of Client and are not insured by CTM for loss or damage. CTM will not be held responsible for any damage or loss of brochures, nor any claims arising from Client's brochures, their contents, or any claims made therein. CTM is not obligated to return any Client brochures remaining in CTM's inventory at the end of the contract term. Brochures must be packed in consistent size boxes. Each box cannot exceed 40 lbs. The quantity per box & title of brochure is to be clearly labeled on the outside of each box. Brochures must be received at the CTM Inventory Center(s) 10 business days prior to contract start date unless otherwise specified. Visitor Fun Cards/Right CardsTM Terms & Conditions 6. All deposits for the printing of Visitor Fun Cards or Right CardsTM are non-refundable. CTM retains all rights to Right Cards TM or any other form of mini brochures, printing of mini brochures and any artwork and custom design that are created for Client. Upon the completion of this contract, any remaining Right CardsTM remain the property of CTM Publication Display Ads Terms & Conditions 7. All artwork must be supplied as a high resolution .pdf, .jpg, .tiff or .eps file. inDesign, Illustrator and layered .psd files are also accepted. All fonts must be converted to outlines. All artwork must be saved at 300 dpi at final size (100%.) Please send art to: design@ctmmedia.com. Digital Media Terms & Conditions 8. Client hereby grants to CTM a worldwide, non-exclusive, royalty -free license to reproduce, modify, transmit, communicate, perform, display and distribute all of the content comprising Client's brochures, Client's advertising messages, and Client's logos, marks and names, which may include video, audio, photographs, and graphics ("Materials") for the purpose of promoting Client's advertising message in the specified "Market Sectors" and "Digital Media Platforms" via CTM or its partners web site(s) and digital platforms or through any other channel or other media now known or hereafter invented for digital distribution. The rights granted herein may be exercised by CTM, its affiliates, contractors and service providers. Client represents and warrants that Client has the sole and exclusive right to enter into this Agreement and to grant the rights herein granted; the Materials are owned free and clear solely and exclusively by Client, or its licensors, and do not violate the right of privacy, publicity or any other right of any person; the Materials are not libelous; the Materials do not infringe upon the statutory or common law copyright, trademark or other intellectual property right of any other party; and the Materials do not violate any law or regulation; and the Materials and Client Content (defined below) will comply with all applicable foreign, federal, state, and local laws, rules and regulations as the may be amended from time to time, including without limitation those that apply to advertising or marketing practices. 9. CTM agrees, during the dates specified on the contract, to provide contracted services (of the specified scope) on contracted digital platforms. Client will be responsible for supplying CTM with adequate information as requested by CTM representative to set up Client on CTM's various digital programs. Terms of the contract will not be affected by a failure to provide requested information and material needed for running the contracted services. CTM shall have the right, but not the obligation, to monitor the content of Client and, if it so chooses, CTM shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted. 10. As between CTM and Client, Client shall own all content, data, information and material that Client enters into and stores using CTM's digital platforms or has entered and stored on its behalf ("Client Content"). CTM may access Client's account and Client Content from time to time as CTM deems necessary or appropriate for purposes of performing under this Agreement, including, without limitation, providing support, performing account administration and generating invoices. Except as permitted in this Agreement, CTM shall not disclose the contents of Client Content unless authorized by Client or CTM is required to do so by law or in the good faith belief that such action is necessary to: (a) conform with applicable laws or comply with legal process served on CTM; (b) protect and defend the rights or property of CTM and its licensors; or (c) enforce this Agreement or establish any rights hereunder. CTM may provide user statistical information related to the usage of the CTM's digital platforms such as usage or traffic patterns in aggregate form to third parties, but such information will not include identifiable information of Client or personally identifying information of Client's employees or authorized contractors or users. Client is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Client Content. CTM assumes no responsibility, and shall have no liability, for the deletion, correction, destruction, loss, or failure of the CTM's digital platforms to store any Client Content. CTM reserves the right to establish a maximum amount of memory or other computer storage and a maximum amount of Client Content that Client may store, post or transmit on or through the CTM's digital nintfnrms_ 4 of 4 Other Terms 11. CTM may assign its rights. This Agreement is not assignable by Client without CTM's prior written consent. This Agreement shall be governed by the laws of the Washington, without reference to its conflict of laws provisions. Client hereby agrees to the exclusive jurisdiction of the courts of the State of Washington sitting in Grant County or the United States federal courts sitting in Washington State, in connection with any action brought by it, and expressly submits to nonexclusive personal jurisdiction of (and waives any objection against laying of venue in) any such court in connection with any suit by CTM. Choice of Law and Venue: This agreement shall be interpreted under the laws of the State of Washington, and venue in the event of any litigation shall be Grant County, WA. 12. Client agrees to defend, indemnify and hold harmless CTM, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of any breach by Client of any representation, warranty or covenant of Client in this Agreement. 13. Each party agrees to maintain in confidence all non-public information of the other party, whether written or otherwise, disclosed by a party to the other art under this Agreement that the receiving party knows or reasonably should know is considered confidential b the disclosing party Y g party ('Confidential Information'). Confidential Information of CTM includes the terms and conditions of this Agreement. Each party, as receiving party, agrees that it shall not use the discloser's Confidential Information other than as necessary to perform under this Agreement or exercise its rights hereunder, and each party further agrees that it shall not disclose or make available the disclosing party's Confidential Information any person or entity, except as a necessary part of performing its obligations hereunder, and shall take all reasonable steps to prevent unauthorized disclosure or use of the disclosing party's Confidential Information and to prevent it from falling into the public domain or into the possession of unauthorized persons. The receiving party shall not disclose Confidential Information of the disclosing party to an person or entity other than its employees and consultants who need access to such Confidential Information in order to affect the intent of this Agreement and who have entered into written confidentiality agreements with the receiving party under terms sufficient to enable the disclosing party to comply with its confidentiality obligations under this Agreement. The receiving party shall immediately give notice to the disclosing party of any unauthorized use or disclosure of disclosing party's Confidential Information. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons order or other judicial or governmental process shall not be considered a breach of this Agreement. In such case, ' efforts to provide the disclosing party prior written notice of any such subpoena, order, or order. the receiving party shall make reasonable 14. Client may terminate for any reason upon providing CTM with not less than ninety (90) day's prior written notice. The notice period shall commence upon receipt of such written notice. During the notice period, all services shall continue to be performed in accordance with the terms of this Agreement, and the Client shall remain responsible for all fees and charges incurred through the effective date of termination. Any outstanding amounts shall become due and payable in accordance with the payment terms set forth herein. Upon expiration of the ninety (90) day notice period, this Agreement shall terminate, except for any provisions which by their nature are intended to survive termination. 15. CTM DISCLAIMS ANY AND ALL WARRANTIES CONCERNING CTM'S SERVICES AND TECHNOLOGY, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE NON -INFRINGEMENT, QUIET ENJOYMENT, SATISFACTORY QUALITY, OR ACCURACY. WITHOUT LIMITING THE FOREGOING, CTM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR -FREE. 16. UNDER NO CIRCUMSTANCES WILL CTM BE LIABLE TO CLIENT IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, FOR ANY LOSS OF PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM THE SUBJECT MATTER OF THIS AGREEMENT. THIS LIABILITY LIMITATION APPLIES EVEN IF CTM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, ANTICIPATED PROFITS OR LOST BUSINESS. CTM'S TOTAL LIABLITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO CTM UNDER THE CONTRACT TO WHICH THIS AGREEMENT RELATES. 17. This is the entire agreement among the Parties with , respect to the transactions described herein, and supersedes all prior agreements, written or oral, with respect thereto. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force an effect. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes. Certified Travel Media, LLC would like to keep you informed of the latest company and product developments including: new distribution locations, company news, special offers and promotions. By agreeing to the contract terms, you are consenting to receive electronic communications from Certified Travel Media, LLC and Ettractions Inc. At any point you may opt out of these communications by selecting the unsubscribe link at the bottom of any email. CTM Contact Shannon Balmes Phone: 5093850281 Email: shannonb@certifiedfolder.com 11 Largo Drive South Stamford, CT 06907