HomeMy WebLinkAboutVERITEXT CORPORATIONINSURANCE NOT ON FILE
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CLERK OF COUNCIL
c DATE:SEP 2 4 2018
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AGREEMENT WITH VERITEXT TO PROVIDE
LEGAL SUPPORT SERVICES
A-2017-071 01
THIS AGREEMENT is made and entered into this 20Ta day of September, 2018 by and
between Veritext Corporation, ("Provider"), 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").
ECITA
A. The City desires to retain a Provider having special skill and knowledge in the field of legal
support services including court reporting, transcription and translation services
D. Provider represents that it is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Provider represents that it is knowledgeable
in its field and that any services performed by Provider 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
Provider shall provide legal support services to the City as set forth in the scope of services
identified herein as Exhibit A, attached hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Provider agrees to accept as total payment for its services for City,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement shall not exceed $25,000.
b. The parties recognize that services were provided since January 1, 2018, that inadvertently
went past the expiration of the prior agreement (A-2017-071) with the City. The parties
acknowledge and agree that this Agreement will cover any outstanding invoices for
services rendered since the expiration of the prior Agreement.
e. Payment by City shall be made within 45 days (forty-five) 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 the date first written above for a one-year term, unless
terminated earlier in accordance with Section 13, below.
Page I of 7
4. INDEPENDENT CONTRACTOR
Provider 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 Provider performs the services
which are the subject matter of this Agreement; however, the services to be provided by Provider shall
be provided in a manner consistent with all applicable standards and regulations governing such
services. Provider 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.
S. INSURANCE
Prior to undertaking performance of work under this Agreement, Provider shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Provider 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 Provider'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 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 (e) 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, Provider, if Provider 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, Provider agrees to
obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
d. If Provider 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.
e. The following requirements apply to the insurance to be provided by Provider pursuant
to this section:
i. Provider shall maintain all insurance required above in full force and effect for
the entire period covered by this Agreement.
Page 2 of 7
ii. Certificates of insurance shall be famished to the City upon execution of this
Agreement and shall 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. Provider shall supply City with a fully executed additional insured
endorsement.
If Provider 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 Provider's
right to be paid for its time and materials expended prior to notification of termination.
Provider waives the right to receive compensation and agrees to indemnify the City for
any work performed prior to approval of insurance by the City.
6. INDEMNIFICATION
Provider 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 Provider, 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 Provider 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 Provider'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 Provider.
7. RECORDS
Provider shall keep records and invoices in connection with the work to be performed under
this Agreement. Provider 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
Page 3 of 7
final payment to Provider under this Agreement. All such records and invoices shall be clearly
identifiable. Provider 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. Provider 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
Provider under this Agreement.
S. CONFIDENTIALITY
If Provider receives from the City information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, Provider 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 Provider disclosed in a publicly available source; (c) is in rightful
possession of the Provider without an obligation of confidentiality; (d) is required to be disclosed by
operation of law; or (e) is independently developed by the Provider without reference to information
disclosed by the City.
9. CONFLICT OF INTEREST CLAUSE
Provider 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.
10. DISCRIMINATION
Provider 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, Provider affirms that it is an equal opportunity employer and shall comply with all applicable
federal, state and local laws and regulations.
11. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Provider, 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 sighed
by the City and by an authorized representative of Provider. 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 Provider 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 4 of 7
12. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Provider, Provider
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 providers retained by City.
13. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Provider shall be entitled to receive and the City shall pay Provider
compensation for all services performed by Provider 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 Provider 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 Provider
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.
14. 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.
15. 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.
16. PROFESSIONAL LICENSES
Provider 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. Provider 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.
Page 5 of 7
17. 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.
18. 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:
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:
Sonia R. Carvalho
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714- 647-6515
To Provider:
Veritext Corporation
Regional Vice President
707 Wilshire Blvd.
Suite 3500
Los Angeles, CA 90017
Fax: 213-652-1801
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
Page 6 of 7
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 tviemy-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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
CITY OF SANTA ANA
Maria D. Huizar Raul GodinezI
Clerk of the Council City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: (`ax Lica , R.s�i.tu
Laura A. Rossini
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Sonia R. Carvalho
City Attorney
City Attorney's Office
PROVIDER:
By: AqijkeO ,SQteJak
Title; UP ofc-(Pvt'r ' CA
Page 7 of 7
EXHIBIT A
SCOPE OF SERVICES + FEES AND RATES
Customary Reporting Services
• Complimentary Online Scheduling and Deposition Management through MyVeritext
• Complimentary Online support to all transcripts and exhibits through MyVeritext
• Complimentary Conference Rooms at Veritext locations
• Complimentary laptops provided upon request
Services
Original + One certified transcript
Pricing
$5,25 / page*
Expert witnesses
$5.50/ page*
Appearance Fee
No Additional Charge
Rough Transcript
$1.50 / page
Interactive Real-time
$1.75 / page
Next Business Day Delivery
Expedited Delivery
100% of page rate
10% / day
Video Services
All video is billed at a bundled hourly rate and Includes set up, recording time, tape stock, digitizing to the
DVD, synchronizing of the videotape to the transcript and client viewing copy
Video Services including synched DVD
Video Services on DVD (not synched)
Media and Cloud Service
Veritext Virtual (webcam interface)
Veritext Virtual (webcam interface) w/Streaming Text
Veritext Virtual (webcam interface)
Cancellation Policy (within 48 hours of Veritext Virtual session)
*Additional phone charges may apply for international calls
**Real-time fees will apply to this service
Exhibit Capture (Native Files)
Touch Exhibit Display
VERITEXT
LEGAL SOLUTIONS
Confidential 19/18/2018 1 Page 1 of 2
$195.00 / hour
$175.00 / hour
$22.75 / video
$395.00 / day initial two users
$495.00 / day initial two users**
$195.00 / day / each add'I user
$195.00
$650.00 / day
$795.00 / day
Saddaf Yusuf
Account Executive
611 Anton ( Costa Mesa, CA 92626
syusuf2veritext.com 1949-955-3855
Exhibits
Exhibits, black and white (hard copy) $0.30 / page
Exhibits, color or oversized Actual cost
Exhibits scanned —searchable OCR $0.35 / page
Veritext Exhibit Package (ACE) $45.00 / depo
Exhibit Share (paperless exhibit platform) $295.00 / session
Shipping
Shipping and Handling $ 35.00
Production and Processing $ 50.00
Messenger Actualcost
Litigation Support and Other Services
Condensed Transcript Complimentary
Litigation Package (includes ASCII file, E -Transcript, PDF,
Linked PDF, TextMap and digital images of exhibits) $45.00 / transcript
Litigation Package w/ LEF or 56F $61.00 / transcript
Travel
Locally No charge
Internationally Cost / Daily per diem
Additional Services
Minimum to Noticing Party
$295.00
Non-Appearance/Cancellation (after 6:00 pm prior night)
$225.00
Certificate of Non -Appearance
$275.00
Weekend and Holiday Per Diem
$350.00/ full day
Overtime, before 9:00am/after 6:00pm
$75.00 / hour
Court/Trial/Arbitration
Call for quote
Conference Rooms- Veritext locations
Complimentary
Confidential proposal. These rates are valid for 1 year from the date of proposal. Standard rates for
additional services, Including cancelations will apply. Veritext does not authorize the release or the
distribution of these rates to any law firm, court reporting agency or litigation support services entities.
VERITEXT
�—LEGAL SOLUTIONS
Conndentlal 19/18/2018 1 Page 2 of 2
Saddaf Yusuf
Account Executive
611 Anton I Costa Mesa, CA 92626
ssvusuf@veritext.com ) 949-955-3855
Customary Trial & Hearing Services
• Complimentary online scheduling and transcript management through MyVeritext
Complimentary Online support to all transcripts through MyVeritext
Services
Court Reporter, Trial Per Diem
Pricing
$1390.00 /full day
$695.00 /half day
(When same or next day final
i
transcript is requested, add $500)
Court Reporter, Hearing Per Diem
$425.00 / 2 hours or less
Transcript/Original + One (Standard Delivery)
$2.33/ page*
Transcript Copies (includes email & hard copy)
$1.05 / page
Expedited Transcript_
$3.50 / page
Real-time Hookup (per party) w/final transcript
$1.85 / page
Rough Transcript (per party) w/final transcript _
$1.50 / page
Trial/Hearing Support Package (includes TXT, PTX and
$10.00
PDF transcript formats)
* There is a minimum $195 transcript fee If transcript is ordered.
If no transcript is ordered at the time of the proceedings, the real-time or rough fee will be charged at
$3.25 per page plus applicable per diem.
Cancellation fee — if cancelled within 24 hours, the applicable per diem will be charged.
Confidential Proposal. These rates are valid for 1 yearfrom the date of the proposal. Standard rates for
additional services, Including cancellation will apply. Veritext does not authorize the release or the
distribution of these rates to any law firm, court reporting agency or litigation support services entities.
VERITEXT
LEGAL SOLUTIONS
Confidential 19/18/2018 1 Page 1 of 1
SaddafYusuf
Account Executive
611 Anton I Costa Mesa, CA 92626
syusuf@veritext.com 1949-955-3855