HomeMy WebLinkAbout2019-213 20190320 Rosebud Media LLC AMENDMENT NO. 1
to
SERVICES AGREEMENT
between
THE CITY OF ASHLAND,
an Oregon municipal corporation,
("City")
and •
Rosebud Media, LLC,
a foreign limited liability company,
("Provider")
for
Advertising for Ashland Firewise and the Ashland Forest Resiliency Stewardship Program on
social media, online, and in the Ashland Daily Tidings
RECITALS
A. The City and Provider previously entered into a Services Agreement effective December 18, 2018
(the "Agreement"), for advertising for Ashland Firewise and the Ashland Forest Resiliency
Stewardship Program to provide 18'1 page color advertisements in the Ashland Daily Tidings, 4
homepage takeovers, and 87,500 run of site impressions for outreach and education.
B. The City and Provider now wish to amend the Agreement to add a new scope of work; the
amount of compensation to be paid to Provider will not increase.
AGREEMENT
NOW THEREFORE, in consideration of the mutual benefits and obligations set forth
herein, the parties agree as follows:
1. Amend Section 4, SUPPORTING DOCUMENTS, of the Agreement as follows, with
strikeout wording deleted and underscored wording added:
4. SUPPORTING DOCUMENTS
The following documents are, by this reference, expressly incorporated in this Agreement, and
are collectively referred to in this Agreement as the "SUPPORTING DOCUMENTS:"
• Rosebud Media's written dollar volume contract dated 11/30/2018
• Rosebud Media's 3 page"Digital Insertion Order" dated 05/01/2019 •
2. This Amendment No. 1 is effective upon being signed by both parties.
•
Page 1 of 2: Amendment No. 1 to the Services Agreement between the City of Ashland and Rosebud Media,LLC
3. Except as specifically modified by this Amendment No. 1, the terms and conditions of the
Agreement remain in full force and effect.
IN WITNESS WHEREOF the parties have caused this Amendment No. 1 to be signed in their
respective names by their duly authorized representatives as of the dates set forth below:
CITY OF ASHLAND, OREGON ROSEBUD MEDIA, LLC
By: /aZ By: 6 'Gt44: (.! •
Printed Name: ; • EA. Printed Name: / - P��Title: ILA/ 4, re,
Title: A r ,-
f
Date: / Date: "jy
APPROVED A���ORM
Ashland Asst.City Attorney
Da 1/.,_e2(21.2:
te 'c'c
Page 2 of 2: Amendment No. 1 to the Services Agreement between the City of Ashland and Rosebud Media,LLC
•
Legal Department Review
DOCUMENT TRANSMITTAL AND CONTROL
This form will accompany the document through the drafting, review, and signature processes, and will
be kept with the City's final executed copy of the document.
/eosr44(c '
Document: 741-4914,067w-j-
L91 A/O. / ...Yew vi c.e.t._ ' •
i�� ����.,,,!/�. J
(Include names of parties to the document) ./Ut-e I«
Type of Document: Contract Lease ❑ Easement ❑ Deed ❑ IGA ❑
Other (Specify) . --.i
Dept Contact: (__S-Ct va , 7-6)-6271..-- ACTION REQUESTED:
Dept: Phone: ❑ Review Draft
Date submitted to Legal: 5------2/--/c/ ❑ Approve final and forward to:
Draft due by: (Unless indicated,Legal will return document to you)
Return Requested by:
Complete this section ONLY the first time this form is filled out:
Has this document been previously worked on by the Legal Department staff? ❑ No ❑ Yes
If yes, by whom?
:LEGAL'DEPT First Date Received by Legal Date: 1. '" / 7 By:
USE ONLY Returried to Dept. for Revision Date: By:
Received for additional review by Legal Date: By:
Returned to Dept. h or Revision .Date: `By:
Received for additional review>by Legal Date: By:
Returned to Dept. for Revision Date: By
Received for Additional Review by Legal Date`. By:
Returned to'Dept for Revision 'Date: By:
Final Logged out by Legal Date; ' /` By:
Comments from LEGAL to DEPARTMENT: Comments from DEPARTMENT to LEGAL:
Q. See Attached
11
1 3 3
'd r x M� 'I
j
73�' �' $ S �kaOY�%M:11mi
f f 3 . wLer
Return original executed document to th City es this document need to be recorded?
Recorder for safekeeping? ' ❑ No Yes No ❑ Yes
CITY,ADMINISTRATOR/DEP• 'TMENT i-EAD
Please do not sign the attached document until this for 11/as been p ved by the Legal re I artre I t.
FINAL LEGAL DEPARTMENT APPROVAL: A5-r Y r. Date: .1` j'' di
Y , "'
G:Uega1\DEPARTMENTS\Contracting\FORMS\Legal Doc Transmittal-KLB.doca
•
rosebud rAMEDIA �'
Digital Insertion Order
Business Information
Business Name: Ashland Forest Res Address: 455 Siskiyou Blvd
Contact Name: Sara Jones city: Ashland
Title: Comm. Engagement Coor State: OR
Phone Number: 541-552-2218
Zip Code: 97520
Email: sara.jones @ashland.or.us Website: ashlandwatershed.org
Account Number:
Digital Solutions
Product Description One-Time Fee Start Date Duration Monthly Fee/Renewal Annual
Total
Audience Target 145k/month -- 5.13.19 3 months $1,000 $3,000
HP Takeovers AT.cor 2/month -- 5.2.19 3 months $500 $1,500
MT.com ROS 50k/month -- 5.2.19 3 months $500 $1,500
Social Showcase 1/month -- 5.2.19 3 months -- --
Ashland Tidings 6/month -- 5.2.19 3 months -- --
Total Spend $6,000
/41t4,IL al/007
Chief-ehoel Or i 5.1 .2019
Advertiser or A ency Printed Name Date
Max Goldman 5.1 .2019
Mar etin T r t- Printed Name Date
�/� Scott Sussman 5.1 .2019
Ros Media - • • • - Paq�e ` Date
Page 1 of 3
rosebud j
i':1FDIA l`
111 N Fir St. Medford, OR 97501 1 541-776-4422 I Rosebud Media
•
Tactics Questionnaire
❑ Ad Messenger ® Audience Target ❑ SEM/PPC
Advertiser: Ashland Forest Resiliency Marketing Consultant:
Max Goldman/Justin
Total Monthly Spend: $$1000 Duration (Months): 3
Start Date: 5.13.2019 End Date: 8.13.2019
'If this is an Ad Messenger campaign, the final demo link must be included-please email
1. Campaign Name: Watershed Camera
2. Geo-Targeting by:
❑County
❑City
®Zip Codes 97520
❑ Radius: miles around (address)
❑ State(s)
❑ Geo-Fence Address:
3. Audience Demographic (gender, age, HI-11, intenders, etc):
A25-75,environmentalists,active in community
4. Contextual Segments: See above -
5. Key Performance Indicator: B Site Traffic ❑ Impressions/Awareness ❑ User Action
6. Click Thru 11RL: https://www.ashland.or.us/Page.asp?NavID=17744
7. Mobile "TAP TO" Options: ❑ Tap to Call ❑ Tap to Map g Tap to Mobile Site
8. Estimated Monthly Impressions (Centro Calculator):
9. Requested Monthly Impressions: CPM:$
10. Retargeting Pixel o YES ❑ NO
11. View Thru Conversion Pixel g YES ❑ NO
12. Additional Conversion Pixel ❑ YES O NO
13. Video Pre-Roll(Includes 300x250 Companion Banner) ❑ :15 ❑ :30
14. Ad Size: e ALL ❑ 728x90 ❑ 300,050 ❑ 160x600 ❑ 300x600 ❑ 320x50 (Mobile)
Page 2 of 3
rosebud �
MEDIA .
111 N Fir St. Medford, OR 97501 1 541-776-4422 I Rosebud Media
General Policies
• Rosebud Media appreciates the opportunity to serve advertisers.We recognize our responsibility to publish o quality newspaper,pledged to the best interest
of all our readers.
• All advertising.copy must be in good taste.The right to reject or edit advertising copy is reserved by Rosebud Media.
• Advertisement is most productive when it is easily understood by everyone.Please spell out all words,with the exception of a few standard abbreviations
listed in most dictionaries,
By signing you agree to receive faxes and/or emails from our organization.
1. Prepayment for advertising does not guarantee publication.The Company reserves the right to change or adjust its advertising rates upon thirty
days'notice to Advertiser.
2. The Company reserves the right in its sole discretion to reject,edit,reduce,classify or cancel any advertising(including any text,graphics,
photographs or other elements relating thereto)submitted by Advertiser.The Company shall not be responsible for any error,omission or inaccuracy
in any materials,copy or camera-ready materials submitted by Advertiser to Company under this Agreement.Regulations require that recruitment
advertising must clearly state the nature of the work;Recruitment ads must state nature of the item or service to be sold and the basis of
compensation.No estimate of earnings may be made in any sales help od unless copy states,"guaranteed."
3. Upon early termination of contract,advertiser is responsible for charges 30 days out from cancellation notice.
4. The Company shall determine the position and classification of advertising in its sole discretion.Advertiser shall not be entitled to require specific
positioning of advertising in a section without a guaranteed position charge of 25%placement premium per ad,per Publication.The Company shall
• not accept insertion orders with the condition"position or omit,"or any other disclaimers or conditions whatsoever.Compensatory billing
adjustments will not be made based on non-guaranteed position requests.
5. This Agreement shall not be void or invalid for typographical errors,incorrect location,or omissions in advertising published.The Company assumes
• no responsibility for such errors,except to the extent of reprinting that port of the advertising that was omitted in error.Customer shall notify
Company of any such errors or omissions not later than two(2)days from the dote of Publication otherwise the published advertising shall be
deemed final and not subject to correction.
6. The Advertiser agrees to protect and indemnify Rosebud Media against any and all liability,loss or expense arising from claims for libel,unfair
competition,unfair trade practices.infringement of trademarks,trade names or patents,violations of rights resulting from the publication by the Mail
Tribune of the Advertiser's advertisement.
7. Advertiser represents and warrants:that it has all right,title and interest to enter into this Agreement and to perform its obligations hereunder;that it
owns or has sufficient license to use all materials and elements contained in the advertising(including but not limited to text,graphics,photographs
and designs);and that the advertising is in compliance with all applicable laws,rules and regulations.
8. If Advertiser uses the services of an advertising agency to purchase advertising hereunder.the agency shall be jointly and severally liable for all
obligations of Advertiser hereunder.
9. Advertising that is designed to appear as editorial copy or matter must be clearly marked"Advertisement."Font must be different from news font.
10. Advertiser shall indemnify and hold harmless the Company,its affiliates and their respective directors,officers,employees,and agents and
representatives(collectively,"Indemnities")from and against any cost,liability,claim or expense(including reasonable attorney fees)relating to any
breach of any representation or warranty contained in this Agreement,or by reason of Company's Publication or omission of Advertiser's
advertising.
11. All local contract rates are Net. Advertiser shall pay all amounts due and payable hereunder 30 days following date of statement. Any late
payment shall accrue interest at o rate of 1.5%per month(18%per annum):or the highest rote permitted by law,until such amount is paid in full,
including accrued interest.
12. The Company shall own and retain all right,title and interest,including the copyright,in and to any advertising copy or materials that are created by
the Company.Customer shall not authorize photographic or other reproduction,in whole or in port,of any such advertising copy for use in any other
publication or medium of expression without the express prior written consent of the Company.
13. In the event that any federal,state or local taxes are or become imposed on the printing,sale or publication of advertising material.Customer shall
assume the responsibility to pay and/or reimburse Company for such taxes.
14. THE COMPANY MAKES NO EXPRESS WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE WITH RESPECT TO THE PUBLICATION OF CUSTOMER'S ADVERTISING.THE LIABILITY OF COMPANY TO ADVERTISER HEREUNDER SHALL UNDER NO
CIRCUMSTANCES EXCEED THE AMOUNT PAID FOR ADVERTISING PURSUANT TO THIS AGREEMENT.
15. Customer shall not disclose and shall keep confidential the terms and conditions of this agreement and any non-public information of Company that
it learns or obtains under this agreement.Confidential Information shall not include information that is,or through no action of Customer becomes,in
the public domain,or information that is required to be disclosed by the order of a court with competent jurisdiction.
16. Customer shall not assign or transfer it rights,duties and obligations under this Agreement without the express written permission of the Company.This
Agreement pertains solely to advertising placed expressly by Advertiser and Advertiser may not re-sell,"sublet"or assign advertising space to any •
third party.
17. The provisions regarding indemnification,limitations of liability,and confidentiality shall survive the termination or expiration of this Agreement for any
reason.
18. The Company shall not be liable for failure to publish any advertising or to furnish space for any advertising due to cause,event or circumstance that
is beyond the Company's control,including but not limited to strikes,labor disputes.acts of God,war,insurrection.terrorism,earthquake,flood,fire
or breakdown in the Company's production equipment.
19. Customer represents and warrants that all representations,warranties,recitals.statements and information provided to Company under this
Agreement are true,correct and accurate as of the date of this Agreement.
20. This Agreement will be governed and construed in accordance with the laws of the State of Oregon only applicable to contracts wholly mode and
wholly performed in the State of Oregon without giving effect to its conflict of laws principles.
This contract represents the agreement in its entirety between all parties. Any verbal or written modification of this agreement will not be recognized.I.the undersigned,acknowledge
responsibility for charges to the above account and promise to pay within our net 30,EOM terms and credit policies set by Rosebud Media. I also agree that should Rosebud Media
institute collection on this account,I will pay reasonable attorney fees and costs incurred in the pursuit of collection including court costs.
Today's Date:5.1'2019 Contract Start Date:May 2, 2019 Number of Months:3
S
Advertiser Signature: / Print Name: Chief I .d id ,
•
Rosebud Media Account Represe ti e:Ma Goldman/Justin Date: 5.1 •2019
Rosebud Media Adv Mgr: Date:5.1 .2019
THIS AccovNT HAS f3Est4 1401) IN P\J"' No ADDl-rtot•,AL Ool-LA RS W%LL QE Revised 01/15/19
APQI.�ED. TN'3 ∎its? LG s et\t1 S A RE Au.o CA"tokage 3 o'3
o f MoWEy To c-Ei Yeu g- c E*posvgke . - 4,7k
I
•
SERVICES AGREEMENT
PROVIDER: Rosebud Media, LLC
ASHLAND
C I TY 0 FF PROVIDER'S CONTACT: Stephen Winters
20 East Main Street ADDRESS: 1 l 1 N FIR ST. MEDFORD, OR 97501
Ashland, Oregon 97520
Telephone: 541/488-5587 PHONE: (541) 776-4431
Fax: 541/488-6006
EMAIL: swinters @rosebudmedia.com
This Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an
Oregon municipal corporation (hereinafter "City") and Rosebud Media, a domestic business corporation
("hereinafter "Provider"), for (print advertising in Daily Tidings Newspaper for Firewise and Ashland Forest
Resiliency). •
1. PROVIDER'S OBLIGATIONS
1.1 Provide more Rosebud Media, LLC will enter into a dollar volume agreement with Firewise and Ashland
Forest Resiliency to provide 18 Y2 page color advertisements in the Ashland Daily Tidings, 4 homepage
takeovers and 87,500 run of site impressions to provide outreach and education as set forth in the
"SUPPORTING DOCUMENTS" attached hereto and, by this reference, incorporated herein. Provider
expressly acknowledges that time is of the essence of any completion date set forth in the SUPPORTING
DOCUMENTS, and that no waiver or extension of such deadline may be authorized except in the same
manner as herein provided for authority to exceed the maximum compensation. The services defined
and described in the "SUPPORTING DOCUMENTS" shall hereinafter be collectively referred to as
"Work."
1.2 Provider shall obtain and maintain during the term of this Agreement and until City's final acceptance
of all Work received hereunder, a policy or policies of liability insurance including commercial general
liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two
million dollars) per occurrence for Bodily Injury and Property Damage.
1.2.1 The insurance required in this Article shall include the following coverages:
o Comprehensive General or Commercial General Liability, including personal injury,
contractual liability, and products/completed operations coverage; and
o Automobile Liability.
1.2.2 Each policy of such insurance shall be on an "occurrence" and not a "claims made" form, and
shall:
o Name as additional insured "the City of Ashland, Oregon, its officers, agents and
employees" with respect to claims arising out of the provision of Work under this
Agreement;
o Apply to each named and additional named insured as though a separate policy had been
issued to each, provided that the policy limits shall not be increased thereby;
o Apply as primary coverage for each additional named insured except to the extent that two
or more such policies are intended to "layer" coverage and, taken together, they provide
total coverage from the first dollar of liability;
o Provider shall immediately notify the City of any change in insurance coverage
Page I of 5: Agreement between the City of Ashland and Rosebud Media, LLC
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o Provider shall supply an endorsement naming the City, its officers, employees and agents
as additional insureds by the Effective Date of this Agreement; and
o Be evidenced by a certificate or certificates of such insurance approved by the City.
1.3 Provider shall, at its own expense, maintain Worker's Compensation insurance in compliance with ORS
656.017, which requires subject employers to provide workers' compensation coverage for all of its
subject workers.
1.4 Provider agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status,
familial status or domestic partnership, national origin, age, mental or physical disability, sexual
orientation, gender identity or source of income, suffer discrimination in the performance of this
Agreement when employed by Provider. Provider agrees to comply with all applicable requirements of
federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Provider agrees
not to discriminate against a disadvantaged business enterprise,minority-owned business, woman-owned
business, a business that a service-disabled veteran owns or an emerging small business enterprise
certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110.
1.5 In all solicitations either by competitive bidding or negotiation made by Provider for work to be
performed under a subcontract, including procurements of materials or leases of equipment, each
potential subcontractor or supplier shall be notified by the Providers of the Provider's obligations under
this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws,
1.6 Living Wage Requirements: If the amount of this Agreement is $21,127.46 or more, Provider is
required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined
in that chapter, to all employees performing Work under this Agreement and to any Subcontractor who
performs 50% or more of the Work under this Agreement. Consultant is also required to post the notice
attached hereto as "Exhibit A" predominantly in areas where it will be seen by all employees.
2. CITY'S OBLIGATIONS
2.1 City shall pay Provider the sum of$6,500.00 as provided herein as full compensation for the Work as
specified in the SUPPORTING DOCUMENTS.
-2.2 In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed
the sum of$6,500.00 without express, written approval from the City official whose signature appears
below, or such official's successor in office. Provider expressly acknowledges that no other person has
authority to order or authorize additional Work which would cause this maximum sum to be exceeded
and that any authorization from the responsible official must be in writing. Provider further
acknowledges that any Work delivered or expenses incurred without authorization as provided herein is
done at Provider's own risk and as a volunteer without expectation of compensation or reimbursement.
3. GENERAL PROVISIONS
3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from
Provider and is free to procure similar types of goods and services from other providers in its sole
discretion.
3.2 Provider is an independent contractor and not an employee or agent of the City for any purpose.
3.3 Provider is not entitled to, and expressly waives all claims to City benefits such as health and disability
insurance, paid leave, and retirement.
Page 2 of 5: Agreement between the City of Ashland and Rosebud Media, LLC
3.4 This Agreement embodies the full and complete understanding of the parties respecting the subject
matter hereof. It supersedes all prior agreements, negotiations, and representations between the parties,
whether written or oral.
3.5 This Agreement may be amended only by written instrument executed with the same formalities as this
Agreement.
3.6 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement:
ORS 279B.220, 279B.230 and 279B.235.
3.7 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws
principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the
Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court,
in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party
expressly waives any and all rights to maintain an action under this Agreement in any other venue, and
expressly consents that, upon motion of the other party, any case may be dismissed or its venue
transferred, as appropriate, so as to effectuate this choice of venue.
3.8 Provider shall defend, save,hold harmless and indemnify the City and its officers, employees and agents
from and against any and all claims, suits, actions, losses, damages, liabilities, costs, and expenses of
any nature resulting from, arising out of, or relating to. the activities of Provider or its officers,
employees, contractors, or agents under this Agreement.
3.9 Neither party to this Agreement shall hold the other responsible for damages or delay in performance
caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the other or the
other's officers, employees or agents.
3.10 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable,
such provision shall not affect the other provisions, but such unenforceable provision shall be deemed
modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the
intent of Provider and the City set forth in this Agreement.
4. SUPPORTING DOCUMENTS
The following documents are,by this reference, expressly incorporated in this Agreement,and are collectively
referred to in this Agreement as the "SUPPORTING DOCUMENTS:"
o Rosebud Media's written dollar volume media contract dated 11/30/2018.
5. REMEDIES
5.1 In the event Provider is in default of this Agreement, City may, at its option, pursue any or all of the
remedies available to it under this Agreement and at law or in equity, including, but not limited to:
5.1.1 Termination of this Agreement;
5.1.2 Withholding all monies due for the Work that Provider has failed to deliver within any scheduled
completion dates or any Work that have been delivered inadequately or defectively;
5.1.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or
injunctive relief;
5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue
any remedy or remedies singly, collectively, successively or in any order whatsoever.
Page 3 of 5: Agreement between the City of Ashland and Rosebud Media,LLC
5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement or
for anticipated profits. If previous amounts paid to Provider exceed the amount due, Provider shall pay
immediately any excess to City upon written demand provided.
6. TERM AND TERMINATION
6.1 Term
This Agreement shall be effective from the date of execution on behalf of the City as set forth below
(the "Effective Date"), and shall continue in full force and effect until 11/29/2019, unless sooner
terminated as provided in Subsection 6.2.
6.2 Termination
6.2.1 The City and Provider may terminate this Agreement by mutual agreement at any time.
6.2.2 The City may, upon not less than thirty (30) days' prior written notice, terminate this Agreement
for any reason deemed appropriate in its sole discretion.
6.2.3 Either party may terminate this Agreement, with cause, by not less than fourteen (14) days' prior
written notice if the cause is not cured within that fourteen (14) day period after written notice.
Such termination is in addition to and not in lieu of any other remedy at law or equity.
7. NOTICE
Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in
writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, or
by mailing using registered or certified United States mail, return receipt requested, postage prepaid, to the
address set forth below:
If to the City:
City of Ashland — Fire Department
Attn: Sara Jones
20 E. Main Street
Ashland, Oregon 97520
Phone: (541)482-2770
With a copy to:
City of Ashland— Legal Department
20 E. Main Street
Ashland, OR 97520
Phone: (541)488-5350
If to Provider:
Rosebud Media, LLC
Attn:
Stephen Winters
8. WAIVER OF BREACH
One or more waivers or failures to object by either party to the other's breach of any provision,term,condition,
or covenant contained in this Agreement shall not be construed as a waiver of any subsequent breach,whether
or not of the same nature.
9. PROVIDER'S COMPLIANCE WITH TAX LAWS
9.1 Provider represents and warrants to the City that:
Page 4 of'5: Agreement between the City of Ashland and Rosebud Media, LLC
9.1.1 Provider shall, throughout the term of this Agreement, including any extensions hereof, comply
with:
(i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS
chapters 316, 317, and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to
Provider; and
(iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of
the foregoing tax laws or provisions.
9.1.2 Provider, for a period of no fewer than six (6) calendar years preceding the Effective Date of this
Agreement, has faithfully complied with:
(i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS
chapters 316, 317, and 318;
(ii) Any tax provisions imposed by a olitical subdivision of the State of Oregon applicable to
O Y P P Y P
Provider; and
(iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of
the foregoing tax laws or provisions.
9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any
political subdivision of the State of Oregon shall constitute a material breach of this Agreement. Further,
any violation of Provider's warranty, as set forth in this Article 9, shall constitute a material breach of
this Agreement. Any material breach of this Agreement shall entitle the City to terminate this
Agreement and to seek damages and any other relief available under this Agreement,at law,or in equity.
IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names
by their duly authorized representatives as of the dates set forth below.
CI OF A AND: Rosebud Me a, ,C (P OVIDER):
By: By: //
Signat . Signature
OltiCkuk F fe„ 57;1-ye 4/ 5 )(
Printed Name Printed Name
c-L te-a
Title Title
!a ) g 1 `P /( -- �- A0/23 D e Date
(W-9 is to be submitted with this signed Agreement)
•
Purchase Order No.
Page 5 of 5: Agreement between the City of Ashland and Rosebud Media,LLC
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Will ,-.1.-•-•-■ ,.. ...,...,, •
Purchase Order
,ali k.i.. <_;r i:.9>: a i Fiscal Year 2019 Page: 1 of: 1
oif .10111 1 -61;ti q:T°iZ@T i>
•
B City of Ashland
I ATTN: Accounts Payable Purchase
L
L 20 E. Main 20190320
Ashland, OR.97520 Order#
T Phone: 541/552-2010
O Email: payable @ashland.or.us e.e9 — /
V H C/O Fire and Rescue Department
E ROSEBUD MEDIA LLC I 455 Siskiyou Blvd
N 111 NORTH FIR STREET p Ashland, OR 97520
D MEDFORD, OR 97501 Phone: 541/482-2770
R
R T Fax: 541/488-5318
Chris Chambers
12/27/2018 3838 FOB ASHLAND OR/NET30 Ci i • •. able
Advertising
1 MODIFIED: Firewise and Ashland Forest Resiliency 1 $6,500.0000 $6,500.00
Advertisements in Ashland Daily Tidings
Per attached agreement
Processed change order 07/02/2019
Amendment No. 1 -Add new scope of work
Project Account: E-000199-400
............... GL SUMMARY............*..
072900-606100 $6,500.00
By: .a vi it t
�. Date: 3 i
Authorized Signature $6 500.00
)
FORM #10 I '�-2( t5CITY OF
CONTRACT AMENDMENT APPROVAL REQUEST FORM
Request for a Change Order ASHLAND
Name of Supplier!Contractor I Consultant: Rosebud Multimedia Total amount of this
contract amendment:
Purchase Order Number: 20190320
Title l Description:Ashland Forest Resiliency and Firewise Advertising _ L- $ O
�'Per attached contract amendment ,eae- cop s-.JCo�'..0 oce,u0;Z/cb"�7�"oiet
Contract Amendment nD i (--c4)-045 '.'a'-fa '
Original contract amount $6soo 100 %of original contract
Total amount of previous contract amendments 0 0 %of original contract
Amount of this contract amendment 0 0 %of original contract
TOTAL AMOUNT OF CONTRACT $6500 100 %of original contract
In accordance with OAR 137-047-0800:1)The amendment is within the scope of procurement as described in the solicitation documents,Sole Source notice or approval of Special
Procurement 2)The amendment is necessary to comply with a change in law that affects performance of the contract.3)The amendment results from renegotiation of the terms and
conditions,including the contract price,of a contract and the amendment is advantageous to the City of Ashland,subject to all of the following conditions:a)goods and services to be
provided under the amended contract are the same as the goods and services to be provided under the unamended contract;b)The City determines that with all things considered,the
amended contract is at least as favorable to the City as the unamended contract c)The amended contract does not have a total term greater than allowed in the solicitation document,
contract or approval of a Special Procurement.An amendment is not within the scope of the procurement if the City determines that if it had described the changes to be made by the
amendment in the procurement documents,it would likely have increased competition or affected award of contract.
Contract amendment is within the scope of procurement: YES■ NO* (If"NO",requires Council approval I Attach copy of CC.)
Sourcing Method:
SMALL PROCUREMENT-Less than$5,000 INVITATION TO BID or COOPERATIVE PROCUREMENT.OF or
❑°YES°,the total amount of contract and cumulative REQUEST FOR PROPOSAL EXEMPTION PURSUANT TO AMC 2.50
amendments<--$6,000. ❑ WES",the total amount of cumulative amendments ❑°ES',the total amount of original contract and
❑If"NO°,amount exceeding authority requires 525%of original contract amount or$250,000 cumulative amendments<$1OOKfor Goods&Services,5
Council approval.Attach copy of Council whichever is less. $75K for Personal Services,<$50K for Attorney Fees.
Communication. ❑If°NO°,amount exceeding authority requires ❑If'NO",amount exceeding authority requires Council
❑ Exempt—Reason: Council approval.Attach copy of Council approval.Attach copy of Council Communication.
PERSONAL SERVICES Communication. ❑ Exempt,Reason:
❑ °YES°,Direct appointment s$35,000 ❑ Exempt—Reason:
❑ If"NO",requires approval.
INTERMEDIATE PROCUREMENT SOLE SOURCE EMERGENCY PROCUREMENT
Goods&Services-$5,000 to$100,000 ❑ 'YES°,the total amount of cumulative amendments ❑ Written Findings:Document the nature of the'
Personal Services -$5,000 to$75,000 525%of original contract amount or$250,000 emergency,including necessity and circumstances
❑ IVES°,the total amount of cumulative • whichever is less. requiring the contract amendment
amendments s 25%of original contract amount. 0 I ❑If°NO',amount exceeding authority requires ❑ Obtain direction and written approval from City
°NO°,amount exceeding authority requires Council Council approval.Attach copy of Council Administrator
approval.Attach copy of Council Communication. Communication. ❑ If applicable,attach copy of Council Communication
2 Exam°t—Reason: A 'C r ' ❑ Exem't—Reason: ❑ Exemrt—Reason:
._
SPECIAL PROCUREMENT \ INTERGOVERNMENTAL AGREEMENT
El°YES°,the total amount of original contract aild'cumulative amendments are ❑IVES°,the original contract was approved by City Council.
within the amount and terms initially approved by Council as a Special Provide date approved by City Council: (Date)
Procurement If°NO",Council approval is required.Attach copy of Council Communication.
❑ If"NO°,amount exceeding authority requires Council approval. ❑ Contract amendment approved and signed by City Administrator.
Attach copy of Council Communication. -
Expenditure must be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately. AOPPIP AIL'
Employee Si natu� _ �— Department Head Signature. . —..usr_--- :e4e,4'ei
/ • , a!amount'ft. fact 285,000J
City Administrator:
(Equal to or greater than$25,000 or 10%)
Funds appropriated for current fiscal year YES / NO
Deptury Finance Director(Equal to or greater than$5,000) Date
Comments: •
Form#10—Contract Amendment Approval Request Form, Request for a Change Order,Page 1 of 1,3/15/2018