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HomeMy WebLinkAboutAgreements/Contracts - BOCCGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 1 2:00pm on Thursday) REQUESTING DEPARTMENT: BOCC REQUEST SUBMITTED BY: CEMANELL CONTACT PERSON ATTENDING ROUNDTABLE: CEMANELL CONFIDENTIAL INFORMATION: DYES ®NO DATE:10/19/2026 PHONE:x2931 ®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 ;U- Professional Services Agreement between JayRay Ads & PR Inca and Grant County for the digital publication of the 2026 Tourism Travel Planner and a design update to the planner to be printed in 2027. Term of agreement is upon signature through December 31, 2026, not to exceed $20,000 to be paid from Fund 114.0000 (Tourist Advert). If necessary, was this document reviewed by accounting? ❑ YES ❑ NO *1 N/A If necessary, was this document reviewed by legal? 0 YES ❑ NO ❑ N/A cl--:--`�'//.Q"�.1.�.��F���-�������% DATE OF ACTION: 101. .k� APPROVE: DENIED ABSTAIN D1: D2: D3: DEFERRED OR CONTINUED TO. WITHDRAWN: 4/2 3/24 K26-203 PROFESSIONAL SERVICES AGREEMENF--- JAYRAY and GRANT COUNTY I THIS AGREEMENT ("Agreement") by and between GRANT COUNTY ("County"), duly organized and operating under and by virtue of the Constitution and the laws of the State of Washington, and JayRay Ads & PR, Inc. ("Publisher), an S Corporation of Washington State. This agreement is for services and meetings to design and develop, consistent with the attached Scope of Services with budget and schedule. WHEREAS, JayRay Ads & PR Inc. was the Top Proposer responding to a Request for Proposals published by Grant County in 2025 for the editing and publishing of the Grant County Tourism Travel Planner; and, WHEREAS, Grant County desires to have the Grant County Tourism Travel Planner -updated for the next calendar year; and, WHEREAS, Grant County desires to contract with the Publisher to perform the services described in the Scope of Services included in this agreement in accordance with the terms and conditions thereof. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. PURPOSE The purpose of this Agreement is to set forth the terms and conditions under which Publisher agrees to assist the County with the development and design of an -update of the Grant County Tourism Travel Planner. MEMIM M1 This agreement shall be in full force and effect -upon signatures by all parties, through December 31, 2026, -unless otherwise terminated pursuant to the terms and conditions herein. 3. TERMINATION Publisher 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, Publisher will be entitled to compensation as set forth herein. If the contract is terminated for cause by the County, or by the Publisher, Publisher will be entitled to compensation in an amount reflecting the value added to the County. 4. SCOPE OF WORK The Publisher will provide the County with proofs to assure accuracy of materials created on its behalf. The Publisher will exercise reasonable care to avoid errors. The County retains final responsibility for the decision to print, produce or disseminate materials. Parties agree to the Scope of Work and Agreement Budget described in Attachment A. Professional Services Agreement JayRay Ads & PR, Inc. and Grant County 2026 5. COUNTY'S OBLIGATIONS The County agrees to: a. Review and approve the following: i. Design direction presented by Publisher ii. Detailed work plan iii. Selected concept iv. Draft Travel Planner Flat Plan 6. PAYMENT Invoices for services performed will be submitted regularly. Payment will be due within 30 days of date of invoice. • Fees for services are exclusive of any taxes or similar assessments now or hereinafter imposed by any Federral, State, County or other competent taxing authority (other than taxes assessed on any profit of Publisher). Any such applicable assessments are in addition to amounts otherwise referred to herein. • Travel and training expenses must conform with the County's current Travel, Training & Expense Reimbursement policy, including per them amounts. • This Agreement shall not exceed the sum of Twenty Thousand and No/ 100 Dollars ($20,000) for all expenditures set forth herein. o Publisher shall not bill the County in excess of Twenty Thousand and No/ 100 Dollars ($20,000) pursuant to the terms and conditions of this agreement without the express, written approval by the County, obtained in advance. 7. PROPRIETARY RIGHTS Publisher agrees that all products, work, etc. created by Publisher pursuant to this Agreement are the work product of the County and are proprietary information and are the exclusive property of the County. Pictures and information provided to the Publisher by the County for the project set forth herein are also proprietary information of the county and Publisher shall have no interest in them. Publisher retains the right to use work created for the client for its. own self -promotion purposes. Publisher retains ownership of all concepts not selected for production by the client. S. NOTICES 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 delivering personally, or mailed, postage prepaid and properly addressed, as follows: If to the COUNTY: Office of the Board of County Commissioners ATTN: Caitlin E. Manell, Clerk of the Board 35 C St. NW P.O. Box 37 Ephrata, WA 98823 Page 2 of 5 Professional Services Agreement JayRay Ads & PR, Inc. and Grant County 2026 If to the PUBLISHER: JayRay Ads & PR, Inc. 1120 A Street, Suite 300 #311 Tacoma, WA 98402 9. CONFIDENTIALITY To the extent consistent with Chapter 42.56 RCW, the Public Disclosre Act, the County shall maintain the confidentiality of the Publisher's information marked confidential. Should Public Records Requests be made to view confidential information, the County will notify the Publisher of the request and the date that the records will be released to the requestor unless the Publisher obtains a court order enjoining that disclosure. If the Publisher fails to obtain the court order enjoining disclosure, the County will. release the requested information to the requester on the date specified. The Publisher will keep confidential information that has not been made public and is designated as confidential by the County. 10. ENTIRE AGREEMENT This Agreement constitLites the entire agreement of the parties, and supersedes all prior agreements, contracts and understandings, written or oral. This contract may be amended only in writing, signed by the parties. 11. ASSIGNABILITY Publisher may not assign its rights and/or obligations under this contract to a third party without the express written consent of the County. 12. NO WAIVER No failure of the parties to insist on the strictest performance of any term of this Agreement shall constitute a waiver of any such term or an abandonment of this Agreement. 13. SEVERABILITY If any term, provision, covenant, or condition of this agreement shall be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the agreement shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby. To this end, the provisions of this contract are declared to be severable. 14. HEADINGS NOT CONTROLLING Headings used in this agreement are for reference purposes only and shall not be considered a substantive part of this agreement. 15. JURISDICTION AND VENUE This agreement has been and shall be construed as having been made by both parties, and delivered within the State of Washington, and it is agreed by the parties hereto that this Agreement shall be governed by the laws of the State of Washington, both as to interpretation and performance. Grant County will be the venue for any litigation related to this Agreement. Page 3 of 5 Professional Services Agreement JayRay Ads & PR, Inc. and Grant County 2026 16. DISPUTES The parties mutually agree to resolve any disputes regarding interpretation or enforcement of the terms and conditions of this contract by good faith negotiation. 17. INDEMNIFICATION Each party shall be liable and responsible for the consequences of any negligent or wrongful act or fail -Lire to act on the part of itself and 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. 18. EFFECTIVE DATE This agreement shall be effective -upon signature by the last party signing and shall terminate only upon the written, mutual consent of the parties, except as may be otherwise provided elsewhere in this Agreement. 19. AGREEMENT By signing below, both parties agree to the terms outlined in this agreement: The -undersigned represents that they are the owner of JayRay Ads & PR, Inc., that they have the authority of JayRay Ads & PR, Inc. to sign this Agreement, and that the undersigned's signature is binding upon JayRay Ads & PR, Inc. DATED this 15th day of September , 2026. I Bethany Doane, Operations Manager JayRay Ads & PR, Inc. 1120 A Street, Suite 300 #3 11 Tacoma, WA 98402 Page 4 of 5 Professional Services Agreement JayRay Ads & PR, Inc. and Grant County 2026 EXECUTED this day of '�, , 2026. o g�P �`��m O0.'; BOARD OF COUNTY �g COMMISSIONERS °r Yea Nay Abstain Grant County, Washington Cn cncr+ G G. ti «. ;C:) De El �,,� •'` COS •••�° ••en..we. e•"• lC® q��,,�°° Kevin R. Burge , Chair Me ❑ ❑ ATTEST: Rob Jo°rs, rV;-Chair 4 '9ICk ❑ ❑ Cindy Cart , Member Caitlin E. Manell, Clerk of the Board APPROVED AS TO FORM: Trevor R. Bevier, WSBA #47989 Grant County Prosecutor's Office Civil Deputy Prosecuting Attorney Page 5 of 5 GRANT COUNTY TRAVEL PLANNER REFRESH 10/13/26 PLANNING + CONTENT Dick -off Meeting (1 hr. virtual)to establish shared goals, timelines and communication process. Discuss sizing and content structure for smaller footprint and content updates. Develop detailed workplan and send for review via email. Develop content structure using 2026 Travel Planner content, reshaped for a smaller footprint to publish in 2027. Develop editorial plan and story placement. Revise 2026 Travel Planner flat plan for smaller footprint. Revise, change or remove content and stories as agreed upon. Revise copy as needed. Provide copyediting and copywriting services to refine 2026 Travel Planner for smaller size and footprint. Assumes refining existing stories, event information, itineraries, etc. Does not include new stories. Includes up to two rounds of revision. JAIFRAY subtotal $6,800 DESIGN + LAYOUT Develop up to cover options for smaller footprint using existing concept direction (ex. handheld dimensions vs. smaller book dimensions). Assumes reformatting of 2026 Travel Planner for use in 2027. Includes up to two rounds of revision. Re -layout Travel Planner for 2027 based on approved revised content from 2026. Includes up to two rounds of revision. su btota I PROJECT MANAGEMENT Up to five meetings (each 1 hr. virtual) as needed. May ind ude Grant County Tourism Advisory Committee Meetings, Grant County Board of Commissioner Meetings and special meetings for planning. Monthly client check -ins (each 30 min. virtual) as needed from October 2026 - January 2027 to discuss project updates and direction. su btotaI Additional rounds of revision or other needs beyond this scope of work are billed at an hourly rate of $200/hr. TOTAL plus applicable Washington State retail sales tax APPROVAL I give JayRay my approval, subject to JayRay"s Standard Terms and Conditions. r p /K Signed —� Date g Kevin R. Burgess, Chair $10, 00 0 $3, 200 JAYRAY A PLACE TO THINK Branding Advertising Strategic Communications STANDARD TERMS AND CONDITIONS Confidentiality The agency will keep confidential information that has not been made public and is designated as confidential by the client. Project Budgets The client and agency will agree on a budget for each project. Budgets will be based on a defined level of effort and expense. Acceptance of the budget by the client confirms that JayRay has been contracted by the client for the project as described. Project Changes Changes in project requirements, specifications or schedule may require a change in budget. JayRay will provide to the client budget that reflects the changed level of effort and expense. Project Approvals JayRay will provide the client with proofs to assure accuracy of materials created on its behalf. JayRay will exercise reasonable care to avoid errors. The client retains final responsibility for the decision to print, produce or disseminate materials. Postponement or Cancellation If the project is cancelled or postponed prior to completion, the client agrees to pay JayRay for any time incurred and expenses incurred or committed to (including markup) before the date of cancellation. Ownership The client owns all original artwork created by JayRay on its behalf, upon payment in full of the project invoice. JayRay's subcontractors, vendors and suppliers (such as photographers, stock photo houses and font libraries) retain ownership and possession of all original work they have created unless otherwise negotiated. Materials owned by the client and archived by JayRay may be destroyed after three years. JayRay retains the right to use work created for the client for its own self - promotion purposes. JayRay retains ownership of all concepts not selected for production by the client. Markups and Commissions The agency will add a 20 percent markup to all out-of-pocket costs such as printing, photography, web hosting, web plug -ins, broadcast production and research, incurred on behalf of the client. The agency will retain all commissions granted to recognized agencies and will mark up non-com missionable media billed through the agency equivalent to the standard 15 percent agency commission. 1102 A Street, Suite 300 #311 JayRay.com (253) 627-9128 Tacoma, WA 98402 State of Washington Retail Sales Taxes Effective October 1, 2025, several advertising functions are now subject to State of Washington retail sales tax. If your work is taxable, it will be noted on your proposal. Unless explicitly stated otherwise, taxes will not be included in the budget. Miscellaneous Charges Expenses such as photocopying, facsimile, postage, delivery, telephone and travel will not be marked up. They will be billed as estimated or billed at cost. Terms JayRay will invoice the client monthly electronically via email for work performed in the previous calendar month, unless other arrangements are mutually agreed upon. The client agrees to pay agency invoices within 15 days of receipt unless otherwise agreed. A service charge of 1-1/2 percent per month will be added to all past due invoices. All work will be discontinued and media schedules canceled when payment is 45 days in arrears. Jurisdiction This agreement is governed by the laws of the State of Washington, and the client consents to the jurisdiction of the courts of Pierce County for any legal action related to this agreement. The client also agrees to pay all reasonable collection expenses, attorney fees, and court costs arising out of such disputes, whether or not a lawsuit is filed or served. Client/Agency Agreement Effective , JayRay Ads & PR, Inc., is authorized by C� ✓ct � to act as an advertising/public relations agent on our behalf. This agreement autho es JayRay Ads & PR to develop and purchase printed materials, photography, media advertising, and other goods and services as necessary to carry out authorized and approved advertising/public relations programs on our behalf. When making approved purchases on our behalf, JayRay is acting only as our agent, and liability for payment for these goods and/or services remains ours. Signed Kevin R. Burgess, Chair Send invoices to Name: Date Email address: CC.`Ytan -e v / C/ �l Phone number:"7Sf - 201,1 Y 3� 2 Revised January 2026