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HomeMy WebLinkAboutCRON & ASSOCIATES TRANSCRIPTION, INC. 1-2008 WC~1-P, ~-J-08' N-2008-021 INSURANCE NOT ON FILE " WORK MAY M2I PROCEED CLERK OF COUNCIL CONSUL T ANT AGREEMENT DATE: FES 2 6 2008 O::'(~ THIS AGREEMENT, made and entered into this 25th day of January, 2008 by and ,\\ tt'etween Cron & Associates Transcription, Inc., a California corporation (hereinafter "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 (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of transcribing dictated and recorded audio documents. 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: 1. SCOPE OF SERVICES Consultant shall perform transcription services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $5,000 during the term of this Agreement. b. Payment by City shall be made within thirty (30) 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 and terminate on December 31, 2008, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Fire Chief and the City Attorney. 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. 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. Due to the nature of services provided, Commercial General Liability Insurance is not required. 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 3300 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. 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 shall be approved in form by the City Attorney. (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. 6. INDEMNIFICATION 2 Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of 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 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. 7. 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. 8. 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. 9. 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 telefacsimile 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) 3 P.O. Box 1988 Santa Ana, CA 92702-1988 fax (714) 647-6956 With courtesy copies to: Fire Chief City of Santa Ana 1439 S. Broadway Santa Ana, California 92707 fax (714) 647-5779 and 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 Consultant: Cron & Associates Transcription, Inc. Cris Cron 10352 Miralago Place Santa Ana, California 92701 fax (714) 838-4274 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 telefacsimile, 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. 10. 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 nor 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 are not embodied herein. 4 11. 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. 12. 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 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 ofthis Agreement. 13. 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. 14. 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. 15. 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, 5 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. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms ofthis 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 ofthis Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. PATRICIA E. HEALY Clerk of the Council CITY OF SANTA ANA M~ DAVIDN. REAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney B~.,c{Cc~[ ()Ol2/ Laura Sheedy / Assistant City Attorney CRON & ASSOCIATES TRANSCRIPTION, INC. RECOMMENDED FOR APPROVAL: t{A,clj C- ~-- MARC MARTIN Fire Chief ~v( '?/; C ~~ CRIS CRON President Tax ID# .33-090({ 0'12- 6 EXHIBIT A SCOPE OF SERVICES 7 eron & Associates Transcription, Inc. DESCRIPTION OF SERVICES A. Tailored Services Cron transcription can transcribe cassettes, CD, Videotapes, digital files. We can receive W A V files via e-maiL We are also open to any new transcription needs you feel would benefit your agency. B. Work Plan (RetrievaL Deliverv and Trackin2) Cron Transcription transcribes 24/7. We have staff available 24/7 to address any transcription needs. Jobs are dictated with an indication ofthe job priority, based on the priority indicated by the officer. Jobs are transcribed taking into account this priority. We have software that allows us to track the status of jobs at all times. We can immediately see if the job is assigned to a transcriptionist, being worked on, already transcribed or in the ready queue. Our system permits us to prioritize particular jobs ahead of others based on need. C. Turnaround time Our current turnaround time is 36 hours from the time the officer closes his report. We transcribe all reports based upon priority. Reports are delivered as soon as they are completed and proofed by the transcriptionists. D. Security and Confidentiality All of Cron & Associates transcriptionists have been submitted to a polygraph test, filled out a background packet, live scanned with DOJ and have been referred by an already existing contact. All our transcriptionists have also executed a confidentiality agreement acknowledging the confidential nature ofthe work and subjecting them to immediate termination and possible legal action in the event of a breach. Each of our transcriptionists has come to us by personal referral. These referrals are often from the law enforcement agencies we serve. We keep a tight ship with our company. We take pride in our transcription as well as our dedication to all our law enforcement agencies. Our reputation is one built on pride, honesty and the loyalty to our Departments. We retain reports in our system for 30 days (unless requested otherwise) after which the jobs are purged from the system. All jobs are currently sent using a secure server. I feel this is the best way to send jobs. It is a great tracking tool for time and date sent as well as listing all the jobs in numerical order for easy location. E. Work and Oualitv Control Transcriptionists are periodically monitored even after their initial training period to ensure the highest quality work product for our customer. The quality of our work products means everything to us and has created a strong reputation for Cron & Associates in the industry. 3 EXHIBIT A " The system is monitored daily. We keep a close eye on high priority jobs as well how jobs are aging in the queue. We are also able to track addendums so we can match both halves and send the job to you as one completed report. F. Billin2 and Invoicin2 We take great pride in our invoicing system. We track all jobs by each transcriptionists. We have software that counts the lines in each report and logs every job on an itemized billing sheet. All jobs are checked against our system to ensure duplicate jobs are not being charged in the invoice. We keep these logs and will make them available for audit purposes at any time. Billing and trust go hand and hand and we are willing to go the extra mile to make sure we have your trust. Invoicing for our services will be provided on a bi-monthly basis. 4 :;,. , . eron & Associates Transcription, Inc. Priem!! Sheet TranscriDtion of Dictated and Recorded Audio Standard Turnaround In-Custody (expedited) Dictated Reports - (Dictated into Cron Digital System) 4 to 24 hours Rate: $ .17 per line ( seventeen cents) 1 to 3 hours Rate: $ .32 per line (thirty-two cents) Witness Statements - (Dictated or Digital files transferred to Cron Dictation System & Cassette tapes, CDs or e-mailed W A V formats) (Deposition format 25 lines per page, one--inch margins, with speaker identification.) Standard Turnaround 5 working days Rate: $4.00 per page (four dollars) Expedite Turnaround 2 - 4 days Rate: $8.00 per page (eight dollars) Next day Turnaround Rate: $12.00 per page (twelve dollars) English Video 5 working days Rate: $7.50 per page (seven dollars fifty cents) Expedite Turnaround 2 - 4 days Rate: $15.00 per page (fifteen dollars) Next day Turnaround Rate: $22. SOper page (twenty-two dollars fifty cents) Witness Statements - Spanish (Cassette Tapes, CDs or e-mailed W A V formats) (Deposition Format 25 lines per page, one--inch margins, with speaker identification.) Standard Turnaround 5 working days Rate: $15.00 per page (fifteen dollars) Expedite Turnaround 2 - 4 days Rate: $20.00 per page (twenty dollars) Next day Turnaround Rate: $25.00 per page (twenty-five dollars) Spanish Video 5 working days Rate: $30.00 per page (thirty dollars) Expedite Turnaround 2 - 4 days Rate: $45.00 per page (forty-five dollars) Next day Turnaround Rate: $60.00per page (sixty dollars) 5 Cron & Assoc, T ranscripti 7148384274 POLICYHOLDER COPY STATE COMPENSATION INSURANCE '- I=UND P.Q, BOX 420807, SAN FRANCISCO,CA 94142-0B07 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 08-29-2007 GROUP: POLICY NUMBER: 1877500-2007 CERTIFICATE ID: 1 CERTIFICATE EXPIRES: 08-01-2ooa 08-28-2007/08-01-2008 LOS ANGELES COUNTY SHERIFF'S DEPARTMENT SP CONTRACTS UNIT RM 214 4700 W RAMONA 81VD MONTEREY PARK CA 91754-2156 This is to certify tl1at we nave issued a vand \Norkers' Co:r.;:Jensation insurance po-licV in a form a;>;l<oved by the California Insurance Commissioner to the employer named below for the policy period indicated. This POliCY is not subject to cancellation by the Fund except upon 10 days advance written notice to the employer. We wili also give you 10 days advance notice should this pclicy be cancelled prior to its normal expiration. 7h:s certificate of insurance is not an insurance pOlicy and does 10t amend. extend or alter the coverage OI/forded by the pOlicy listed herein. Nctwithstanding any requirement, t<<m or condition of OWly contract or other document with respect to which this certificate of Insurance ma;1 be Issued or to which it may pertain. the insurance afforded by the pOlicy described herein is subject to all too terms. exclusions. and conditions. of such policy. a:::- REPRES,mATI EMPLDYER'S LIABILITY LIMIT INC~UDING ~~~~- PRESiDENT DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #1600 - eReN, CHRIS PRESIDENT - EXCLUDED. ENDORSEMENT #1600 - CRON. LAWRENCE VICE PRESIDENT SECRETARY - EXCLUDED, /. ./ '~;~,~ /,-_/ EMPLOYER .~ CRON & ASSOCIATES TRANSCRIPTIONS. INC 10352 MIRALAGO PLACE NORTH TUSTIN CA 92705 SP I~E\i.1.051 [KAL,CN] 08-29-2007 PRINTED p,2 SP