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HomeMy WebLinkAboutC2017-040 - 2/21/2017 - Approved $Z.81 737 A ID VA LA C E D DISCOVERY Statement of Work for: City of Corpus Christi Date February 16,2017 Project Name Graham vs Corpus Christi Client Matter Number TBD Submitted by Paul Kelley Vice President Business Development 1430 Broadway,Suite 905 New York, NY 10018 646.542.1707 Paul.Kelley@advanceddiscovery.com 2017-040 2/21/17 M2017-031 Advanced Discovery INDEXED • ADVANCED DISCOVER V Contacts Project/Billing Contact A copy of all invoices will also be sent to: Veronica Ocanas Paul Catalano Assistant City Attorney Counsel City of Corpus Christi Coats Rose LLP 1201 Leopard St 3 Greenway Plaza Corpus Christi,TX 78401-2120 Houston,TX 77046 361.288.0530 713.653.7369 Veronica0@cctexas.com Pcatalano@coatsrose.com Scope of Work Based on the information provided on 9/13/2016, Client requests Advanced Discovery assist with processing, review, production, and hosting services. We anticipate that the project will entail the native processing of approximately 250GB of data collected by the client. In addition, 100GB of data will be coming to Advanced Discovery as third party production documents,which will be loaded into the same workspace. Both data sets will be reviewed in Relativity,which will be hosted by Advanced Discovery. In the following section,we have provided pricing and an estimate for fees yet to be incurred as well as a Managed Review addendum. Pricing Service Unit Unit Price CONSULTING and FORENSICS SERVICES Project Scoping Hour $300 Onsite/Remote Data Collection Hour $300 Consulting Services Hour $300 Forensic Analysis Hour $300 Investigative Work, Data Recovery,etc. PROCESSING/REVIEW SERVICES Data Filtering and Reduction GB $25 De-duplication, data ingestion,indexing,deNlSTing,keyword filtering, extension exclusion and/or file type filtering and date range filtering. Native File Processing GB $175 Processing and export of metadata,text and native file links. Includes de-duplication if not proceeded by data reduction and filtering.Billed on compressed data size when not preceded by data filtering and reduction. 21 CONFIDENTIAL INFORMATION Contract ID PK_09192016 CoatsRoseLLP-TX GrahamvsCorpusChristi loADVANCE D DISCOVERY Full Processing with Images GB $275 De-duplication,full text and metadata extraction and links to the native files and single-page tiff files.Billed on compressed size when not preceded by data filtering and reduction. Optical Character Recognition(OCR) Document $0.08 Completed on documents without extractable text and image productions/redactions. OCR Foreign Language(FLOCR) Document $0.15 Completed on non-English documents(limit 2 languages)without extractable text and image productions/redactions. Analytics Processing GB $75 Textual near duplication,email threading,conceptual searching, clustering,assisted review and categorization and language identification. Training Services HR $175 Each project includes 1 hour of database training. Additional training services can be arranged at an hourly fee. PRODUCTION SERVICES Selective Image Creation Page $0.04 Post-processing,selective ESI conversion to TIFF image Native File Production Document $0.05 Post Native File Processing export of native files only for production purposes. Electronic Image Endorsement Page $0.01 Bates numbering branding and/or confidential language stamping on TIFF images. RECURRING FEES Project Management Hour $175 Project Management billable time for dedicated client contact throughout project. Includes consultation on workflow,production, and data management. Monthly Hosting—Relativity GB/Month $12 Monthly User Fee—Relativity i User/Month $85 3 I _. CONFIDENTIAL INFORMATION Contract ID PK 09192016 CoatsRoseLLP-TX_GrahamvsCorpusChristi t ' A ID V A N C E ID [DISCOVERY Cost Estimate PROCESSING/REVIEW SERVICES Consulting Services Hour $300 45 $13,500 Database Archiving Hour $175 30 $5,250 Native File Processing GB $175 150 $26,250 PRODUCTION SERVICES Selective Image Creation Page $0.04 600,0001 $24,000 Electronic Image Endorsement Page $0.01 600,000 $6,000 Processing& Production Fees Total: $75,000 RECURRING FEES Project Management Hour $175 — 10 $1,750 Monthly Hosting—Relativity GB/Month $12 200 $2,400 Monthly User Fee—Relativity User/Month $85 20 $1,700 Recurring Fees Total: $5,850 This quote is for estimation purposes and is not a guarantee of cost for services. Quote is based on current information from Client about the project requirements. Actual costs may change once project elements are finalized or negotiated. Cost/Billing Guidelines 1. Data charged on compressed (original)data size is limited to expansion 2 times original size, remaining data over expansion limit is charged per GB at line item price. 2. Media Rates: CD/$25, DVD/$50, Thumb Drive Encrypted/Padlocked/$100, Hard Drive Encrypted/Padlocked—500GB/$250, Hard Drive Encrypted/Padlocked—1TB/$300, Hard Drive Encrypted/Padlocked —2TB/$350 3. Advanced Discovery will always create a master and a working copy of all forensically collected devices. Media charges for both copies will apply. 4. Technical time fees may be assessed for work performed that are unforeseen and/or outside the job item descriptions in this Statement of Work. Such work may include, but not limited to, technical time for data conversions for unconventional data types, special handling of irregular file types, custom field population or customized export formats. All technical time charges are billed hourly at$175 per hour(or equivalent tech time fees listed above) and billed in 15 minute increments. Machine time is not calculated in hourly charge. 'Assumes 30%of data from native file processing will be produced in tiff format and assumes 2,000 documents per GB and 10 pages per document. 4 ! CONFIDENTIAL INFORMATION Contract ID P K_09192016_CoatsRoseLLP-TX_GrahamvsCorpusChristi �} A V A NI C E O 5. For small processing projects under 1GB in size, a minimum processing fee may be assessed. All minimum processing charges are billed hourly at$175 per hour(or equivalent tech time fees listed above)and billed in 15 minute increments. 6. Travel and lodging billed at cost. 7. Travel time billed at$175/Hour. Password Protected Files 1. Advanced Discovery will identify and report on all password protected files. 2. Advanced Discovery will attempt to open password protected files at$25/file/attempt. Files not opened after four hours(computer time)will be marked "uncrackable". 3. Large volumes and/or complex password protected files may be outsourced to an Advanced Discovery partner. Advanced Discovery will not contract any services without the approval of the Client. Relativity Users, Data Storage and Deletion 1. Monthly Storage Fees are calculated by combining the full expanded size of the processed native files that are loaded, image files, database file and indexes. 2. Relativity user licenses and monthly storage fees are calculated on the last day of the month and account for the maximum number of users and data storage in that month. 3. Data,defined as all source data, ingested case data,exported data, SQL databases and any copies or backups of the previous data sets, is subject to deletion without Client approval after 180 days of inactivity(no billable ESI or hosting activity) on the case. 4. A billable event will restart the 180-day period. 5. Data can be kept online after 180 days of inactivity if Advanced Discovery receives notification from the Client and billable GB charges per month are in place. Case Completion and Archive Options 1. Case Deletion: No cost 2. Relativity Archive: Hourly fee at$175/hour(estimate between 5-15 hours) 3. Near-line Archive: $7.00/GB/Month a. Near-line archives are maintained on the Advanced Discovery system but are not available to users. 4. Export of Data: Hourly fee at$175/hour(estimate between 15-35 hours) a. Common load file formats supported. 5I CONFIDENTIAL INFORMATION Contract ID PK_09192016_CoatsRoseLLP-TX_GrahamvsCo rpusCh risti —,� AIDVAN C E ID Service Agreement for: City of Corpus Christi Terms and Conditions This Service Agreement("Agreement") is entered into on February 16,2017, (the"Effective Date"), between City of Corpus Christi ("Client"),with offices located at 1201 Leopard St,Corpus Christi,TX 78401-2120 and Advanced Discovery Inc. ("Advanced Discovery")whose principal place of business is 13915 N. Mopac Expwy., Suite 210,Austin,Texas 78728. Client and Advanced Discovery are collectively referred to as the "Parties". WHEREAS,Advanced Discovery agrees to provide e-Discovery services ("Services")to Client and Client desires to engage Advanced Discovery to provide the Services to Client as described in the attached Statement of Work("SOW"); WHEREAS,Advanced Discovery Services are nonexclusive,and Client may contract with other entities to perform services related to or within the terms of any SOW between the Parties herein; WHEREAS,the Parties agree that Advanced Discovery shall have control and discretion over the means and manner of performance of the Services;the Parties may reach agreement as to the scope,timing and location of projects to be performed by Advanced Discovery. NOW,THEREFORE,for good and valuable consideration,the adequacy and receipt of which is hereby acknowledged, and intending to be legally bound,the Parties agree as follows: I. Compensation and Payment Terms. a. Client shall pay Advanced Discovery as set forth in this Agreement. Fees for this matter will not exceed two hundred and eighty-four thousand seven hundred and thirty-seven dollars ($284,737)unless and until client provides written authorization of additional fees. b. Client agrees to pay the sum of 22 as a retainer before work begins on the matter described in the attached SOW. Advanced Discovery reserves the right to discontinue Services if retainer is not paid within thirty days after work begins. The retainer will not accrue interest while held by Advanced Discovery,and will be applied to the final invoice for the matter. c. Invoices will be sent directly to Client,via email [VeronicaO@cctexas.com and Pcatalano@coatsrose.com]. Payment is due within thirty(30)days of receipt and is not contingent upon the outcome or final resolution of any underlying action.Any invoice that is not paid within thirty(30)days of receipt by Client will be past due and accrue interest at twelve percent(12%) per annum or the maximum rate permitted by applicable law. Advanced Discovery requires that all outstanding fees and expenses incurred be paid before the issuance and delivery of any report, attendance at any deposition or hearing or the rendering of any deposition or trial testimony or other sworn statement/submission. In the 61 CONFIDENTIAL INFORMATION Contract ID PK_09192016 CoatsRoseLLP-TX_GrahamvsCorpusChristi A O V A N C E ID 01 .. CCIVERY event that fees due to Advanced Discovery are not paid after ninety(90)days of the date of the invoice Advanced Discovery may cease providing Services to Client and Client access to any hosted data will be suspended until outstanding invoices to the Client are paid in full,or a payment agreement is entered into between the Parties. d. Advanced Discovery reserves the right to directly contact any third party beneficiaries of the Services, or other responsible parties for payment if invoices are past due for more than thirty(30) days. Such action by Advanced Discovery does not relieve Client of its responsibility for payment of invoices. II. Expenses. a. In addition to the compensation provided for in Section I herein,Client shall reimburse Advanced Discovery for all reasonable and necessary expenses incurred by Advanced Discovery in performing the Services upon Advanced Discovery's submission of proper receipts and documentation as required by Client. III. Term and Termination. a. The term of this Agreement shall commence upon its Effective Date and shall be terminated upon thirty(30)day written notice by either Party,or when all of the Services under the Agreement have been completed,whichever occurs first("Termination Date"). i. Services shall be considered completed when Client executes the Termination of Project form as provided to Client by its Project Manager. b. Relativity user licenses and hosting fees are charged on a monthly basis and will not be pro- rated in the event Services are terminated prior to the end of the calendar month. c. Upon termination of this Agreement by either Party,any and all outstanding, undisputed invoices and expenses incurred pursuant to the terms herein shall be due immediately. In the event of a good faith dispute, any non-disputed amount shall be due immediately. d. Upon termination of this Agreement Advanced Discovery shall immediately deliver to the Client all property in its possession or under its care and control, belonging to the Client, including but not limited to, proprietary information,customer lists,trade secrets, intellectual property,computers,equipment,tools,documents, plans, recordings, software, and all related records or accounting ledgers. Advanced Discovery's obligations in this Sub- Section (c) shall only apply after all outstanding, undisputed invoices and expenses have been paid in full. e. Upon termination of this Agreement Client shall immediately deliver to Advanced Discovery all property in its possession or under its care and control, belonging to Advanced Discovery, including but not limited to, proprietary information,customer lists,trade secrets, intellectual property,computers, equipment,tools, documents, plans, recordings,software, and all related records or accounting ledgers. IV. Privilege Protection. a. The Services performed under this Agreement are intended to, essential to,and may assist in the formation of legal conclusions,opinions, and theories for possible use in litigation; therefore,shall be considered attorney-client privileged and/or considered attorney work product. The attorney-client and/or work product protection intended under this 71 CONFIDENTIAL INFORMATION Contract ID PK 09192016_CoatsRoseLLP-TX_GrahamvsCorpusChristi A 0 V A N C E O Agreement will attach through the agency relationship between Advanced Discovery and Client. b. Notwithstanding the foregoing, Client understands that Advanced Discovery is not a law firm, is not acting as Client's attorney and cannot provide any kind of legal advice, explanation,opinion, or recommendation about possible legal issues.Any use of Advanced Discovery's Services does not create or constitute an attorney-client relationship between Advanced Discovery and Client. V. Trade Secrets and Confidential Information. a. Each Party acknowledges that during the course of this Agreement, it may be provided with information about,and will be brought into close contact with many confidential affairs of the other party, including proprietary information about operational methods,technical processes, business affairs and methods, plans for future development, and other information not readily available to the public.All such information is highly confidential and proprietary. All information collected by Advanced Discovery in connection with this Agreement is hereby designated "Confidential." b. The Receiving Party agrees that it will not make use of any of such confidential matters for its own purposes or the benefit of anyone other than the Disclosing party,other than in accordance with the terms of this Agreement. c. The Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall carefully restrict access to Confidential Information to employees,contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. d. The requirement of confidentiality shall not apply to information that is(a) in the public domain through no wrongful act of the receiving party; (b) rightfully received by the receiving party from a third party who is not bound by a restriction of nondisclosure; (c) is required to be disclosed by applicable rules and regulations of government agencies or judicial bodies; or(d)was already properly in the possession of the receiving party as of the date of the receipt of the information. e. Client,or any of its affiliated companies,shall not solicit for employment or hire any current or future Advanced Discovery employees for a period of twelve (12) months from the Termination Date of this Agreement,without the prior written consent of Advanced Discovery. Notwithstanding the preceding sentence, Client will be free to hire any employee who responds to a general or specific advertisement for employment provided that employee was not in any way solicited or advised to respond to the advertisement. VI. Court Orders. a. Client will provide Advanced Discovery with any and all applicable court orders relating to the Services provided by Advanced Discovery. Advanced Discovery agrees to abide by the terms of any such court orders. b. If Advanced Discovery receives any request for any information that is confidential under this Agreement or under any court order, or if it receives any subpoena or other legal 81 CONFIDENTIAL INFORMATION Contract ID PK 09192016_CoatsRoseLLP-Tx_GrahamvsCorpusChristi goADVANCED G7 1 a C; L::I V Ei 4 request requiring disclosure of such information,Advanced Discovery will immediately notify Client,and will reasonably cooperate with Client to protect the confidentiality of any such information to the full extent permitted by law. VII. License. a. Advanced Discovery grants to Client a non-exclusive, non-transferable license to use Advanced Discovery's software for the purposes set forth in the incorporated Statement of Work. Client may use the software for purposes of receiving the Services from Advanced Discovery in executable format for its own use, and may not translate or modify the licensed programs or incorporate them into other software. Furthermore, Client may not transfer or sublicense the Advanced Discovery's software to any third party, in whole or in part, in any form, whether modified or unmodified. Client's use of Advanced Discovery's Services does not comprise any rights of tenure in any of the licensed software. Client understands and affirms that Advanced Discovery owns all right,title and benefits, including but not limited to exclusive rights, patent,operating secret and all other logical property rights, in and to the licensed software, and any alterations, adjustments or improvements thereof. VIII. Representations and Warranties. a. To the extent any third-party intellectual property is contained in any work product that Advanced Discovery delivers to Client,Advanced Discovery represents and warrants that it has ownership in,or the right to use and license such intellectual property. b. Each Party represents and warrants that it has the full power and authority and is free to enter into this Agreement and to perform its obligations herein;this Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms. IX. Independent Contractor. a. With respect to the Services provided hereunder,Advanced Discovery will at all times be an independent contractor. Advanced Discovery agrees to perform the Services hereunder solely as an independent contractor. Except as otherwise provided in Section IV,the Parties recognize that this Agreement does not create any actual or apparent agency(agency in this section is defined as the authority to act on behalf of the other Party), partnership, franchise,or relationship of employer and employee between the Parties. X. Enforcement. a. The Parties acknowledge that due to the unique nature of the protections and provisions set forth in this Agreement, each will suffer irreparable harm if the other breaches any of said protections or provisions and that monetary damages will be inadequate to compensate the Party for such breach.Therefore, if either Party breaches any of such provisions,the other shall be entitled to injunctive relief, in addition to any other remedies that may be available at law or in equity. Xl. Liability. a. The total aggregate liability of Advanced Discovery to Client for any claim arising out or in connection with its Services shall be strictly limited to the charges paid by Client for the Services that are the subject of any claim made. 91 CONFIDENTIAL INFORMATION Contract ID P K_09192016_CoatsRoseLLP-TX_GrahamvsCorpusCh risti Elo VAN C E b. Absent gross negligence or willful misconduct,Advanced Discovery shall be held harmless and shall not be liable for: (i)a deadline missed due to data provided that is not capable of being processed as contemplated in the SOW;(ii)any loss,liability or damage resulting from the existence of inaccuracies,errors,omissions,computer viruses or other malicious code within deliverables, if such inaccuracies,errors,omissions,computer viruses or other malicious code are due to the nature of the source data provided to Advanced Discovery by Client; (iii)the unavailability of or interruption in the availability of any database or database features beyond the reasonable control of Advanced Discovery;(iv) errors, interruptions,unauthorized access or any breach of internet security caused by Client's actions,or any of Client's agents'actions;(v)disputes arising from any material or data supplied by Client that infringes or allegedly infringes on the proprietary rights of a third party;; (vi) production of privileged material based on Client's direction;(vii) omission of pertinent or relevant data based on Client's direction;and (viii)any and all demands, losses,costs and claims asserted against Advanced Discovery that may arise or result from Services performed by Advanced Discovery as directed by the Client. XII. Insurance. a. Advanced Discovery,at its own expense,shall at all pertinent times during the term of this Agreement and thereafter, possess sufficient insurance coverage to fund its liability and other obligations arising from or related to this Agreement, including commercial general liability,commercial automobile liability, workers compensation, professional liability(errors and omissions, information technology and internet liability,system security and privacy liability,and privacy breach cost) and umbrella coverage. XIII. Service Level Agreement. a. Advanced Discovery provides performance guarantees for both the availability and performance of the online hosted application as well as the Services required to successfully implement Advanced Discovery database hosting services.These Service metrics are contained within the Service Level Agreement("SLA")which is incorporated herein. Click on the following link to view Advanced Discovery's SLA: http://www.advanceddiscovery.com/soc2-service-level-agreement/using the password AD2015. XIV. General Terms. a. Waiver. i. The waiver by either Party of a breach or default of any of the provisions of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach or default of the same or any other provision of this Agreement, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default. b. Severability. i. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable,the remaining provisions or portions shall remain in full force and effect. Furthermore, if the scope of any provision of this 10 CONFIDENTIAL INFORMATION Contract ID PK 09192016 CoatsRoseLLP-TX_GrahamvsCorpusChristi • ..' A Co V A N G E D Agreement is determined to be too broad in any respect whatsoever to permit enforcement to its maximum extent,then such provision shall be enforced to the maximum extent permitted by law. c. Governing Law. i. This Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware,without giving effect to its principles of conflicts of law. d. Arbitration. i. The Parties agree to use reasonable,good faith efforts to attempt to resolve,as promptly as possible,any and all disputes arising from this Agreement. If such disputes cannot be resolved,then the Parties agree to waive trial by jury and agree that the exclusive method for resolution of any dispute shall be by binding arbitration, in accordance with the then- governing rules of the American Arbitration Association and conducted by an arbitrator agreed upon by the Parties. e. Assignment. i. The Parties may not assign,transfer,subcontract or delegate any right or obligation under this Agreement without the prior written consent of the other. f. Notices. i. All notices shall be in writing and deemed effective when received by either(i) registered mail, (ii)certified mail, return receipt requested,or(iii)overnight mail,at the address of the Party to be notified provided in the above in the introductory provision of this Agreement. Either Party may change the address to which notices are to be sent by providing written notice to the other Party as provided for in this section. g. Force Majeure. i. Neither Party shall be liable for delay or failure in the performance of its obligations under this Agreement if such delay or failure is caused by conditions beyond its reasonable control, including but not limited to,fire,flood, inclement weather, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, terrorism,civil commotion,or labor disputes. Each Party shall use reasonable efforts to notify the other party of the occurrence of such an event within three (3) business days of its occurrence. h. Section Headings. i. Section headings are inserted for convenience only and shall not be used in any way to construe the terms of this Agreement. i. Entire Agreement and Amendments. i. It is expressly agreed that this Agreement and the attached SOW represent the entire understanding between the Parties with respect to the subject matter hereof. This Agreement may be modified only by a written amendment signed by authorized representatives of both Parties. ii. Executions and Electronic Signatures.This Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original and all of which taken together will be deemed to constitute one and the same Agreement when a duly 11 CONFIDENTIAL INFORMATION Contract ID PK_09192016 CoatsRoseLLP-TX_GrahamvsCorpusChristi A O V A N c E O i3tSC civt Ric- authorized representative of each Party has signed a counterpart. The Parties may sign and deliver this Agreement by facsimile or electronic(i.e.,.pdf)transmission. Each Party acknowledges that the delivery hereof by facsimile or electronic transmission will have the same force and effect as delivery of original signatures. j. Authority;Actions of Representatives. i. Client and all persons signing for Client below,and Advanced Discovery and all persons signing for Advanced Discovery below,hereby represent that this Agreement has been fully authorized and no further approvals are required.Each Party shall be liable for breach of this Agreement by such Party's representatives. In witness whereof,the Parties hereto have executed this Agreement on the date set forth below. Signatures City of Corpus Christi Advanced Discovery Inc. Name Mar q ) C. eose Michael J. Conner Date _ - 1O 7 02/20/2017 Signature . �1�/ DOCUMENT REVIEW ADDENDUM NEXT PAGE ATTEST RE:ECCA HUERTA CITY SECRETARY ....���U I NUNILLI SECRETA 12 CONFIDENTIAL INFORMATION Contract ID PK_09192016 CoatsRoseLLP-Tx_GrahamvsCorpusChristi Document Review Addendum: Date: February 16, 2017 Client: City of Corpus Christi Project: Graham vs Corpus Christi Contract ID: PK_09192016_CoatsRoseLLP-TX_GrahamvsCorpusChristi Additional Service: Contract document review. Pricing 2 Description Unit Unit Rate Review Attorney—Texas Bar Hour $46 Review Team Lead Hour $75 Review Attorney Manager Hour $125 Review Cost Estimate Assumptions - First Pass Review The below estimated costs assume a weekly 40-hour cap for all review team members to avoid overtime costs.The estimated costs also include computer rental and secure,domain restricted email addresses for each review attorney.The estimate assumes 15 contract attorneys for 8 hours a day and one Team Lead for 8 hours a day to review 116,000 documents. It also assumes one review manager at$125/hour for 5 hours a day. The chart below assumes QC of 10%of the data set or 11,600 documents. The QC will take place in parallel with first level review and will not extend the project. 'Quoted review rates are valid for the next 30 days. 13 I CONFIDENTIAL INFORMATION Contract ID PK 09192016 CoatsRoseLLP-TX GrahamvsCorpusChristi 40 ADVANCED C ISC CVE F? Y Review Cost Estimate Review Platform: Relativity Review Location: Texas Size of Review Dataset: 116,000 Number of Review Attorneys: 15 Review Attorney Hours/Day: 8 Review Attorney Bill Rate per hour: $46 Number of Team Leads: 1 Team Lead Hours/Day: 8 Team Lead Bill Rate per hour: $75 Number of Review Managers: 1 Review Manager Hours/Day: $125 Review Manager Bill Rate per hour: 5 Total Billable Hours/Day(Review 128 Team): Total Billable Hours/Week(Review 640 Team): Docs/Hour(Review Team) 50 Docs/Day(Review Team): 6,400 Docs/Week(Review Team): 32,000 Estimated Days to Complete 20.7 Review: Estimated Weeks to Complete 4.1 Review: Total Cost Per Full Week of Review: $33,725 Estimated Total Cost for the Project: $139,537 This quote is for estimation purposes and is not a guarantee of cost for services. Quote is based on current information from Client about the project requirements. Actual costs may change once project elements are finalized or negotiated. 14 I CONFIDENTIAL INFORMATION Contract ID PK_09192016_CoatsRoseLLP-TX_Graha mvsco rpusChristi doADVANCED r? IEiCCJVEF Y Terms and Conditions Client hereby engages Advanced Discovery to provide document review services,which may include staffing, review project management, and review facilities (the "Services")to Client,subject to the terms and conditions of this Agreement. I. Advanced Discovery's Duties and Responsibilities. a. Advanced Discovery shall have control and discretion over the overall means and manner of performance of the Services hereunder, although the Parties may reach agreement as to the scope,timing and location of projects to be performed by Advanced Discovery. b. This Agreement is nonexclusive, and Client may contract with other entities to perform Services related to this Agreement. c. Temporary staff may include Texas licensed attorneys,JDs or paralegals who are subcontractors, agents or employees of Advanced Discovery("Advanced Staff" or"Staff Member"). Advanced Discovery shall assign Advanced Staff to perform duties under the direction and control of the Client. d. Advanced Discovery shall pay Advanced Staffs'wages,pay and withhold all relevant taxes, and pay workers compensation and unemployment insurance.Advanced Discovery classifies and Client agrees that all Advanced Staff are non-exempt employees.The Parties agree that Advanced Discovery shall therefore bill Client and Client agrees to pay Advanced Staff for overtime in accordance with the laws and regulations of the state in which the Staff work. e. Advanced Discovery will comply with all federal,state,and local employment laws and regulations. f. Advanced Discovery will, at Client's written request and at costs to be agreed upon by Client,conduct criminal history checks as allowed by state law. g. Advanced Discovery will provide Advanced Staff with a safe,suitable workplace and equipment. II. Client's Duties and Responsibilities. a. Client will not request or allow Advanced Staff to offer professional opinions concerning financial audits, certifications or financial statements,SEC filings, or provide legal, management,or financial advice. Advanced Staff are not permitted sign-off authority of any kind. b. All document Review Services provided by Advanced Staff shall be under the direction and supervision of the Client. Client shall be responsible for ensuring that the Services provided meet the Client's requirements. Client agrees that Advanced Discovery is not responsible for the accuracy and correctness of the work product. c. Client agrees that it will not permit Advanced Staff to have access to unattended premises, or the care,custody or control of cash, checks,credit cards, bank cards,or negotiable instruments. Ill. Compensation and Payment Terms. a. As full and complete compensation for performance of the Review Services and in consideration of the covenants and premises set forth in this Agreement,Client shall pay Advanced Discovery as set forth in the weekly Advanced Discovery time sheets reflecting the hours worked by Advanced Staff which shall be approved by Client. 15 CONFIDENTIAL INFORMATION Contract ID PK 09192016_CoatsRoseLLP-TX_GrahamvsCorpusChristi ADVAN C E O b. All invoices shall be due upon receipt by Client. Any invoice that is not paid within thirty(30) days of its due date will accrue interest at twelve percent (12%) per annum or the maximum rate permitted by applicable law. Advanced Discovery reserves the right to cease provision of Services if any invoice is more than 30 days past due. c. If Client is not satisfied with the work of an Advanced Staff Member, Client will not be billed for the first two hours of Staff Member's work, and a replacement Staff Member will be provided. d. In addition to the Fees provided herein, Client shall reimburse Advanced Discovery for all reasonable and necessary expenses incurred by Advanced Discovery in performing the Services upon Advanced Discovery's submission of proper vouchers and documentation as required by Client. IV. Independent Contractor Relationship a. Advanced Discovery agrees to perform the Services hereunder solely as an independent contractor. The Parties recognize that this Agreement does not create any actual or apparent agency, partnership,franchise, or relationship of employer and employee between the Parties. Reviewers assigned to the project are employees of Advanced Discovery and not the Client. V. Hiring of Advanced Staff Members a. Client will not hire any Advanced Staff assigned to Client during the term of this Agreement and for a period of twelve months following the Staff Member's last day of work with the Client. In the event Client hires an Advanced Staff Member within twelve months following the last day of work with the Client, Client will pay to Advanced Discovery twenty percent (20%) of Advanced Staff Member's first year salary. Incorporation of Master Service Agreement Sections Terms of the Master Service Agreement (SOW dated January 24, 2017) regarding Term and Termination, Privilege Protection,Trade Secrets and Confidential Information, License, Representations and Warranties, Indemnification, Enforcement, Liability, Insurance, and General Terms are adopted by reference and fully incorporated into this Addendum. 16 CONFIDENTIAL INFORMATION Contract ID PK 09192016_CoatsRoseLLP-Tx_GrahamvsCorpusChristi A0VAN C E O In witness whereof,the Parties hereto have executed this Agreement Addendum on the date set forth below. Signatures City of Corpus Christi Advanced Discovery Inc. MATT' C r Rte, Michael J. Conner Name Name 2, 2.4. 17 02/20/2017 Date Date q2 Sign Sign END OF DOCUMENT 17 CONFIDENTIAL INFORMATION Contract ID PK 09192015_CoatsRoseLLP-TX_GrahamvsCorpusChristi • 111:2 CITY OF CORPUS CHRISTI Corpus City of DISCLOSURE OF INTEREST Chnsti Corpus Christi Code § 2-349, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See next page for Filing Requirements, Certification and Definitions. COMPANY NAME: Advanced Discovery Inc. STREET ADDRESS: 13915 N Mopac Expy.,Ste 210 P.O.BOX: CITY: Austin STATE: TQC ZIP: 7R72R FIRM IS: 1. Corporation ® 2. Partnership 0 3. Sole Owner 0 4. Association 0 5. Other n If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Job Title and City Department(If known) NA 2. State the names of each "official"of the City of Corpus Christi having an"ownership interest"constituting 3% or more of the ownership in the above named"firm." NaA me Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Board, Commission or Committee NA 4. State the names of each employee or officer of a "consultant"for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Consultant ' FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)]. CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested, and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas, as changes occur. Certifying Person: Michael J. Conner Title: Managing Director Signature of Date: Certifying Person: ,,r►i,/ 02/20/2017 / tee' Aitac-t f Notary Cerrifi( ate DEFINITIONS �-9 02. / a. `Board member." A member of any board, commission, or committee of the city, including the board of any corporation created by the city. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the city, whether under civil service or not, including part-time employees and employees of any corporation created by the city. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company,joint venture, receivership or trust, and entities which for purposes of taxation are treated as non- profit organizations. e. "Official" The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements. g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of Contra Costa On F2 b .10 , 2-01 before me, Eunhee Song, Notary Public, personally appeared fr1 I Glnoke( Gv yr vier who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal "� s • , EUNHEE SONG!� �_� comm.#2119543 ••NOTARY PUBLIC•CALIFORNIA Q CONTRA COSTA COUNTY 0 COMM.EXPIRES AUG 11,2019 Signature '� CERTIFICATE OF INTERESTED PARTIES FORM 1295 1011 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1.2,3,5,and 6 if there are no Interested parses. CERTIFICATION OF RUNG 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number of business. Advanced Discovery 2017-169224 New York.NY United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form Is 0212012017 being filed. City of Corpus Christi Texas Date Acknowledged: iamA 041, 2017.0222 10:30:31 -06'00' 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract Not available Litigation support services 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only N there is NO interested Party. o X 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above r. re is true and correct tgnature o :! •.• ed agent of co; - ng busine entigy* AFFIX NOTARY STAMP I SEAL ABOVE S1c�trP- tw` ai\Lt ru. Sworn to and subscribed before me.by the said ON r -t--;n\O ,this the DO. day of Fear. avv, 20 t'\ ,to certify which,witness my hand and seal of office. ►-� Chen µti 9 t' c Sy o1 officer adml F11�Yn� �e of officer administering oath Tide of�cer administering oath NOTARY P o.o"ruA2a4429 Forms provided by Te g ao,nowiaip6 CQtafdY www.ethics.state.tx.us Version V1.0.277 tel, rm serneR.onc CM►A1 0.1 Gdmmwsiab itisiteS>;Yceerntx+r 3A,3 l9