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HomeMy WebLinkAboutVERITEXT CORPORATION-2016A- 2017 -071 AGREEMENT WITH VERITEX TO PROVIDE LEGAL SUPPORT SERVICES THIS AGREEMENT is made and entered into this tat day of July, 2016 by and between Veritext Corporation, ( "Provider"), and the City of Santa Ana, a charter city and municipal LU � tL � corporation organized and existing under the Constitution and laws of the State of California ('~City„). t-- C/3 U o RECITALS A. The City desires to retain a Provider having special skill and knowledge in the field of providing legal support services including court reporting, transcription, and translation services. B. Provider is in the business of providing legal support services in the form of court reporting, transcription and translation services. C. In undertaking the performance of this Agreement, Provider represents that it is Knowledgeable in this 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 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 Provider shall provide legal support services to the City in the form of court reporting, translation, and transcription services as outlined in the attached Exhibit A and incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay, and Provider 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 Fifty Thousand Dollars, $75,000.00 during the tern of this Agreement. b. The parties recognize that services were provided since August 2016 that inadvertently exceeded the available funds under a previous agreement. The parties acknowledge and agree that this Agreement will cover the outstanding invoices for services rendered by Provider since August 2016. C. Payment shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to accounting procedures. Payment need not he made for work which fails to meet the standards of performance set forth in the Recitals which may be expected by the City. Page t of 8 3. TERM This Agreement shall commence on the date first written above and shall terminate on December 31, 2017, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended by a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Provider shall, during the entire tern of this Agreement, be construed to be an independent Provider 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. 5. 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 Contractor'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, volunteers and representatives as additional insured(s); (b) be primary 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. Page 2 of 8 C. Worker's Compensation Insurance. In accordance with the California 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. (ii) Certificates of insurance shall be furnished 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 cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) 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, consultants, 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 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; 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 Page 3 of 8 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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Provider. 7. 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. 8. 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. 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the 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 copies to: City of Santa Ana Office of the City Attorney 20 Civic Center Plaza, 7 "' Floor (M -29) P.O. Box 1988 Page 4 of 8 Santa Ana, California 92702 Fax: (714) 647-6515 To Provider: Veritext Corporation Nina Kirsch, 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. 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. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Provider regarding the subject matter therein, 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 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 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. 11. 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 Contractors retained by City. 12. 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. 13. NON - DISCRIMINATION Page 5 of 8 Provider shall not discriminate because of race, color, creed, relation, 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 or in connection with any activities under this Agreement. Provider 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 fiuther 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 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. 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 of this Agreement, and shall indemnify City firmly, 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: MARIA D.HUIZAR Clerk of the Council CITY OF SANTA ANA ROBERT C. 0 EZ DEPUTY CITYRMAC,ER� Page 6 of 8 APPROVED AS TO FORM: SONIA R. CARVALHO City Attomey B a, * ag- Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: VERITEXT Name: Ntw4- j4(/l.,j &.1.1 Title: R.VP Page 7 of 8 EXHIBIT "A FEES AND SERVICES Page 8 of 9 Pricing includes original and one certified transcript • Exhibits are scanned, linked and OCR'd (searchable) with every delivery • Complimentary Online Scheduling and Deposition Management through VIP21 • Complimentary Online support to all transcripts and exhibits through VIP21 • 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 $1.65/ page *We do NOT add additional charges to the page rate for videotaping or interpreters 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 DVD disks Digitization of Video Video Services on DVD (not synched) Veritext Virtual (webcam interface) Veritext Virtual (webcam interface) w /Streaming Text Veritext Virtual (webcam interface) w /Exhibits Veritext Virtual (webcam interface) w /Exhibits and Streaming Text Veritext Virtual (webcam interface) Veritext Virtual (webcam interface) w /Streaming Text *Additional phone charges may apply for international calls * *Real -time fees will apply to this service Native Evidence Capture VERITEXT LEGAL SOLUTIONS $195.00 / hour Included Included $175.00 / hour $395.00 / day initial two users $495.00 / day initial two users ** $595.00 / day initial two users $695.00 / day initial two users ** $195.00 / day additional users $295.00 / day additional users ** $650.00 / day Confidential 19/17/2014 1 Page 1 Exhibits Exhibits, black and white (hard copy) $0.30 / page Exhibits, color or oversized Actual cost Exhibits scanned — searchable OCR $0.35 / page XMS (online real -time exhibit management) $295.00 / day plus $0.25 / doc / CD Depo w LEF & SBF month Shipping Shipping and Handling $ 35.00 Production and Processing $ 50.00 Messenger Actual cost Litigation Support and other services Condensed Transcript Complimentary CD Depo (includes ASCII file, E- Transcript PDF, TextMap and digital images of exhibits) $45.00 /transcript CD Depo w/ LEF or SBF $58.00 /transcript CD Depo w LEF & SBF $61.00 / transcript Travel Locally No charge Internationally Cost/ Daily per diem Additional Court Reporter Costs Minimum to Noticing Party $295.00 Non - Appearance Per Diem (2 -hour cancellation policy) $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 Please call for quote Conference Rooms - Veritext locations Complimentary Confidential Proposal. 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 TI LEGAL SOLUTIONS Confidential 19117/2014 1 Page 2 Services Original + One certified transcript Pricing $5.50 / page* Per Diem $450 / day Rough Transcript $1.50 /page Interactive Real -time $1.65 / page *If no transcript is ordered, 75% of the page rate is charged. Next Business Day Delivery Expedited Delivery Litigation Support Condensed Transcript CD Depo (includes ASCII file, E- Transcript PDF, TextMap and digital images of exhibits) Additional Reporter Costs Weekend and Holiday Per Diem Overtime, before 9:00am /after 6:00pm Shipping & Handling Production & Processing 100% of page rate 10% / day Complimentary $45.00 / transcript $300 /day (in addition to regular per diem) $75.00 / hour $35.00 $50.00 Confidential Proposal. 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 13/10/2017 1 Page 1 @ r .-J:. :;s:> 6-2 - / ~-\J- u A-201O-236 INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL DATE: MAR 11 2011 Agreernent between Verizon Wireless and the City of Santa Ana for Wireless Services THIS AGREEMENT. made and entered into this 8th day of February, 2011. by and between Cellco Partnership dba Verizon Wireless, a Delaware general partnership (hereinafter "Verizon"), 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") Reference: The State of California Wireless Contract, hereafter referred to as CWC, contract number: 1 S- 05-58-02. The City of Santa Ana, California, hereafter referred to as the City. RECtT ALS A. Verizon and the State of California entered into that Wireless Services Contract 1 S-05- 58-02, (Link: htto://www.bidsync.com/DPX?ac=aQencycontview&contid=3699) , referred to as the California Wireless Contract (hereinafter .CWC") by which Verizon has offered wireless data services for the State and for participating local agencies; and B. The initial term of the CWC expired on October 2,2010 and the State of California did not extend the term of the cwe, but as further described below, instead entered into a WSCA Participating Addendum to replace the CWC which permits state and local agencies to engage in cooperative purchasing, similar to what they did under the CWC; and C. Verizon has offered to provide wireless data services to the City. on the terms and conditions set forth in the CWC; and D. City has determined that Verizon is the provider that can meet its wireless data requirements and the rates set forth in the CWC are the most competitive rates available to the City. 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 Verizon Wireless will provide to the City those services which the City ordered from Verizan Wireless under the State of California's California Wireless Contract on or before October 02,2010. These serviceS include but are not limited to the followfng: . CWC - broadband wireless access . CWC - wireless voice with text and data services Said services shall be provided on the terms and conditions of the CWC including the scope, equipment, services, and pricing, subject to the following clarification. The CWC was not extended by the State, but the State did execute a new WSCA Participating Addendum to replac:e it, which allows focal agencies, such the City, to continue to place orders for new lines of service under CWC pricing until . It also allows the local agency lines to remain on ewe pricing until September 30, 11, by which time they must transition to a new contract vehicle and pricing, such as WSCA. As a result, the extension of this City agreement is subject to these same terms, and the State f CA WSCA Participating Addendum replaces the CWC as of October 3,2010. The City of Sa a Ana may place orders for new lines of service under cwe pricing through March 31, 2011, but all lines must transition to another eligi8le contract vehicle, such as WSCA, as of Sept moor 30, 2011. If the State and Verizon Wireless enter into any extensions of the dates in the SCA participating1f..d "'ndum, the City will be able to take advantage of such extensions. d/areh 3/, 201/ t' / I 2. Term ( The term of this Agreement shall continue through September 30, 2011. The parties may mutually agree to an extension of this Agreement, provided such extension is in a writing signed by both parties. 3. Compensation Pricing plans will continue as established by Verizon Wireless under the cwe and as subscribed to by the City. Total payments by the City shall not exceed $150,000 during the term of this Agreement; provided, however, City agrees that it is obligated to pay for any goods and services it orders and receives, and if City desires to order goods and services in excess of the amount authorized by this Agreement, the parties shall enter into an amendment to this Agreement to cover such additional expenditure, 4. Contact The contact for the City of Santa Ana is: Tom Gergen Finance and Management Services Information Services Division 20 Civic Center Plaza (M-12) Santa Ana, CA 92701 Fax 714-647-5406 e-mail: taeroen@santa-ana,orQ II II II IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ~ ~ JJ...:m 1 .~--- ~o (/\.. MARlA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: JOSEPH STRAKA Interim City Attorney /' (I, ~:&:~~h~~~~~J? {!y.... Assistant City Attorney CITY OF SANTA ANA _ U/}~ DAVID N. REAM City Manager CELLCO P ARTNERSIDP DBA VERI~QN )VIJ1.EU~SS ,I' I ,..... I / !,' '\1' It , " , /.,- :.)1.,." /' /' ,'(" ..J.", ," .. Il'L{,L~ l""'lt:..-.-,--,-- '_'_'-r+--'~---f--L-----"'-'- T odd Loccisqno Executive Director, Enterprise & Govt Contracts Tax ill # .\3"!2fJH9