Court filing

Exhibit 1 - Proposed ESI Stipulation — Federal Reserve Bank of San Francisco v. Benworth Capital Partners… (Dkt. 164.1)

No. 3:23-cv-01034-GMM · Doc. 164-1 · Docket on CourtListener

Summary

Exhibit 1, Doc. 164-1, filed September 30, 2024 in Oto Analytics, LLC v. Benworth Capital Partners PR, LLC, No. 3:23-cv-01034-GMM, consolidated with Civil No. 24-01313 (GMM), in the U.S. District Court for the District of Puerto Rico. It is a proposed Stipulation Regarding the Production of Electronically Stored Information among Oto Analytics, LLC, the Benworth entities, Bernardo Navarro, Claudia Navarro and the Federal Reserve Bank of San Francisco. Documents are to be produced as Bates-stamped TIFF images with image and data load files, while spreadsheets, audio and video files go in native format. It allows de-duplication only by MD5 or SHA-1 hash values, limits redactions to privilege and work-product protection, and requires privilege logs under Rule 26(b)(5). The 16-page exhibit ends with counsel signature blocks and a blank order line for the district judge.

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Full text

Case 3:23-cv-01034-GMM Document 164-1 Filed 09/30/24 Page 1 of 16

EXHIBIT 1
Case 3:23-cv-01034-GMM Document 164-1 Filed 09/30/24 Page 2 of 16

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO

OTO ANALYTICS, LLC,

Plaintiff,

v. Civil No. 23-01034 (GMM) cons.
Civil No. 24-01313 (GMM)
BENWORTH CAPITAL PARTNERS PR,
LLC; BENWORTH CAPITAL PARTNERS,
LLC; BERNARDO NAVARRO and CLAUDIA
NAVARRO,

Defendants.

FEDERAL RESERVE BANK OF SAN
FRANCISCO,

Plaintiff-Intervenor,

OTO ANALYTICS, LLC; BENWORTH
CAPITAL PARTNERS PR, LLC;
BENWORTH CAPITAL PARTNERS, LLC;
BERNARDO NAVARRO and CLAUDIA
NAVARRO,

Defendants in Intervention.

FEDERAL RESERVE BANK OF SAN
FRANCISCO,

Consolidated Plaintiff,

BENWORTH CAPITAL PARTNERS PR,
LLC; BENWORTH CAPITAL PARTNERS,
LLC; BERNARDO NAVARRO and CLAUDIA
NAVARRO,

Consolidated Defendants.

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Case 3:23-cv-01034-GMM Document 164-1 Filed 09/30/24 Page 3 of 16

STIPULATION REGARDING THE PRODUCTION OF
ELECTRONICALLY STORED INFORMATION

Pursuant to Rule 29(b) of the Federal Rules of Civil Procedure, this Stipulation Regarding

the Production of Electronically Stored Information (“ESI”) (the “Stipulation”) that will govern

all materials exchanged between the Parties in the above-captioned action (the “Action”) is entered

into by and among: (1) Plaintiff and Defendant in Intervention Oto Analytics, LLC (f/k/a Oto

Analytics, Inc. d/b/a Womply) (“Womply” or “Plaintiff”); (2) Defendant, Defendant in

Intervention, and Consolidated Defendant Benworth Capital Partners PR, LLC (“Benworth PR”);

(3) Defendant, Defendant in Intervention, and Consolidated Defendant Benworth Capital Partners,

LLC (“Benworth FL”); (4) Defendant, Defendant in Intervention, and Consolidated Defendant

Bernardo Navarro (“Mr. Navarro”); (5) Defendant, Defendant in Intervention, and Consolidated

Defendant Claudia Navarro (together with Benworth PR, Benworth FL, and Mr. Navarro,

“Defendants”); and (6) Plaintiff-Intervenor and Consolidated Plaintiff Federal Reserve Bank of

San Francisco (“Reserve Bank”). Each of the persons or entities identified in the foregoing

clauses (1) through (6) shall be referred to herein individually as a “Party,” and, collectively, as

the “Parties.”

I. Overview

A. In general, all documents should be produced as Bates-stamped tagged image file

format (“TIFF”) images along with an image load/cross reference file, a data load file with fielded

metadata, and document-level extracted text for electronically stored information or optical

character recognition (“OCR”) text for scanned hard copy documents. The first portion of the

Bates number shall contain a prefix that clearly identifies the producing party. The second portion

of the Bates number shall contain eight (8) numeric digits, padded with leading zeroes as needed to

preserve its length. If a Bates number or set of Bates numbers is skipped, the skipped number(s)

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should be noted with a placeholder. Bates numbers shall be sequential within a family. Details

regarding requirements, including files to be delivered in native format, are set forth below. To the

extent particular documents warrant a different format, the Parties will cooperate to arrange for the

mutually acceptable production of such documents.

B. The Parties will produce documents on a rolling basis and will not make

disproportionately large document productions at or near any applicable document discovery

deadlines.

C. The Parties shall meet and confer regarding (1) searching and culling methods used

to identify responsive information and documents, including search terms; (2) custodial and non-

custodial data sources likely to contain responsive information; (3) all persons, including by

producing organizational charts to the extent any such charts exist, whose files are likely to contain

documents and ESI relating to the subject matter of this litigation.

II. TIFF Image Requirements

A. All documents, except those produced in native format according to Section III

below, shall be produced as TIFF images in 300x300 dpi Group IV single-page monochrome

format.

B. All such images should be Bates-stamped sequentially.

C. To the extent reasonably and technically practicable, images should show all

information that could be made visible using native software. For example, images of email

messages should include the BCC and Attachments lines.

D. Microsoft PowerPoint, Google Slides, Apple Keynote, and other similar slide-

based presentation files, and Microsoft Word files shall be produced in both native file format and

as jpg images. Other types of documents containing color need not be produced in color in the first

instance, provided, however, that the producing party (“Producing Party”) shall produce such

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documents in color upon the request of the requesting party (“Requesting Party”). The Producing

Party can make such a request by providing a list of the Bates numbers of documents it requests to

be produced in color format, and the Producing Party shall make reasonable, good-faith efforts to

comply with such requests.

E. The Producing Party shall extract embedded ESI objects/documents (e.g., a

spreadsheet embedded within a word processing document) within a document and produce the

embedded ESI as a family member of the document in which it was embedded.

F. Electronic documents attached to an email shall be produced contemporaneously

and sequentially immediately after the parent document. Parent-child relationships within a

document family (i.e., the association between an attachment and its parent document) shall be

preserved. Each document shall be produced with the Bates number for the first and last page of

that document in the “BegBates” and “EndBates” fields of the data load file and with the

“BegAttach” and “EndAttach” fields listing the production number for the first and last page in the

document family.

G. The metadata fields that reasonably can be extracted from an electronic document

shall be produced for that document if listed on the ESI metadata fields list set forth below in Section

VII.H. Fields that are not populated shall be left with null values and not populated with fillers or

spaces. All dynamic date and time fields, where such fields are processed to contain a value and

do not automatically populate, and all metadata pertaining to dates and times shall be produced with

either (1) metadata pertaining to dates and times that is standardized to Coordinated Universal Time

(“UTC”), or (2) a metadata field populated with the UTC offset value of the time zone to which the

document was processed. The Parties understand and acknowledge that time zone standardization

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affects only dynamic fields and metadata values and does not affect, among other things, dates and

times that are hard-coded text within a file.

III. Native Format Requirements

A. Notwithstanding any provisions contained herein, Microsoft Excel and other

spreadsheet files, including comma or tab delimited text files, video files, audio files, and other file

types that do not render to image well shall be produced in native format (“Native Productions”).

The Requesting Party may request production of additional documents in native format by

providing a list of the Bates numbers of documents it requests to be produced in native format.

Native Productions shall be produced as they are maintained, with all formulas, redlines, comments,

links, and metadata intact. Native Productions should include all ESI metadata fields set forth

below in the load file.

B. In lieu of a TIFF image version of each file produced natively as required by

Section III.A, a Bates-stamped, single-page TIFF placeholder file should be produced along with

the native format version of each file. The TIFF placeholder file should have the phrase

“PRODUCED IN NATIVE FORMAT” branded on the image.

C. Each native file should be re-named according to the BegBates it shares with its

TIFF placeholder.

D. When redaction of a document being produced natively as required by Section III.A

is necessary, a redacted native version shall be produced, if reasonably practicable. If not reasonably

practicable, a TIFF version of a document may be produced. To the extent a redacted document

cannot be produced as a clear, legible, and reasonably useful TIFF image, upon request from either

Party, the Parties shall meet and confer in good faith regarding production specifications for such

documents.

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E. To the extent a response to discovery requires production of electronic information

stored in a database, the Parties will meet and confer regarding methods of production. The Parties

will consider whether all relevant information may be provided by querying the database for

discoverable information and generating a report in a reasonably usable and exportable electronic

file.

F. If a native file is used at a deposition or hearing, or attached to a motion or other

filing, it shall be accompanied by its production number-stamped placeholder TIFF image in order

to facilitate tracking and authentication.

IV. De-Duplication and Encryption

A. A Producing Party may globally de-duplicate ESI based on MD5 or SHA-1 hash

values, at the family level, provided that only exact hash duplicates are subject to de-duplication

and all custodians determined to have a copy of an email, email family, or loose electronic document

in its collection shall be listed in the “AllCustodians” metadata field for every document in the

family. An email that includes content in the BCC or other blind copy fields shall not be treated as

a duplicate of an email that does not include content in the BCC or other blind copy field, even if

all remaining content in the email is identical. Attachments should not be eliminated as duplicates

for purpose of production, unless the parent email and all attachments are also duplicates. No Party

shall identify and/or eliminate electronic duplicates by manual review or some method other than

by use of the technical comparison using MD5 or SHA-1 hash values outlined above.

B. The Parties will make best efforts to remove passwords or other security protection

from any file prior to production. If the security protection cannot be removed from a native file

despite best efforts by the Producing Party, a placeholder TIFF image may be produced in place of

the native file indicating that security protection could not be removed from the data. Upon request

from either Party, the Parties shall meet and confer in good faith regarding the efforts or

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mechanisms made to remove the security protection from the native file or the production of the

available file metadata.

V. Paper Documents

Paper documents shall be scanned and produced with OCR text. The documents should be

unitized (not merged into a single record), and single documents should not be split into multiple

records. The load file for paper documents shall contain the following fields, described in

Section VII.H below:

BegBates File Type

EndBates Confidentiality

BegAttach Redaction Applied

EndAttach ExtractedText

Custodian Pgcount

VI. Redactions and Privilege Log(s)

A. If a document contains both privileged and non-privileged information and/or

communications, the non-privileged portion(s) of the document must be produced with the

privileged portion(s) redacted and indicating the privilege claimed on the face of the redacted

document in a text-box redaction. If a document is produced with redactions, the redactions shall

not obscure any header information (e.g., from, to, subject, sent date, etc.) or signature blocks of

any emails or other communications reflected in the document. Redacted documents must also be

produced with text files populated with OCR data as specified in Section VII.E below. Documents

containing redactions that are produced in native form shall be produced as described above in

Section III.D.

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B. The Parties may redact documents only for privilege and/or work-product

protection and may not redact documents for any other reason, including without limitation

relevance, confidentiality, and/or privacy.

C. If any member of a produced document family is withheld on grounds of a

privilege, protection, or immunity from disclosure, the Party producing the document family shall

include a Bates stamped placeholder slipsheet that identifies the document as withheld as

privileged.

D. To the extent a Party withholds from production in its entirety a particular

document, withholds a document in a document family in its entirety, or redacts a document based

on the attorney-client privilege, work-product doctrine, or any other applicable privilege,

protection, and/or immunity from disclosure, the Party shall provide information regarding each

such document on a privilege log as required by Federal Rule of Civil Procedure 26(b)(5). The

Parties shall meet and confer regarding the timing and format of privilege logs at least sixty (60)

days before the deadline for substantial completion of document discovery.

VII. Data Transfers, Encryption, and Load File Requirements

A. All data transfers should be conducted with encryption, such as secure FTP,

password-protected .ZIP, .RAR files, password-protected hard drives, or some other mode of

encryption.

B. A single-page image load/cross reference file shall be provided with each

production. The file shall be in Opticon (.opt) format, with standard delimiters.

C. A data load file shall be provided with each production. The file shall be a

Concordance-format delimited file, also known as a “DAT” file, and shall contain Bates stamp and

metadata information as detailed below in Section VII.H. Load file encoding shall be UTF‐8.

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D. Extracted text and/or OCR text shall not be embedded in the DAT file but shall

rather be provided as separate, document-level text files named after the starting Bates number

assigned to the document and ending with extension “.txt”, with a text directory for each production

volume, and with a relative file path to the text file provided in the related database load file. With

the exception of image file types for which the text cannot be extracted, the text of documents

should be extracted directly from the native file without using OCR.

E. Documents produced in redacted form shall not have text files populated with

extracted text but shall instead have text files populated with OCR data which will not contain the

redacted data.

F. If a document does not contain extractable text, the Producing Party shall provide

OCR files for that document to the extent feasible.

G. The requested delimiters and qualifiers to be used in the DAT file are:

Record Delimiter Windows newline/Hard return (ASCII
10 followed by ASCII 13)
Field Delimiter (ASCII 20)
Multi-value Delimiter Semicolon (ASCII 59)
Text Qualifier (ASCII 254)

H. The DAT file should have a header line with field names and include the following

fields:

Field Name Field Description

BegBates The production number of the first page of the
document.

EndBates The production number of the last page of the
document.

AttachRange The production numbers of the first page of the first
document and the last page of the last document of the
document family.

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Field Name Field Description

BegAttach The production number of the first page of the first document
of the document family.

EndAttach The production number of the last page of the last document
of the document family.

AttachmentNames File names of attached documents.

AttachCount The number of attachments to a document.

ParentID The BegBates number of the parent document in the
relational group.
The field is blank when the document is the parent document
in the relational group.

ChildIDs A semi-colon-delimited list of begin Bates numbers for all
the child documents in the relational group.
The field is blank when the document is a child document in
the relational group.

RecordType The record type of a document (e.g., Edoc/Email/Attachment/
Hard Copy)

AllCustodians1 All custodians who had a copy of the document.

To All recipients that were included on the “To” line of the
e-mail.

From The name and e-mail address sender of the e-mail.

CC All recipients that were included on the “CC” line of the
e-mail.

BCC All recipients that were included on the “BCC” line of the
e-mail.

1
All Custodians, a field that identifies all custodians of a document, shall be provided when the
Producing Party incorporates de-duplication in its production workflow.

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Case 3:23-cv-01034-GMM Document 164-1 Filed 09/30/24 Page 12 of 16

Field Name Field Description

MessageType An indication of the email system message type (e.g.,
Appointment, Contact, Task, Distribution List, Message).

Importance Email Importance Flag (e.g., Normal, Low, High)

ThreadID Email thread identification value (ConversationIndex or other
identifier).

MasterDate For families, the date of the parent, propagated throughout
the family. For single/standalone documents, the date of the
document.

DateReceived The date an e-mail was received.

TimeReceived The time an e-mail was received.

DateSent The date an e-mail was sent.

TimeSent The time an e-mail was sent.

DateCreated The date an e-mail or electronic document was created.

TimeCreated The time an e-mail or electronic document was created.

DateModified The date the document was last modified.

TimeModified The time the document was last modified.

MeetingStartDate The start date of calendar entry.

MeetingStartTime The start time of calendar entry.

MeetingEndDate The end date of calendar entry.

MeetingEndTime The end time of calendar entry.

TimeZoneProcessed The time zone the document was processed in. NOTE: This
should be the time zone where the documents were located at
time of collection (e.g., PST, MST, CST, EST).

Hash The MD5 or SHA-1 Hash value or "de-duplication key"
assigned to a document. The same hash method (MD5 or
SHA-1) should be used throughout all productions.

FileName The file name of the document, including file extension.

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Case 3:23-cv-01034-GMM Document 164-1 Filed 09/30/24 Page 13 of 16

Field Name Field Description

Author The author of the document.

Subject The document subject line of an e- mail.

ConversationIndex The relative position of an e-mail message within a
conversation thread.

FileExtension The file extension of a document.

FileSize The file size of a document (including embedded
attachments).
HiddenContents/Embedded
Indicating whether file has hidden contents or embedded
Objects
objects (Yes/No).

Confidentiality Applicable confidentiality designation pursuant to any
applicable protective order.

FilePath The full path to the file at its original location (to the
extent available).

FilePathDupe For deduplicated documents, the full file paths from
the locations in which the duplicate documents were
located. This field should be separated by semicolons.

Source The source from which the document was collected (e.g.,
Computer, Mobile Phone, Email, Network Share,
Database Name).

TextPath The relative path to the corresponding OCR or extracted
text file included with a production volume.

DocLink Links to documents produced in native format, such as excel
files and media files.

Redaction Applied Whether the image contains redactions.

VIII. Amendment of Stipulation

Nothing herein shall preclude any Party to this action from seeking to amend this

stipulation in writing for good cause shown, provided, however, that no Party may seek relief from

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Case 3:23-cv-01034-GMM Document 164-1 Filed 09/30/24 Page 14 of 16

the Court concerning compliance with the stipulation until it has met and conferred in good faith

with any Parties involved in the dispute.

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Case 3:23-cv-01034-GMM Document 164-1 Filed 09/30/24 Page 15 of 16

IT IS SO STIPULATED AND AGREED.

Dated: September 30, 2024

MCCONNELL VALDÉS LLC FERRAIUOLI LLC

By: /s/ Alejandro J. Cepeda Diaz By: /s/ Roberto A. Cámara Fuertes
Alejandro J. Cepeda Diaz Roberto A. Cámara Fuertes
USDC-PR 222110 USDC-PR 219002
McConnell Valdés LLC Jaime A. Torrens-Davila
270 Muñoz Rivera Ave. Monica Del Pilar Ramos-Benitez
Hato Rey PR 00918 Ferraiuoli LLC
(787) 250-5637 PO Box 195168
ajc@mcvpr.com San Juan, PR 00919-5168
(787) 766-7000
WILLKIE FARR & GALLAGHER LLP (787) 766-7001
rcamara@ferraiuoli.com
Alexander L. Cheney (admitted pro hac vice) jtorrens@ferraiuoli.com
333 Bush Street mramos@ferraiuoli.com
San Francisco, CA 94104
(415) 858-7400
acheney@willkie.com KOZYAK TROPIN &
THROCKMORTON
Stuart R. Lombardi (admitted pro hac vice)
787 Seventh Avenue Dwayne Robinson
New York, NY 10019 Michael R. Lorigas
(212) 728-8882 Rasheed K. Nader
slombardi@willkie.com 2525 Ponce de Leon Boulevard, 9th
Fl.
Joshua S. Levy (admitted pro hac vice) Miami, Florida 33134
1875 K Street, N.W. (305) 372-1800
Washington, D.C. 20006 jpiedra@kttlaw.com
(202) 303-1000 drobinson@kttlaw.com
jlevy@willkie.com mlorigas@kttlaw.com
rnader@kttlaw.com
Counsel for Plaintiff and Defendant in
Intervention Oto Analytics, LLC Counsel for Defendants and
Defendants in Intervention
Benworth Capital Partners LLC
and Bernardo Navarro

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Case 3:23-cv-01034-GMM Document 164-1 Filed 09/30/24 Page 16 of 16

O’NEILL & BORGES LLC CASELLAS ALCOVER & BURGOS,
P.S.C.
By: /s/ Antonio L. Roig Lorenzo
Antonio L. Roig Lorenzo By: /s/ Carla S. Loubriel
USDC-PR No. 207712 Carla S. Loubriel
Salvador J. Antonetti Stutts USDC-PR 227509
USDC-PR No. 215002 Ricardo F. Casellas
Ubaldo M. Fernández Barrera USDC-PR 203114
USDC-PR No. 224807 208 Ponce de Leon Ave.
Aníbal A. Román Medina Popular Center Bldg. Suite 1400
USDC-PR No. 308410 Hato Rey, PR 00918
250 Muñoz Rivera Ave., Ste. 800 (787) 756-1400
San Juan, PR 00918-1813 cloubriel@cabprlaw.com
(787) 764-8181 rcasellas@cabprlaw.com
antonio.roig@oneillborges.com
salvador.antonetti@oneillborges.com Counsel for Defendants and
ubaldo.fernandez@oneillborges.com Defendants in Intervention
anibal.roman@oneillborges.com Benworth Capital Partners PR LLC
and Claudia Navarro
CLEARY GOTTLIEB STEEN &
HAMILTON LLP

Lisa M. Schweitzer (admitted pro hac vice)
Thomas S. Kessler (admitted pro hac vice)
One Liberty Plaza
New York, New York 10006
(212) 225-2000
lschweitzer@cgsh.com
tkessler@cgsh.com

Counsel for Plaintiff Intervenor the Federal
Reserve Bank of San Francisco

PURSUANT TO STIPULATION, IT IS SO ORDERED.

DATED: ____________ ___________________________________
HONORABLE GINA R. MÉNDEZ-MIRÓ
UNITED STATES DISTRICT JUDGE

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