HomeMy WebLinkAboutBOBROVE, JOSHUA (2)INSURANCE ON FILE
WORK MAY PROCEED
UNTILIN U NCEEXPIRES
CITY CLERK
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N-2023-304
AGREEMENT WITH JOSHUA BOBROVE TO PROVIDE COMMERCIAL
p . ? W r(U) PHOTOGRPAHY SERVICES
tl0004`1)�THIS AGREEMENT is made and entered into on this 20th day of October, 2023 by and between
Joshua Bobrove, an individual ("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
commercial photography services for use by the Public Works Agency.
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
terms and conditions hereinafter set forth, the parties agree as follows:
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 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 Exhibit A. The total amount to be expended
during the term of this Agreement shall not exceed Fifty Thousand Dollars and Zero
Cents ($50,000).
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.
3. TERM
This Agreement shall commence on December 16, 2023 and terminate on December 15,
2024 with the option for the City to grant up to a one (1) two (2) year renewal, exercisable by a
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writing by the City Manager and the City Attorney, 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 Consultant 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
for the duration of this Agreement:
a. Minimum Scope and Limit of Insurance
Coverage shall be at least as broad as:
(1) Commercial General Liability (CGL): Insurance Services Office Form CC
00 01 covering CGL on an "occurrence" basis, including products and
completed operations, property damage, bodily injury and personal &
advertising injury with limits no less than $1,000,000 per occurrence. If a
general aggregate limit applies, either the general aggregatelimit shall apply
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separately to this project/location (ISO CG 25 03 or 25 04) or the general
aggregate limit shall be twice the required occurrence limit.
(2) Automobile Liability: Insurance Services Office Form Number CA 0001
covering, Code I (any auto), or if Consultant has no owned autos, Code 8
(hired) and 9 (non -owned), with a limit no less than $1,000,000 per accident for
bodily injury and property damage.
(3) Workers' Compensation: as required by the State of California, with Statutory
Limits, and Employer's Liability Insurance with limit of no less than
$1,000,000 per accident for bodily injury or disease.
(4) Professional Liability: Insurance applicable to the work being performed,
with a limit of no less than $1,000,000 per claim or occurrence and $2,000,000
aggregate per policy period of one year.
(5) Broader Coverage: if the Consultant maintains broader coverage and/or higher
limits than the minimums shown above, the City requires and shall be entitled
to the broader coverage and/or the higher limits maintained by the Consultant.
Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
b. Other Insurance Provisions
(1) Additional Insured Status: The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL policy with
respect to liability arising out of work or operations performed by or on behalf
of the Consultant including materials, parts, or equipment furnished in
connectionwith such work or operations. General liability coverage can be
provided in the form of an endorsement to the Consultant's insurance (at least
as broad as ISO Form CG 2010 1185 or if notavailable, through the addition of
both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later
edition is used).
(2) Primary Coverage: For any claims related to this contract, the Consultant's
insurance coverage shall be primary coverage at least as broad as ISO CG 20
0104 13 as respects the City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials,
employees, or volunteers shall be excess of the Consultant's insurance and shall
not contribute with it.
(3) Notice of Cancellation: Each insurance policy required above shall provide
that coverage shall not be canceled, except with notice to the City.
(4) Waiver of Subrogation: Consultant hereby grants to City a waiver of any right
to subrogation that any insurer of said Consultant may acquire against the City
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by virtue of the payment of any loss under such insurance. Consultant agrees
to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City has
received a waiver of subrogation endorsement from the insurer.
(5) Self -Insured Retentions: Self -insured retentions must be declared to and
approved by the City. The City may require the Consultant to purchase coverage
with a lower retention or provide proof of ability to pay losses and related
investigations, claim administration, and defense expenses within the retention.
The policy language shall provide, or be endorsed to provide, that the self -
insured retention may be satisfied by either the named insured or City.
(6) Acceptability of Insurers: Insurance is to be placed with insurers authorized
to conduct business in the state with a current A.M. Best's rating of no less
than A: VII, unless otherwise acceptable to the City.
(7) Claims Made Policies: If any of the required policies provide claims -made
coverage:
i. The retroactive date must be shown, and must be before the date of the
contract or beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be
provided for at least rive (5) years after completion of contract work.
iii. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the contract
effective date, the Consultant must purchase "extending reporting"
coverage for a minimum of five (5) years after completion of work.
(8) Verification of Coverage: Consultant shall furnish the City with original
Certificates of Insurance including all required amendatory endorsements (or
copies of the applicable policy language effecting coverage requiredbv this
clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing allpolicv endorsements to City before work begins. However, failure to
obtain the required documents prior to the work beginning shall not waive the
Consultant's obligation to provide them.
The City reserves the right to require complete, certified copies of all required
insurance policies,including endorsements required by these specifications, at
any time.
(9) Subcontractors: Consultant shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and Consultant
shall ensure that City is an additional insured on insurance required from
subcontractors.
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(10) Special Risks or Circumstances: City reserves the right to modify these
requirements, including limits, based on the nature of therisk, prior experience,
insurer, coverage, or other special circumstances.
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 1 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 willful misconduct of the Consultant.
8. 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 under 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
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(3) years from the date of final payment to Consultant under this Agreement.
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 mariner 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, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. 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 terms 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
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party, which is not embodied herein.
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
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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
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 sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
City Clerk
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:
Executive Director,
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
To Consultant:
Joshua Bobrove
2419 Vista Del Campo
Santa Barbara, CA 93101
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 excluded.
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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:
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ferL.H I
Ci
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: r
Br n Salvatiena
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
Nabil Saba, P.E.
Executive Director
Public Works Agency
'CITY OF SANTA ANA
Steven A. Mendoza
Acting City Manager
JOSHUA BOBROVE:
9614WM,
Joshu obrove
Owner
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EXHIBIT A
SCOPE OF SERVICES - COSTS/RATES
2024 Pricing for
City of Santa Ana
Full Day Rate (up to 8 hours) for Lifestyle/ Location Editorial & Portraits, 1250
including retouching of selected images.
Half Day Rate (1-4 hours, last day of coverage of >1 day of Full Day prior) 900
for Lifestyle/ Location Editorial & Portraits, including retouching of selected
images.
Location Studio Setup Portrait Session (1-5 people) including retouching of 1250
selected images.
Additional people, per person of Studio Portrait Session. 130
All images include unlimited usage rights.
All images Transmitted Electronically.
Rates may vary depending on the specifics of each project, formal Proposals
will be created for each project.
Polezhaev, Katerina
From:
City of Santa Ana <certificate-request@ctraxjdidata.com>
Sent:
Wednesday, April 19, 2023 9:11 AM
To:
Info@JoshuaBobrove.com; Polezhaev, Katerina; Hernandez, Robert (PWA)
Subject:
Internal Notice of Compliance
Follow Up Flag:
Follow up
Flag Status:
Flagged
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor Photography by Joshua Bobrove
Name:
Project N-2021-025-01
Number:
Project Extension of Agreement for Commercial Photography Services, No. N-
Name: 2021-025
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant covernefs are:__
TYPE OF INSURANCE
AUTOMOBILE LIABILITY
POLICY EXPIRATION COI
NUMBER DATE DATE
PROFESSIONAL LIABILITY WAIVER
WORKERS COMPENSATION AND WAIVER
EMPLOYERS' LIABILITY
Thank you,
City of Santa Ana
Risk Management Division
FILE NAME
03/30/2023 CERTIFICATE OF
INSURANCE (COI).Pdf
12/19/2023 04/18/2023 CERTIFICATE OF
INSURANCE (COI).Pdf
04/17/2024 04/18/2023 JoshuaBobrove PL_SA.pdf
04/17/2024 04/18/2023 JoshuaBobrove_WC
Declaration.pdf
in partnership with
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