HomeMy WebLinkAbout2025-123 AGRMT PostScript Strategy ASHLAND
Personal Services Agreement t;
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!, City Information
Consultant Information �`
City of Ashland Firm Name: PostScript Strategy
Dorinda Cottle
David Sommers 8 Brandon Dowling
Contact: g
20 East Main St Address: 1467 Siskiyou Blvd
Ashland, Oregon 97520 Ashland, t7B 07520
541-880-8052
Phone: Phone: David/213-4 3-6446; Brandon/661-435-9062
Email: donnda ccttle sshiandcregon gov et,avditrxstscnptstWegycom brandonft{a �rsfl cai 1�rtrWegycorn /
Email:
Contract Summary
Procurement Method: Small Procurement
Completion Date: March 31, 2026
Contract Amount: 18000
Description of Services: Strategic Communications and Video Production Services
Supporting Documents: Attached PostScript letter Gated: August 27, 2025
Dated:
Dated:
Dated:
This Personal Services Agreement (hereinafter"Agreement") is entered into by and between the
City of Ashland, an Oregon municipal corporation (hereinafter "City") and the Consultant listed
under Consultant Information above, ("hereinafter "Consultant")„ for the services listed under
Description of Services and Supporting documents as noted in the Contract Summary above. In
the event of conflict between provisions of the Supporting Documents, the Supporting Documents
shall be given precedence in the order listed above.
This Agreement„ the Exhibits and the Supporting Documents shall be construed to be mutually
complementary and supplementary wherever possible. In the event of a conflict which cannot be
so resolved, the provisions of this Agreement itself shall control over any conflicting provisions in
,any of the exhibits or supporting documents. The Consultant's initials
L-T-1 herein signify WSW,
acknowledgment
acknowledgment and agreement to this provision, if applicable, or if not sign "N/A„'
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Consultant's services are collectively referred to in this Agreement as the "Work."° ,' 1
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NOW THEREFORE, in consideration of the mutual covenants contained herein„ the City and
Consultant hereby agree as follows.
1 Effective Date and Duration: This Agreement shall become effective on the date of
execution on behalf of the City, as set forth below (the "effective Date"), and unless sooner
terminated as specifically
� y provided herein, shall terminate upon the City"s affirmative is
acceptance of Consultant's Work as complete and Consultant's acceptance of the City"s final
payment therefore, but not later than the Completion Gate listed under the Contract
Summary in the table one page one of this agreement.
1.1. Time is of the essence. Time is of the essence for Consultant's performance of each
and every obligation and duty under this Agreement. City, by written notice to Consultant
of default or breach, may at any time terminate the whole or any part of this Agreement if
Consultant fails to provide the Work called for by this Agreement within the time specified
herein or within any extension thereof.
2. Compensation. City shall pay Consultant the sum listed as the "Contract Amount" under the
Contract Summary on page one of this document as full compensation for Consultant's
performance of all Work under this Agreement. In no event shall Consultant's total of all
compensation and reimbursement under this Agreement exceed the Contract Amount without
the express, written approval from the appropriate Department Plead or City manager.
Payments shall be made within thirty (30) days of the date of receipt by the City of Consultant's
invoice. Should this Agreement be terminated prior to completion of all Work„ payments will
be made for any phase of the Work completed and accepted as of the date of termination.
3. Consultant Obligations:
3.1, Independent Contractor Status. Consultant is an independent contractor and not an
employee of the City for any purpose. Consultant shall have the complete responsibility
for the performance of this Agreement. Consultant shall provide workers' compensation
coverage as required in ORS Chapter 656 for all persons employed to perform Work
pursuant to this Agreement. Consultant is a subject employer that will comply th ORS
656,017.
3. , Qualified Work. Consultant has represented, and by entering into this Agreement now
represents, that all personnel assigned to the Work to be performed under this Agreement
are fully qualified to perform the services to which they will be assigned in a skilled manner
and, if required to be registered, licensed, or bonded by the .State of Oregon, are so
registered, licensed, or bonded.
3,3. Assignment. Consultant shall not assign this Agreement or subcontract any portion of
the Work without the written consent of City. Any attempted assignment or subcontract
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without written consent of City shall be void. Consultant shall be fully responsible for
the acts or ornissions of any assigns or subcontractors and of all persons employed by
them, and the approval by City of any assignment or subcontract of the Work shall not
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create any contractual relation between the assignee or subcontractor and City.
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3.4. Work Performance Obligation. Consultant shall, at its own risk, perform the Work
described in the Description of Services and in the Supporting Documents and, unless
, otherwise specified in this Agreement, furnish all labor, equipment, and materials required
for the proper performance of such Work.
3.5n Certification, Consultant agrees to and shall sign the certification attached hereto as
"Exhibit C" and incorporated herein by this reference.
4. Insurance: Consultant shall, at its own expense, maintain the fallowing insurance:
4.1. Worker's Compensation. Worker's Compensation insurance in compliance with ORS
656.017, which requires subject employers to provide Oregon workers" compensation
coverage for all their subject workers.
4.2. Workers' Compensation Exemption. If applicable, Consultant affirms and certifies that
it is exempt from providing Workers' Compensation per ORS 656.027.
Exemption criteria: Enter criteria here or delete if not applicable
Consultant initials if exempt: Date:
4.3. Professional Liability insurance with a combined single limit, or the equivalent, of not
less than $2„000„000 (two million dollars) per occurrence. This is to cover any damage
caused by error, ornission or negligent acts related to the Work to be provided under this
Agreement.
4.4. 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, Death, and Property
Damage.
4.5. Automobile Liability insurance with a combined single limit„ or the equivalent„ of not
less than $2,000,000 (two million dollars) for each accident for Bodily Injury and Property
Damage, including coverage for owned, hired or non-owned vehicles, as applicable.
4.6. Notice of cancellation or change. There shall be no cancellation, material change„
reduction of limits or intent not to renew the insurance coverage(s)without thirty(30) days"
prior written notice from the Consultant or its insurer(s) to the City.
4.7, Additional Insured/Certificates of Insurance, Consultant shall name the City of
Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds
on any insurance policies, excluding Professional Liability and Workers" Compensation, t
required herein„ but only with respect to Consultant's services to be provided under this
Agreement, The consultant's insurance is primary and non-contributory. As evidence of
the insurance coverages required by this Agreement„ the Consultant shall furnish
acceptable insurance certificates prior to commencing the Work under this Agreement.
The certificate will specify all of the parties who are Additional Insureds. Insuring
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fo,,rr companies or entities are subject to the City's acceptance. If requested, complete copies %
/ of insurancePolicies; trust agreements, etc shall be provided to the City. The Consultant
shall be financially responsible for all pertinent deductibles, self-'insured retentions„ and/or ,s
'r self-insurance,
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5. Termination:
5.1® Mutual Consent, This Agreement may be terminated at any time by the mutual consent
of both parties,
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5.2, City's Convenience. This Agreement may be terminated by City at any time upon not
less than thirty (30) days' prior written notice delivered by certified mail or in person.
5.3. For Cause. City may terminate or modify this Agreement, in whole or in part„ effective
upon delivery of written notice to Consultant, or at such later date as may be established
by City under any of the following conditions:
• If City funding from federal, state, county or other sources is not obtained and 1
continued at levels sufficient to allow for the purchase of the indicated quantity
of services; or
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• If federal or state regulations or guidelines are modified, changed, or interpreted
in such a way that the services are no longer allowable or appropriate for
purchase under this Agreement or are no longer eligible for the funding
proposed for payments authorized by this Agreement; or
• If any license or certificate required by law or regulation to be held by Consultant
to provide the services required by this Agreement is for any reason denied,
revoked, suspended, or not renewed.
5,4. For Default or Breach. Either City or Consultant may terminate this Agreement in the t
event of a breach of the Agreement by the other, Prior to such termination the party
seeking termination shall give to the other party written notice of the breach and its intent
to terminate. If the party committing the breach has not entirely cured the breach within
fifteen (15) days of the date of the notice, or within such other period as the party giving
the notice may authorize in writing, then the Agreement may be terminated at any
time
thereafter by a written notice of termination by the party giving notice.
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5,4.1. Default, The Consultant shall be in default of this Agreement if Consultant:
commits any material breach or default of any covenant, warranty, certification„ or
obligation under the Agreement; institutes an action for relief in bankruptcy or has i
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instituted against it an action for insolvency; makes a general assignment for the
benefit of creditors; or ceases doing business on a regular balls of the type
identified in its obligations under the Agreement; or attempts to assign rights in, or
delegate duties under„ this Agreement.
Page 4 of 8 Personal services Agreement Between the twit f Ashland and PostScript
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Obligation/Liability of parties. Termination or modification of this Agreement pursuant
to subsections 5.1, 5.2, or 5.3 above shall be without prejudice to any obligations or
liabilities of either party already accrued prior to such termination or modification.
However, upon receiving a notice of termination (regardless of whether such notice
is given pursuant to subsection 5.1, 5.2, 5.3, or 5.4 of this section, consultant
shall immediately cease all activities under this Agreement, unless expressly
dire
cted
ted otherwise by city in the notice of termination. Further, upon termination,
Consultant shall deliver to city all documents, information, works-in-progress and other
property that are or would be deliverables had the Agreement been completed, city
shall pay Consultant for Work performed prior to the termination date if such
Work was performed in accordance with this Agreement.
5.6. The rights and remedies of City provided in this subsection are not exclusive and are in
addition to any other rights and remedies provided by law or under this Agreement.
6. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City„ its
officers„ employees, and agents harmless from any and all losses, claims, actions, costs,
expenses„ judgments, or other damages resulting frorn injury to any person (including injury
resulting in death), or damage (including loss or destruction) to property„ of whatsoever
nature arising out of or incident to the performance of this Agreement by consultant
(including but not limited to, Consultant's employees, agents, and others designated by
Consultant to perform Work or services attendant to this Agreement). However„ Consultant
shall not be held responsible for any losses, expenses, claims, costs, judgments„ or other
damages, caused solely by the gross negligence of City,
7. Consultant's Compliance with Tax Laws: Consultant represents and warrants to the City
that: Consultant shall comply with all Oregon tax laws, including but not limited to OCAS
305.620„ OILS 305.330(4), and ORS Chapters 316, 317, 316, in addition to any rules,
regulations, charter provisions, or ordinances that implement or enforce any of the foregoing
tax laws or provisions and any tax provisions imposed by a political subdivisions of the State
of Oregon.
& Liming "Wage Requirements: if the amount of this Agreement is $26,429, 5 or more,
Consultant 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 rnore of the Work under this
Agreement. Consultant is also required to post the notice attached hereto as "Exhibit -
predominantly in areas where it will be seen by all employees.
A Notice: Wbenever 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, by mailing using registered or certified United States
mail, return receipt requested" postage prepaid, or, by electronically confirmed at the
addresses set forth on page one of this agreement with a copy to,�
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City of Ashland Legal Department
20 F. lain Street / J
Ashland„ Oregon 9720
Rhone: (941) 48- 50
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10, General Provisions:
101, Ownership of Work/Documents: All Work, work product, or other documents
produced in furtherance of this Agreement belong to the City, and any copyright, patent,
trademark proprietary or any other protected intellectual property right shell vest in and is
hereby assigned to the City,
10.2. Non-appropriations Clause -Funds Available and Authorized: City has S
sufficient funds currently available and authorized for expenditure to finance the costs of
this Agreement within the City's fiscal year budget. Consultant understands and agrees
that City's payment of amounts under this Agreement attributable to Work performed
after the last day of the current fiscal year is contingent on City appropriations, or other ? '
expenditure authority sufficient to allow City in the exercise of its reasonable t
administrative discretion, to continue to make payments under this Agreement. In the
event City has insufficient appropriations, limitations or other expenditure authority„ City J
may terminate this Agreement without penalty or liability to City, effective upon the
delivery of written notice to Consultant, with no further liability to Consultant.
10.1 Statutory Requirements: The fallowing laws of the State of Oregon are hereby
incorporated by reference into this Agreement: ORS 279B,220, 27913,230 and '
2795.25.
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10.4. Nondiscrimination: Consultant 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 any Work under this
Agreement when employed by Consultant, Consultant agrees to comply with all
applicable requirements of federal and state civil rights and rehabilitation statutes, rules G
and regulations. Further, Consultant 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,
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10,5 governing Law: This Agreement shall be governed by the laws of the State of y?
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 pay
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expressly waives any and all rights to maintain an action under this Agreement in any
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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 thus choice of
venue.
11. Merger: This agreement and the attached exhibits constitute the entire understanding andAl
agreement between the parties. No waiver, consent, modification or change of terms of this r%
agreement shall bind either party unless in writing and signed by both parties. Such waiver,
consent, modification or change, if made, shall be effective only in the specific instance and
for the specific purpose given, There are no understandings, agreements, or representations,
oral or written, not specified herein regarding this agreement. Consultant, by signature of its
authorized representative, hereby acknowledges that he/.she has read this agreement,
understands it, and agrees to be bound by its terms and conditions,
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Page 7 of 8 Personal Services Agreement Between the City of Ashland and PostScript Strategy
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WITNESS WHEREOF, Agreement e p y the parties have executed this At i their respective names
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their duty authorized representatives as of the dates indicated below. This Agreement may be
t/ executed in two counterparts, each of which shall be deemed an original, with equal force and
effect as if executed in a single document.
City of Ashland: PostScript Strategy (Consultant)
y. D rinda Cottle
City of Ashland Communications Officer
September 4, 2025 Signature
Date
Printed Name
GaAfJC>o N
Title
Purchase Order No.
Date f --
(IL-9 is to be submitted with this signed Agreement)
APPR VED A 'TO FORM:
City Attorney
Date
1
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Page tl of tt Personal Services Agreement Between the City of Ashland and PostScript Strategy
b b • 0 k
CRY of Ashland
LIVING
Y ' A M N 1 M
tl WAGE
1 q d l 1
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Ql 11,
ME;
_ ._. per hour, effective June 30,�2025.
The Living Wage is adjustedannually emery
June 30 by the Consumer Price Index.
b d a prraiect or porron of tl-ie 401K, and lRS eligible
bUSa rleSS Of their es,rrlalrryer, if Mr�afr°�atrariiea p 4is (inic r.rding
ttre Mpbye,r has ten cp. more childcare) benefits, to the
e+nrployees, and 9ras received eraafrlrryee's amount of wages
For all harms worked under
fin ancJ assistance for the
service contract between their project or, business from the Norte; Fcar ternporary and faart-
r� ity of Ashland over 27,163, tirne er�rplOyeas, the LMng
err7gfrayer and tt�7e City of Wage aces raft stvpRy to theArrheed if the contract if ffi6r eir ployer is the City of first1040 hcvurs worked in Bray
exceeds 27,16 r more� Asil-land, irueludinf throe Barks calendar� year, For More
For aNl heurr, worked in a
and Recreation Departs°rent, details, please see Ashland
l'+4rrn'rcifaal Codeeactlera
n�arrnth�r, if the ernplcayee sfaerrds
�k%or more of the er"r7P10ye a's � In calculating the living wage, 3 12,0K
firere in that rncrrath working on employers May add the value
of health care reCurerneryt,
11 IN
Mc=
b
Call the Ashland City Manager's office t 541-488-6002 or waits to the City Manager,
City Hall, 20 East Main Street„ Ashland, OR 97520, or visit the City's w bsit t .. ,dr r)al,
Notice to Employers: This notice must be posted in areas where it can be seen by all employees,
1 ,T Y OF
ASIALAND
i���,,1
Exhibit C
Certif ications/Representations: Consultant, by and thrOUgh its authorized
representative, under penalty of perjury, certifies that (a) the riUrnber shown on the attached W-,9
fomi is its correct taxpayer lD (or is waiting for the number to be issued to it and (b) Consuftailt, is
not subject to backup withholding because (i) it is exempt frorr� backup withholding, or, (ii) R has
not been notified by the Internal Revenue Service (IRS)that it is subject to backup withhoWing as
a result of a failure to report all interest or dividends, or (Hi) the 1RS has notified it that it is no
longer subject to backup withholding. Consultant further represents and warrants to City that: (a)
it has the power and authority to enter into this Agreement and perforal the Work, (b) the
Agreement, when executed and delivered, shall be a valid and binding obligation of Consuftant
enforceable in accordance with its terms, (c)the work under the Agreement shall be performed in
accordance with the highest professional standards, and(d)Consultant is qualified, professionally
competent, and duly licensed (if applicable) to perform the Work. Consultant also certifies under
penalty of perjury that its business is not in violation of any Oregon tax laws,, it is an independent
contractor as defined in the Agreement, it is authorized to do business ill the State of Oregon,
and Consultant has checked four or more of the following criteria that apply to its bus'iness,
(1) Consultant carries out the work or services at a location separate frorn a private
residence or is in a specific portion of a private residence, set aside as the location of
the business,
(2) Corril-nercial advertising or business cards or, a trade association rnerinbership are
purchased for the business
(3) Telephone listing is Used for the business separate from the personal residen e
listing,
(4) Labor or services are performed only pursuant to written contracts,
( ) tabor or services are performed for two or more different persons within a period
of one year.
(6) Consultant assurnes financial responsibility for defective workirnainship Or for
service not provided as evidenced by the ownership of performance bonds,
warranties, errors and omission (professional liability) inSUrance or liability insurance
relating to the Work or services to be provided.
127
...........'E)nsuftant's signature
Date
Page I of 1: Exhibit C
MOM—
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� �y ��a /i d�`� r'�w� wr/dr✓ ulu�i I v IYI� p �'����ivlh�l.
To:
Dorinda Cottle
d r"uri ,coal ashw ar,i .or,, u
Revised Proposal for Strategic Communications are
Video Production Services
Submitted by; Postsc'e plt S'bategy
Date! August 27, 2025
Contact: David Sommers, Partner N d vad postsrr ript tr tegy� cor-n 1 (213) 453-- 446
Brandon Dowling, 1 artriaer I dav�dC)postscrdptstr to y,coo ) � (C 61) 43"...906
Overview
Postscript Strategy proposes to pr v'ode video production a;.crcer&nathc>n and supp rt,, aG npp gth as-needed
Communications
trategic �la�cmou nicatuons, raphd response and outreach services, as directed by the City of Ashland
omm rs Officer, for a six-n-naantfu pleatproject period between September 2025 through p'e�,turuary
We envision our r6e, as arovidi6m � � � p
.� n � t � assistance to,marmci d directed taya the t r°am�mrrm�ru.mmro�ntiwavrs t„DtFsce� r to develop
vldc�cr projects and cruN~xrrmwunk-atio ns irv'iitiativ �s f°.mar a variety of srac laV platforms, newsletters,vw dsmt s arret khn u.
ut.le„tsm with the mtoaV of Creating a cohesuve and compelling narrabve is key stakeholders,reesv dents„
rcoiuroi~rr jnity emroe'rrtterers, and the pubiiic at* ea,helping ensure the C sty of hiarud s goals avid prirar ithes ar,
understood,marrntaraced,and parmeuftican d for success
Proposed Scope of Mork &DOlIverables
Postscript Strategy rrw lk provide the following scervw cees can a mor°ithly it talrueei twaslls°
X Project-Focused Video Production
Postscript Strategyy will' and
manage
m ct � u stucd r f&crce m r 1p s videos tr u r forrn
disdef4»of p ✓r^ty issues a dpc�itr key fsrr mtos u i t �ruswork will done o111 d `e"4l dVVtic uv
with the Cwrwrr,errcatmens Oftccmarud rok4 nrvc6ve oraralird pumduchror ifl pVTV staff�wiue SOU studeil"its.
%p%, "
t."Prrject Videos' TNs series wiH consist of more dynamic,professionally produced video
segments focused on specific city projects,initiatives,or informational campaigns,
j
Postscript will provide the A"oiiowirog,
Function as executive producer by helping to pitch and developing segment/video topics„scheduling
guests for interviews,guest prep and question development,and field producing for on-site shoots,as
directed by the Communications Officer.
- Serve as the primary liaison and coordinator with RV /SOU for all aspects of branding,filming„
scheduNing,editing,and post-production,
. Coordinate with RVTV on the creation of a graphics package for the series„including video open„close,
iowerAhirds„and other graphical elements.
How We Envision Our Role:
• Pre-Production:Scriptwriting and storyboarding based on topics provided by the City Manager's Office.
m Filming Support,Directing on-camera segments with designated spokespeople and coordinating
production logistics with the RVTV/SOU team,We will also source and integrate relevant broil footage
and high-quality stock video to create a visually engaging final product.
• Post-Production:Oversee and direct full-service editing„including graphics,background music,color
correction,and branding to create a polished„broadcast-ready video.
• Outreach:Working with the Communications Officer,,determine best practices for&stcibution on city
communications channels including social rnedia and the City website
S.Can-Demand Strategic Communications Support
Beyond video production„this partnership provides the Communications Officer with priority access to
experienced communications consultants for on-demand strategic support.
Scope of Support Includes:
•Crisis Communications: immediate counsel on strategy,messaging,and response during urgent
situations
.Strategic Counsel:Advising on long-term corn rn u nication plans,, issue management,and public
outreach campaigns,copy development
• Media relations: Crafting press releases, media advisories,talking points,etc,
Additional services and support as-needed.
HOURLY RATE AND TERMS
pate.$18, )0 over,the course of the project,from its Effective Date until March 31,2026.Payments shall be made according to Sectlon 2 of
this agreement,with a monthly billing cycle of$3,O00 to begin on October:1,2026(i.e.Contractor to submit$3k invoic;e Oct or after).
#$10,5 ;6 Project-Focused Video Production(End-to-end production management and support at the direction of the CornrnUnications
officer and In coordination with PWTV/SOU).
-$' ,500:OnmDernand Strategic Communications Support.At the request of the Communications Director,the Contractor shall provides up two
60 hours of strategic r,:ommunication<;.The Contractor shall submit a detailed accounting of the hour's worked,broken down into:15-rno nute
increments,,This accounting will enable the Communications Officer to accurately,track completed work and plan for upcoming projects,
ex eps
e are confident that this partnership will provide immense value to the Ashland City Manager"s Office and the
commun'oty it serves,
To:move forward,Postscript can generate an independent Contractor Agreement for the City's review/
consideration,or we are happy to review any pre-existing or standard contractor agreement the City may prefer
to use,
We look forward to partnering with,you,
q
Sincerely,
David Sommers
Pirtner,Pcntscrlpt Strategy
david@postscriptstrat:egy.corn
PS ppre(Jate tht?, opportunity to contribute to the City of Ashland's storyteMng efforts, Ond Book forwaird
to supporting you 'on shapinq a successful commurOcations paV'r forward,
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