HomeMy WebLinkAboutONE ZERO DIGITAL MEDIA, LLC;NSURANCE ON FILE
WORT. MAY PROCEED
UNTIL iiVSURANCE EXPIRES
N-2019-239
CLERK OF COUNCIL
DATE: Nov 1 1 2019
cps CONSULTANT AGREEMENT �+I', 4
O C�� CITY OF SANTA ANA
T141S AGREEMENT is made and entered into on this 21" day of October, 2019 by and between
One Zero Digital Media, LLC. ("Consultant'), and the City of Santa Ana, a charter city and
municipal corporation organized and existing under the Constitution and laws of the State of
California ("City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of:
providing aerial photography and video: up to 25 images fully edited captured by
professional drone, extra -large and medium resolution versions of images, video clips
for social media and edited video.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terns and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in Scope of Services - Exhibit A,
attached hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified in Compensation - Exhibit A. The maximum
amount to be expended for this Agreement shall not exceed 52,000:
b. Payment by City shall be made within forty-five (45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment
need not be made for work which fails to meet the standards of performance set forth
in the Recitals which may reasonably be expected by City.
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3. TERM
This Agreement shall commence on the date first written above through October 24 2019,
unless terminated earlier in accordance with Section 15. below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data'). Consultant
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Consultant's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
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damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
and representatives as additional insured(s); (b) be primary and not contributory
with respect to insurance or self-insurance programs maintained by the City; and
(c) contain standard separation of insureds provisions.
b, Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section
3700 of the Labor Code, Consultant, if Consultant has any employees, is required
to be insured against liability for worker's compensation or to undertake self-
insurance. Prior to commencing the performance of the work under this
Agreement, Consultant agrees to obtain and maintain any employer's liability
insurance with limits not less than $1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
C. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
i. Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
ii. Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shalt be approved by the City,
iii. Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
iv. Where the amounts or coverage provided by the certificates of insurance
provides coverage greater than those listed by this Agreement, the amounts
provided by the certificates of insurance shall be incorporated by reference
into the Agreement.
V. Consultant shall supply City with a fully executed additional insured
endorsement.
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not affect
Consultant's right to be paid for its time and materials expended prior to notification
of termination. Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
Page 3 of 8
7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Consultant, its Subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section I of this Agreement; and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
hold harmless agreement applies to all claims for damages,just compensation, restitution, judicial
or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or wilffid misconduct of the Consultant.
& INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant trader this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
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10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
employment related activities, Consultant affirms that it is an equal opportunity employer and shall
comply with all applicable federal, state and local laws and regulations.
13, EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terns of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Consultant. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
Page 5 of 8
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City,
15, TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination, In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate,
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement,
16, WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies,
17, JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies, Consultant shall notify the City immediately and
Page 6 of 8
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or seat by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Steven Mendoza,
Executive Director, Community
Development Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
To Consultant:
Josh Friedman, Owner
13552 Woodglen Drive
Santa Ana, CA 92705
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be "eluded.
Page 7 of 8
N-2019-239
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
CITY OF SANTA ANA
D. �oMne Ridgene
APPROVEDManager
the Council
FORM:
SONIA R. CARVALHO CONSULTANT:
City Attgrpey
By: !!
Ryan 0.
RECOMMENDED FOR APPROVAL:
Steven Mendoza, Executive Director
Community Development Agency
Josh Friedman
Owner
Page 8 of 8
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Att9Epey
By: - F/
Ryan O.
RECOMMENDED FOR APPROVAL:
COW-kk- G1'CANed
Steven Mendoza, Execu ve Director
Community Development Agency
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONSULTANT:
/W 4i M4 �
Josh Redman
Owner
Page 8 of 8
EXHIBIT A
SCOPE OF SERVICES & COMPENSATION
CANE ZERO
DIGITAL MEDIA, LLC PROPOSAL
Proposal for Video Projects/Photography
(page I of 1)
October 10, 2019
This proposal given on September 9, 2019 for the City of Santa Ana details a video project and services provided
by One Zero Digital Media The pricing below is valid through 2019.
Company Description
One Zero Digital Media specializes in professional video and photography services top down from the ground
up!One Zem Digital Media is based in Orange County, California.
EVENT INFORMATION
On October 27, 2019 from 3pm-9pm the for the citys150th Anniversary Celebration ;a Centennial Park.
Services and Products:
Aerial Photography and Video: Up to 25 images fully edited captured by the professional DII Inspire 2 X7 drone.
Extra large and medium resolution versions of the images will be provided. Video Clips for Social Media and for
the Edited Highlight Video
Fee: $750
Video Interview and 8-Roll: One Zero Digital Media can conduct a video ground interviews with a single person
talking about the importance of the event. They will also capture b-roll clips to he overlaid for a sizzle reel. This
will result in a :90-2:0o edited sizzle reel of the event (aka Highlight Video). One Additional Ground
Videographers will capture the event. $1250
Total Amount $2,000
Videos will be delivered electronically as 1080p Full if D videos and on Youtube as a link
Photos will be delivered in full resolution and medium resolution via Dropbox.
Thank you for considering working with One Zero Digital Media, I.I.C.
Please contact Josh Friedman, any time for questions about this quote or to receive a contract for any of the proposed
A C-JN{G:AC7.
ONE ZERO DIGITAL MEDIA
13552 Woodglen, Santa Ana, CA 92706.868-922-4100 • onezerodm.com
THIS CERTIFICATE IS ISSUED AS
CERTIFICATE DOES NOT AFFIRM
BELOW. THIS CERTIFICATE OF I
REPRESENTATIVE OR PRODUCER.
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terms and conditions of the policy, cartel
certificate holder In Ileu of such encli orserm
PRODUCER MATT KALLA INSURAI, CE P
4148 VOLTAIRE ST
State Farm SAN DIEGO CA 92107
INSURED JOSHUA FRIEDMAN
ONE ZERO DIGITAL
13552 WOODGLEN [
SANTA ANA CA 92
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DESCRIPTION OF OPERATIONS LOCATIONS VEHIC ES (Atla h ACORD 101. Adtlleonal Remarks Schedvb, i1 more apace is reeulratl)
City of Santa Ana, its officers, employees, agents or d representaOYes are Additional Insureds With respect to General Liability and Auto Liability. Insurance is
Primary and Non -Contributory.
City of Santa Ana - Risk Mma4lAmelat I 4th Floor SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
20 Civic Center Plaza SA ANT EXPIRATIONE WILL BE DELIVERED IN
Santa Ana, CA 92702 LAMBERT ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENT`�AT�"IVE
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ACORD 25 (2010/05) The CORD name end logo am registered arks 8 ACORD10ACORD CORPORATION. All rights reserved,
1001486 132849.8 01-23-2013
I, Josh Friedmal
CITY OF SANTA ANA
RISK MANACEMENT.e Aw 4w 4 HUMAN RESOURCES
Managing Risk vm4* Positive Change -
WORKERS' COMPENSATION DECLARATION
hereby affirm under penalty of perjury, the
following declaration:
I certify on behalf of.One Zero Digital Media that during the term
(ConsultonVCompany Name)
of my contract for Video roduction and Photo services with the City of Santa Ana,
pe of service provided)
I will not employ any person in any manner so as to become subject to the workers'
compensation laws of California, and agree that if I should become subject to the
workers' compensate n Provisions of Section 3700 of the Labor Code, I shall forthwith
Comply with the pro isio is and provide proof of workers' compensation coverage
immediately.
Date: October 22, 2019
Print Name: Josh Friedman
Print Title: Owner
Signature:
Telephone: 8c8-922-4100
WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND
SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED
THOUSAND DOLLARS ($1 0,0 O). IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS
PROVIDED FOR IN SECTIC N 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEYS FEES.
I:IRisk Mgmtllnsurance Requiremer�fsl t oration 08152019