HomeMy WebLinkAboutVERITEXT CORPORATION (2)INSURANCE NOT ON FILE
WORK MAY Ndf PROCEED
CLERK OF COUNCIL
DATE:
U: OtyAitor(leq l✓avi '( inlavi) (P)TT
CONSULTANT AGREEMENT
CITY OF SANTA ANA
N-2021-139
THIS AGREEMENT is made and entered into on this 30th day of June, 2021 by and between
Veritext, LLC ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation
organized and existing under the Constitution and laws of the State of California ("City").
RECITALS
A. The City desires to retain a Consultant having special skill and knowledge in the field of
legal support services including court reporting, transcription and translation services
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 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 $50,000. The rates identified in
Exhibit A shall remain unchanged for the initial two-year term. Veritext reserves the
right to modify these rates for the subsequent renewal terms.
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.
Page 1 of 7
3. TERM
This Agreement shall commence on the date first written above for a two (2) year term
with the option for the City to grant up to a two (2) one (1) year renewals, exercisable by a writing
by the City Manager and the City Attorney, unless terminated earlier in accordance with Section
14, 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. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of 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,
and representatives as additional insured(s); (b) be primary and not contributory
with respect to insurance or self-insurance programs maintained by the City; and
(c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
C. Worker's Compensation Insurance. In accordance with the provisions of Section
3700 of the Labor Code, Contractor, 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
Page 2 of 7
insurance with limits not less than $1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. 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 by the City.
iii. Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
iv. Where the amounts or coverage provided by the certificates of insurance
provides coverage greater than those listed by this Agreement, the amounts
provided by the certificates of insurance shall be incorporated by reference
into the Agreement.
V. Consultant shall supply City with a fully executed additional insured
endorsement.
If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not affect
Contractor's right to be paid for its time and materials expended prior to notification
of termination. Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
6. 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 Contractor, 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
Page 3 of 7
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 Contractor'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 Contractor.
7. 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.
8. 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
(3) years from the date of final payment to Consultant under this Agreement.
9. 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.
Page 4 of 7
10. 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.
11. 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.
12. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, 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 Contractor. The parties agree that any
terns or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
13. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
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. Notwithstanding this section,
Contractor shall have the right to subcontract with independent contractors' to serve as translators,
court reporters and videographers pursuant to this Agreement. 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.
14. 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:
Page 5 of 7
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.
15. 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.
16. 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.
17. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
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.
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
Page 6 of 7
Fax: 714- 647-6956
With courtesy copies to:
Sandra Schwarzmann
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax:714-647-6515
To Contractor:
Veritext LLC
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 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.
19. 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. The Agreement is the final and complete agreement and any prior or
contemporaneous agreements for similar services between the patties is superseded
by this Agreement. This shall not apply where the Parties are currently engaged
and Consultant is providing services not contemplated by this Agreement
C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
[Signatures on the following page]
Page 7 of 7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: a
Jose Montoya
Deputy Attorney
RECOMMENDED FOR APPROVAL:
-- Alk�
Sandr Schwarzmaim
Senior Assistant City Attorney
City Attorney's Office
CITY OF SANTA ANA
—!' ",
Kristine Ridge
City Manager
CONSULTANT:
Matthew Spievak
VP Operations
vex,
Page 8 of 7
EXHIBIT A
Customary Reporting Services
• Complimentary Online Scheduling and Deposition Management through MyVeritext
• Complimentary Online support to all transcripts and exhibits through MyVeritext
Transcript Services
Original + One certified transcript
Pricing
$5.50 / page
Appearance Fee
$150.00 / half day ( $300.00 / full day
In -Person Per Diem (if applicable) (cost may vary)
$300 / per day
Rough Transcript
$1.65 / page
Interactive Real-time
$1.95 / page
Videotaped/Expert/Technical Witness Depositions
Additional $0.50 / page per service
Interpreter/Telephonic Depositions
Additional $75 half day 1 $150 full day per service
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, digitizing to MPEG-4, synchronizing of
the videotape to the transcript and client viewing copy.
Video Services
Video Services including synchronization
Video — Media & Cloud services
Video — Electronic access
Veritext Virtual 3.0 (remote depo suite)
Veritext Virtual 3.0 w/ streaming text (real-time rates apply)
Concierge Remote Deposition Support
VERITEXT
LEGAL SOLUTIONS
Confidential 1 6/9/2021 1 Page 1 of 2
$210.00 / hour
$12.00 / video hour
$50.00
$295.00 / day
$395.00 / day
$150.00 / hour
Sales Person Name
Title
Address I City, State Zip
Email Address I Phone
Exhibits
Exhibits, black & white $0.55 / page
Exhibits, oversize Actual cost
Exhibit Share (paperless exhibit platform) $395.00 / day per presenting firm
Native Exhibit Capture (mouse movements, keystroke & annotations) $795.00 / day
Veritext Exhibit Package (ACE) $45.00 / depo
Litigation Support and Other Services
Condensed Transcript Complimentary
Litigation Package (includes ASCII file, PDF, Linked PDF,
TextMap and digital images of exhibits) $55.00 / transcript
Litigation Package w/ PTZ, PTX, LEF or SBF $80.00 / transcript
Travel
Locally No charge
Internationally Cost / Daily per diem
Additional Services
Delivery and Handling
$35.00
Messenger
Actualcost
Production & Processing
$50.00
Certificate of Non -Appearance
$425.00
Minimum Transcript Pages to Noticing Party
$495.00
Weekend and Holiday Per Diem
$400 / half day 1 $800 / full day
Overtime, before 9:00am/after 6:00pm
$95.00 / hour
Conference Rooms - Veritext locations
$150.00 / day
Court/Trial/Arbitration
Call for quote
Cancellation
Cancellation — Reporter & Videographer $395.00 / per service
Cancellation — Veritext Virtual 3.0 (remote depo suite) $125.00
Cancellation — Remote Services combined (Veritext Virtual & Exhibit Share) $250.00
Cancellation — Concierge Remote Support $300.00
***please note fees apply to EACH service canceled after 4pm prior business day***
Confidential Proposal. These rates are valid as of the date provided — Veritext reserves the right to modify these rates. Please note that other
charges may apply. A late cancellation fee will be charged for cancellation of services after 4PM the previous business day. A late
scheduling fee may apply to anything scheduled later than 2PM the previous business day. Minimums and additional charges apply for most
services. Please call far a quote on specialized services or requests. Veritext does not authorize the release or distribution of these rates to any
law firm, court reporting agency or litigation support services entities.
VERITEXT
LEGAL SOLUTIONS
Confidential 1 6/9/2021 1 Page 2 of 2
Sales Person Name
Title
Address I City, State Zip
Email Address I Phone
Customary Trial & Hearing Services
• Complimentary online scheduling and transcript management through MyVeritext
• Complimentary Online support to all transcripts through MyVeritext
Services
Pricing
Court Reporter, Trial Per Diem
$1,390.00 / full day
$695.00 / half day
(When same or next day final
transcript is requested, add $500)
Court Reporter, Hearing Per Diem
$425.00 / 2 hours or less
In -Person Per Diem (if applicable) (cost may vary)
$300 / per day
Transcript/Original + One (Standard Delivery)
$2.33 / page*
Transcript Copies (includes email & hard copy)
$1.05 / page*
Expedited Transcript
$4.50 / page*
Real-time connection (per party) w/final transcript
$1.95 / page**
Rough Transcript (per party) w/final transcript
$1.65 / page**
Trial/Hearing Support Package (includes TXT, PTX and
$10.00
PDF transcript formats)
Remote Trial Sessions
$295/day, unlimited connections,
all parties
Court Call (if Veritext schedules)
$125.00 / call
Exhibit Share
$395 /day, per presenting firm
Concierge —Technical Support
$150.00/hour, includes break-out
rooms
*Subject to any statutory changes.
**If no transcript is ordered at the time of the proceedings, the real-time and/or rough fees will be
charged at $3.25 per page plus applicable per diem.
Confidential Proposal. These rates are valid as of the date provided — Veritext reserves the right to modify
these rates. Please note that other charges may apply. A late cancellation fee will be charged far cancellation
of services after 4PM the previous business day. A late scheduling fee may apply to anything scheduled later
than 2PM the previous business day. Minimums and additional charges apply for most services along with
delivery and processing. Please call for a quote on specialized services or requests. Veritext does not authorize
the release or distribution of these rates to any law firm, court reporting agency or litigation support services
VeERITEXT
LEGAL SOLUTIONS
Sales Person Name
Title
Address I City, State Zip
Email Address I Phone
Confidential 1 6/9/2021 1 Page 1 of 1
Ejhjubmmz!tjhofe!cz!
Gsbodjof!S/!
Gsbodjof!S/!Wjmmbsfbm!
Ebuf;!3133/12/2:!
Wjmmbsfbm
23;58;21!.19(11(
&'()*++,&&,----.
!#,##,$!$$
+/01%2%+31/$42$5%36%5%17$%.8903.+/
1%8$+/01%2%+31/$%8$%889/>$38$3$:311/0$42$%.240:31%4.$4.57$3.>$+4.2/08$.4$0%I18$9;4.$1/$+/01%2%+31/$45>/0H$1%8$
+/01%2%+31/$>4/8$.41$322%0:31%K/57$40$./I31%K/57$3:/.>?$/O1/.>$40$351/0$1/$+4K/03I/$32240>/>$67$1/$;45%+%/8$
6/54JH$1%8$+/01%2%+31/$42$%.8903.+/$>4/8$.41$+4.81%191/$3$+4.103+1$6/1J//.$1/$%889%.I$%.890/0B8C?$39140%P/>$
0/;0/8/.131%K/$40$;04>9+/0?$3.>$1/$+/01%2%+31/$45>/0H
%:;4013.1*$%)$'<"$,"#'()(,-'"$< !"#$(=$-&$3>>%1%4.35$%.890/>?$'<"$@ (,AB("=C$DE='$<-F"$3>>%1%4.35$%.890/>$@#F(=(&=$#$G"$"&!#="!H$
%)$89604I31%4.$%8$J3%K/>?$=EGL",'$'$$$'<"$'"#D=$-&!$,&!('(&=$)$'<"$@ (,A?$,"#'-(&$@ (,("=$D-A$#"ME(#"$-&$"&!#="D"&'H$3$='-'"D"&'$&$
'<(=$,"#'()(,-'"$!"=$&'$,&)"#$#(N<'=$'$'<"$,"#'()(,-'"$< !"#$(&$ ("E$)$=E,<$"&!#="D"&'B=CH
+4.13+1
;04>9+/0
.3:/*
!"#$%!& $'() *+!,+(-#*+$!.+$/0!& *1
;4./
23O
?:@@A!7:BCD=77?:;;A!B@BC;=;8
B3Q+H$.H$/R'C*
B3Q+H$.HC*
,) !2() *#$*!3!455#*+
/S:3%5
678!9)(%+/!,/(++/
!"#$%!"&'()("#$*$
3>>0/88*
,'#/+!7:;;
,) !2() *#$*!3!<6=;8!>,!
%.890/0B8C$32240>%.I$+4K/03I/.3%+$T
%.890/>
%.890/0$3*E(+)/!F(/G+( !& $'() *+!317;B;B
QR!RK310!& *1
%.890/0$6*H)*#5#*!IJKLM+($!& $!377D6:
%.890/0$+*2+N+()L!& $'() *+!3JK) M7;7:=
7<;!.+$/!9' /!HL+)$) /!-+ '+
,'#/+!B7;;
%.890/0$>*& N#) !O)(P(!& $'() *+!3JK) MB@<6;
S#-# T$/ !FU!;D;B<C7D@=!>,!
%.890/0$/*
%.890/0$2*
!!"#$%""
+4K/03I/8+/01%2%+31/$.9:6/0*0/K%8%4.$.9:6/0*
(/0101(23)4(05-(/'((/)627030)12508194'83)701()&:)72;/'<):))80119)&(2(/)08194)&8'+)&':2<)524(/)62703-6)402&
08&03'()&=82(;0(/1('8&08>'8-4)?904)+)8(@()4+24328&0(02825'8-328(4'3(242(/)4&239+)8(;0(/4)16)3((2;/03/(/01
3)4(0503'()+'-:)0119)&24+'-6)4('08@(/)08194'83)'5524&)&:-(/)627030)1&)1340:)&/)4)080119:A)3((2'77(/)()4+1@
5(D('=$=<U&$-#"$-=$#"ME"='"!
%.80$3>>5$8960;45%+7$/22$;45%+7$/O;$
$17;/$42$%.8903.+/;45%+7$.9:6/0$5%:%18
510%.8>JK>B::Q>>Q7777CB::Q>>Q7777C
3
;:W;=W7;7=;:W;=W7;77
B@;8@@@7
+4::/0+%35$I/./035$5%36%5%17
)'3/233944)83)
J V=0;;;0;;;
&'+'>)(24)8()&
37'0+1B+'&)23394 V=0;;;0;;;
J
64)+01)1*)CDEEFGGHIEH.
+)&)J6*'IKDIHLHGMDI.
V=;0;;;
6)4128'7N'&<08A94-
V=0;;;0;;;
>)8)4'7'>>4)>'()
V70;;;0;;;
>)8O7'>>4)>'()70+0('6670)16)4P
642B
J 62703-723
642&93(1B32+6,26'>>
V70;;;0;;;
A)3(
2(/)4P
!!"#$%""
32+:08)&108>7)70+0(
3;:W;=W7;7=;:W;=W7;77
DB@;C<:C@D
3914:46%5/$5%36%5%17
V=0;;;0;;;
*)CCEEQRHIS.
:2&07-08A94-*6HGLHGMDI.
'8-'9(2
13/)&97)&
:2&07-08A94-*6HGCEEQRHIS.
2;8)&
'9(21
'9(21287-
6426)4(-&'+'>)
828B2;8)&
/04)&'9(21
*6HGCEEQRHIS.
J
J
'9(21287-
287-
+"#'()(,-'"$.$*
+;:W;=W7;7=;:W;=W7;77
D<::D667
)'3/233944)83)
V7;0;;;0;;;
9:60/553$5%36
J
J23394
'>>4)>'()
V7;0;;;0;;;
/O+/88$5%36 37'0+1B+'&)
&)&
4)()8(028
J40V/08$+4:;/.831%4.$3.>$
6)41('(9()
6;:W;=W7;7=;:W;=W7;77
2(/B
D=D6<@7:
J
)4
/:;547/08W$5%36%5%17
7$Q$.
)=7=)'3/'330&)8(
'8-642640)(24,6'4(8)4,
V=0;;;0;;;
8
.$Q$3
)J)39(0<)25503)4,+)+:)4
B:-&!-'#A$(&$.C)=7=&01)'1)B)')+672-))
V=0;;;0;;;
0TKHM@RHMEGQUHFIRHG
)=7=&01)'1)B62703-70+0(
&)13406(0282526)4'(0281UHVDW
V=0;;;0;;;
>
9RH<;B<=B7;7;:W;=W7;7=;:W;=W7;77 V70;;;0;;;
IX4C9HSCH(#J)(MTT(+T)/+!S#J#/
3L)#J$!9)N+
,&"!)KKL#+$!K+(!KL#*M!/+(J$!X!* N#/# $
>/8+0%;1%4.$42$4;/031%4.8$Q$54+31%4.8$Q$K/%+5/8$B3+40>$XYX?$3!!('(&- $0"D-#Z=$8,<"!E "?$D-A$G"$-''-,<"!$()$D#"$=@-,"$(=$#"ME(#"!C
3MP+(!*-+()T+!#$!# *L'N+N!# !/G+!IX4!L# +!5!P'$# +$$1!!3#/M!5!,) /)! )0!55#*+($0!)T+ /$0!+JKLM++$!) N!-L' /++($!)(+!
# *L'N+N!)$!NN#/# )L!& $'(+N!# !)**(N) *+!Y#/G!/G+!KL#*M!K(-#$# $!5!/G+!E+ +()L!S#)P#L#/M!) N!'/JP#L+!S#)P#L#/M!
KL#*#+$1!!E+ +()L!S#)P#L#/M!) N!'/JP#L+!S#)P#L#/M!KL#*#+$!+-#N+ *+N!G+(+# !)(+!H(#J)(M!) N!F C3 /(#P'/(M!/!/G+(!
# $'() *+!)-)#L)PL+!/!NN#/# )L!& $'(+N0!P'/! LM!# !)**(N) *+!Y#/G!/G+!KL#*MZ$!K(-#$# $1
+/01%2%+31/$45>/0+3.+/5531%4.
8495>$3.7$42$1/$364K/$>/8+0%6/>$;45%+%/8$6/$+3.+/55/>$6/240/$1/$/O;%031%4.$
>31/$1/0/42?$.41%+/$J%55$6/$>/5%K/0/>$%.3++40>3.+/$J%1$1/$;45%+7$;04K%8%4.8H
3#/M!5!,) /)! )
39140%P/>$0/;0/8/.131%K/
"#$%!9) )T+J+ /!\[#-#$#
7;!3#-#*!3+ /+(!HL)\\)
,) /)! )!3!<7D;7!>,!
! ! "##!!! ! $"##$##$!% $# %!$ "!#!"$%!!% $"!#!%!!!!%" #" $%$###" % %! #%$$%#"% $$# ""!#$#%%"# %%"%$#%
&$#%# !!#"# %%!!!"! % !$!%%$$%#% $!!!$$%%%"%!$!!$%%$ %#$!%$$$$ %"%!%!!!%$%%$"$!$!!$%%% $#%$!!!%%$$$#%!$!!#
! $$#! ##"
_X`aaS\[YX\\$3+40>$+40;4031%4.H$3 $#(N<'=$#"="#F"!
3+40>$\[\\$B\[YX\]QY^C
1<"$3+40>$&-D"$-&!$ N$-#"$#"N(='"#"!$D-#Z=$)$3+40>
LiabilityInsurance
Endorsement
PolicyPeriod AUGUST1,2021TOAUGUST1,2022
EffectiveDate AUGUST1,2021
PolicyNumber 3605-66-62STL
Insured VTTOPCO,INC.
NameofCompany GREATNORTHERNINSURANCECOMPANY
DateIssued AUGUST 19,2021
ThisEndorsementappliestothefollowingforms:
GENERAL LIABILITY
UnderWho Is AnInsured,thefollowingprovisionisadded.
WhoIsAnInsured
PersonsororganizationsshownintheScheduleareinsureds;buttheyareinsuredsonlyifyouare
AdditionalInsured-
obligatedpursuanttoacontractoragreementtoprovidethemwithsuchinsuranceasisaffordedby
ScheduledPerson
thispolicy.
OrOrganization
However,thepersonororganizationisaninsuredonly:
ifandthenonlytotheextentthepersonororganizationisdescribedintheSchedule;
totheextentsuchcontractoragreementrequiresthepersonororganizationtobeafforded
statusasaninsured;
foractivitiesthatdidnotoccur,inwholeorinpart,beforetheexecutionofthecontractor
agreement;and
withrespecttodamages,loss,costorexpenseforinjuryordamagetowhichthisinsurance
applies.
Nopersonororganizationisaninsuredunderthisprovision:
thatismorespecificallyidentifiedunderanyotherprovisionoftheWhoIsAnInsured
section(regardlessofanylimitationapplicablethereto).
withrespecttoanyassumptionofliability(ofanotherpersonororganization)bythemina
contractoragreement.Thislimitationdoesnotapplytotheliabilityfordamages,loss,costor
expenseforinjuryordamage,towhichthisinsuranceapplies,thatthepersonororganization
wouldhaveintheabsenceofsuchcontractoragreement.
LiabilityInsurance
AdditionalInsured-ScheduledPersonOrOrganizationcontinued
Form80-02-2367(Rev.5-07)Page 1
Endorsement
LiabilityEndorsement
(continued)
UnderConditions,thefollowingprovisionisadded totheconditiontitledOtherInsurance.
Conditions
If youareobligated,pursuanttoacontractoragreement,toprovidethepersonororganization
OtherInsurance-
shownintheSchedulewithprimaryinsurancesuchasisaffordedbythispolicy,theninsuchcase
Primary,Noncontributory
thisinsuranceisprimaryandwewillnotseekcontributionfrominsuranceavailabletosuchperson
Insurance-Scheduled
ororganization.
PersonOrOrganization
Schedule
Personsororganizationsthatyouareobligated,pursuanttoacontractoragreement,toprovidewith
suchinsuranceasisaffordedbythispolicy.
Allothertermsand conditions remainunchanged.
Authorized Representative
LiabilityInsurance
lastpage
AdditionalInsured-ScheduledPersonOrOrganization
Form 80-02-2367(Rev.5-07)Page 2
Endorsement
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICYWC 00 03 13
(Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. (This agreement applies only to
the extent that you perform work under a written contract that requires you to obtain this agreement from us.)
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Schedule
Any person or organization against whom you have agreed to
waive your right of recovery in a written contract, provided
such contract was executed prior to the date of loss.
For policies or exposure in Missouri:
Any person or organization for which the employer has agreed by written contract, executed prior to loss,
may execute a waiver of subrogation. However, for purposes of work performed by the employer in
Missouri, this waiver of subrogation does not apply to any construction group of classifications as
designated by the waiver of right to recover from others (subrogation) rule in our manual.
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective
Policy No.
Endorsement No.
Insured
Premium
Insurance Company
Countersigned By
WC 00 03 13
(Ed. 4-84)
1983 National Council on Compensation Insurance.