GreenRubino Amendments.pdf

CONTRACT NO. 20422 - AMENDMENT NO. 01 Page 1 (Rev. 2024-06-24)

State of Washington Contracts & Procurement Division Department of Enterprise Services P.O. Box 41411 Olympia, WA 98504-1411

CONTRACT AMENDMENT

Contract No.: 20422

GreenRubino 1114 East Pike Street, 3rd Floor Seattle WA 98122

Amendment No.: 01

Effective Date: 8/1/2024

FIRST AMENDMENT

TO

CONTRACT NO. 20422

COMMUNICATIONS AND MARKETING SERVICES

This first Amendment (“Amendment”) to Contract No. 20422 is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and GreenRubino, a Profit Corporation (“Contractor”) and is dated as of August 1, 2024.

R E C I T A L S

A. Enterprise Services and Contractor (collectively the “Parties”) entered into that certain Contract No. 20422 dated effective as of March 1, 2024 (“Contract”).

B. The Parties now desire to amend the Contract as set forth herein

C. The amendment set forth herein is within the scope of the Contract.

A G R E E M E N T

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereby agree to amend the Contract, as previously amended, as follows:

1. INVOICING & PAYMENT. The following provision is added to the end of section 9 Invoicing & Payment as a new subsection.

9.8. PASS-THROUGH COSTS: The parties agree that Contractor shall from time to time incur additional costs while performing services for Purchaser under this contract, which may include but are not limited to media buys, telecommunications, mailing, postage, delivery, photography, advertisement space or time, and other related third-party costs. These costs shall be treated as “pass-through costs”, and Purchaser agrees to reimburse Contractor for all reasonable pass-through costs. Contractor shall invoice Purchaser for each pass-through cost on a separate line item with a detailed breakdown of each cost including a description of the cost, unit prices and extended costs.

Pass-through costs do not need to be included in Contractor’s quarterly sales reports and are exempt from the vendor management fee.

CONTRACT NO. 20422 - AMENDMENT NO. 01 Page 2 (Rev. 2024-06-24)

2. NO CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and remains in full force and effect.

3. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. In the event of any conflict between this Amendment and the Contract or any earlier amendment, this Amendment shall control and govern. This Amendment may not be modified except in writing signed by the Parties.

4. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Amendment and that its execution, delivery, and performance of this Amendment has been fully authorized and approved, and that no further approvals or consents are required to bind such party.

5. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Amendment or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment or such other ancillary agreement for all purposes.

6. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Amendment at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Amendment.

EXECUTED AND EFFECTIVE as of the day and date first above written.

GREENRUBINO,

A PROFIT CORPORATION

By:

Name:

itle:

Date:

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES

By: _____________________________

Name: _____________________________

Title: _____________________________

Date: _____________________________