HomeMy WebLinkAboutVERITEXT CORPORATION (3)INSURANCE NJT ON FILE A-2022-173
WORK MAY NOT PROCEED
CLERK OF COUNCIL
DATE:
AGREEMENT WITH VERITEXT LLC TO PROVIDE
}(RCIAri �tY�di�e ��AU�1 COURT REPORTING AND TRANSCRIPTION SERVICES
THIS AGREEMENT is made and entered into on this Oh day of September, 2022 by and
nr between Veritext, LLC, a Delaware limited liability company registered to do business in
NCalifornia ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation
M organized and existing under the Constitution and laws of the State of California ("City").
0
cL RECITALS
ULJ
cra A. The City desires to retain a Consultant having special skill and knowledge in the field of
providing court reporting and transcription services for administrative hearings including
but not limited to Personnel Board hearings.
B. Consultant represents that Consultant is able and willing to provide such services to the
City and has provided services to the City related to current engagement with separate City
departments.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in Exhibit A, attached hereto and
incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified in Exhibit A. The total amount to be expended
during the term of this Agreement shall not exceed $150,000.
b. The City agrees to compensate Consultant for services provided since October 1, 2021,
including, but not limited to, the invoices referenced in Exhibit B. Consultant agrees
to provide City with all invoices for services rendered by Consultant, prior to the
effective date above, by September 30, 2022.
c. 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 that fails to meet the standards of performance set forth in
Page i of 9
the Recitals that may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above until June 30, 2024,
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
Consultant shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property, which may arise from or in connection with
the performance of the work hereunder and the results of that work by the Consultant, its agents,
representatives, employees or subcontractors.
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an "occurrence" basis, including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less than
$2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate
limit shall apply separately to this project/location (ISO CG 25 03 05 09 or 25 04 05 09)
or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if
Consultant has no owned autos, covering hired, (Code 8) and non -owned autos (Code 9),
with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: as required by the State of California, with Statutory Limits,
and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for
bodily injury or disease.
If the Consultant maintains broader coverage and/or higher limits than the minimums shown
above, the City requires and shall be entitled to the broader coverage and/or higher limits
maintained by the Consultant.
Page 2 of 9
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional
insureds on the CGL policy with respect to liability arising out of work or operations performed
by or on behalf of the Consultant including materials, parts or equipment furnished in connection
with such work or operations. General liability coverage can be provided in the form of an
endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 1185 or both
CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this contract, the Consultant's insurance coverage shall be primary
insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers,
officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall
not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except
with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation, which any insurer of said
Consultant may acquire against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City has received a waiver
of subrogation endorsement from the insurer.
Self -Insured Retentions
Self -insured retentions must be declared to and approved by the City. The City may require the
Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses
and related investigations, claim administration, and defense expenses within the retention. The
policy language shall provide, or be endorsed to provide, that the self -insured retention may be
satisfied by either the named insured or City.
Acceptability oflnsurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current
A.M. Best's rating of no less than A: VII, unless otherwise acceptable to the City.
Claims Made Policies
If any of the required policies provide claims -made coverage:
1. The Retroactive Date must be shown, and must be before the date of the contract or the
beginning of contract work.
Page 3 of 9
2. Insurance must be maintained and evidence of insurance must be provided for at least five
(5) years after completion of the contract of work.
3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy
fora: with a Retroactive Date prior to the contract effective date, the Consultant must
purchase "extended reporting" coverage for a minimum of five (5) years after completion
of work.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies
of the applicable policy language effecting coverage required by this clause. All certificates and
endorsements are to be received and approved by the City before work commences. However,
failure to obtain the required documents prior to the work beginning shall not waive the
Consultant's obligation to provide them. The City reserves the right to require complete, certified
copies of all required insurance policies, including endorsements required by these specifications,
at any time.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the
risk, prior experience, insurer, coverage, or other special circumstances.
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
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.
Page 4 of 9
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.
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.
Page 5 of 9
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
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
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:
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.
Page 6 of 9
b. Payment need not be made for work that 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
Fax: 714- 647-6956
Page 7 of 9
With courtesy copies to:
Executive Director, Human Resources
Department
City of Santa Ana
20 Civic Center Plaza (M-24)
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- I801
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. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
C. The Parties agree that this Agreement may be signed electronically and in
counterparts via email, fax or electronic transmission. All counterparts will be
compiled into one Agreement and that Agreement will operate as the original
Agreement.
[Signatures on the following page]
Page 8 of 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST: �.
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: -X a. K.�.yy,.rv_
Laura A. Rossini
Chief Assistant Attorney
RECOMMENDED FOR APPROVAL:
son Motsick
Executive Director,
Human Resources Department
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONSULTANT:
By. Ma1�1ne� SPieU0.1{
Title: VerO�-ioAS—CPS
Page 9 of 9
Services
Original + Two certified transcripts
Pricing
$5.75 / page per party*
Original + One certified transcript
$7.50 / page*
Attendance Fee Per Diem
$1,250 full day **
Rough Transcript
$1.95 / page
Interactive Real-time
$2.10/ page
nu ivuLcnirvu ungmai transcript ordered — /t,%of the 0&1 plus appearance fee.
**Additional costs may apply for in -person and hybrid proceedings.
**This can be split between two parties.
Next Business Day Delivery 110% of page rate, Expedited Delivery 10%/ business day
Standard Delivery (Approximately 10-15 business days)
Litigation Support
Condensed Transcript Complimentary
Litigation Package (includes ASCII, PDF, Linked PDF, TextMap & digital) $55.00 / transcript - $80 with LEF/SBF files
Additional Court Reporter Costs
eDelivery & Handling
Production & Processing
MyVeritext Client Portal
Cancellation — (after 4pm previous business day)
Remote Arbitration Session
Concierge Remote Deposition Support (two-hour minimum)
Exhibit Share (paperless exhibit platform)
Weekend and Holiday Per Diem
Overtime, before 9:OOam/after 6:OOpm, and waiting time
Conference Rooms - Veritext locations
$35.00
$50.00
Complimentary
Above per diem applies
$295 / per day
$175.00 / hour (includes breakout rooms)
$425.00 / day per presenting firm
$500 / half day 1 $1,000 / full day
$115.00 / hour
$150.00 / 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 ALL 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 low
firm, court reporting agency or litigation support services entities.
VERITEXT
Ill LEGAL SOLUTIONS
Paul Hilts
Account Executive
philts@veritext.com
Confidential 1 9/2/2022 1 Page 1 of 1
Exhibit B
Veritext, LLC
California Region
Bill To: Lori Schnaider Recording Secretary
City of Santa Ana
20 Civic Center Plaza
7th Floor
Santa Ana CA 92701
VERITEXT
LEGAL SOLUTIONS
Remit To: Veritext
P.O. Box 71303
Chicago IL 60694-1303
Statement of Account
For questions regarding this statement please contact Marie Vernon at 1-800-955-2421 or finance@veritext.com
statement Date: 6/4/2022 Total Balance Due: $15,093.48
Invoice #
Invoice Date
Job #
Job Date
Caption
Contact
Type
Aged
Balance Due
5377772
11/9/2021
4859956
10/27/2021
City Of Santa Ana Personnel
Lori Schneider Recording
Board Hearings v
Secretary
0
207
$1,349.52
5444197
12/8/2021
4859960
12/1/2021
City Of Santa Ana Personnel
Lori Schneider Recording
Board Hearings v
Secretary
0
178
$1,979.92
5444198
12/8/2021
4859961
12/2/2021
City Of Santa Ana Personnel
Lori Schneider Recording
0
Board Hearings v
Secretary
178
$2.420.17
5507754
1/11/2022
5020504
1/10/2022
City of Santa Ana Personnel
Lori Schneider Recording
O
144
Board Hearings v
Secretary
$419.80
5642622
3/15/2022
5020519
3/2/2022
City Of Santa Ana Personnel
Lori Schnaider Recording
Board Hearings v
Secretary
O
81
$2,450.41
5650976
3/17/2022
5020522
3/7/2022
City Of Santa Ana Personnel
Lori Schneider Recording
0
Board Hearings v
Secretary
78
$2,486.22
5665036
3/23/2022
5121598
3/14/2022
City Of Santa Ana Personnel
Lori Schnaider Recording
Board Hearings v
Secretary
O
73
$2,471.89
5766022
5/9/2022
5121603
4/27/2022
City Of Santa Ana Personnel
Lori Schnaider Recording
p
Board Hearings v
Secretary
26
$1,515.55
Total:
$15,093.48
Current
31-60 Days
61-90 Days
> 90 Days
Total
$1,515.55
$0.00
$7,408.52
$616941
$15 093 48
Please Remit Payment To: Veritext Page 1 of 1
P.O. Box 71303
Chicago IL 60694-1303
Fed. Tax ID: 20-3132569 Visa, Mastercard & American Express Accepted
TERMS: Payable upon ncelpL Accounts 30 days put tlue Mtl hard flmnro ch.N. o! i.5%p, mon.h. G¢ounb unpaid aflrt 90 usye epos m pay all coNdbn cwle. Indutlln, naeomp. atlemey'e pec. Contact us to
NOTICE OF COMPLIANCE
Contractor
Veritext
Name:
Project
TBD (11)
Number:
Project Agreement With Veritext LLC To Provide Court Reporting And
Name: Transcription Services
The Certificate of Insurance (COI) submitted indicates that the coverages are in
compliance with the insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
POLICY EXPIRATION
TYPE OF INSURANCE COI DATE FILE NAME
NUMBER DATE
City of Santa Ana-
AUTOMOBILE LIABILITY 73609867 08/01/2023 08/05/2022
570094836090.pdf
City of Santa Ana
GENERAL LIABILITY 36056662 08/01/2023 09/12/2022
3.pdf
WORKERS COMPENSATION AND City of Santa Ana-
71749628 08/01/2023 08/05/2022
EMPLOYERS' LIABILITY 570094836309.pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
9/13/2022 12:55 PM
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
VT TopCo., Inc.
Name:
Project
A-2022-173
Number:
Project Agreement With Veritext LLC To Provide Court Reporting And
Name: Transcription Services
The Certificate of Insurance (COI) submitted indicates that the coverages are in
compliance with the insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF EXPIRATIOCOI
POLICY NUMBER FILE NAME
INSURANCE N DATE DATE
AUTOMOBILE 08/03/202City of Santa
73609867NJ 08/01/2024
LIABILITY 3 Ana.pdf
cert_NYC_City of
GENERAL 08/09/202Santa
36056662 08/01/2024
LIABILITY 3 Ana_11602454_4.pd
f
WORKERS
COMPENSATIO
INKSLAMAN41MEMNIVIDM08/03/202City of Santa
N AND 08/01/2024
T 3 Ana.pdf
EMPLOYERS'
LIABILITY
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
12/18/2023 4:42 PM