HomeMy WebLinkAboutC-4296 - PSA for Municipal Code Publishing ServicesRECEIVEI
April 25, 2012
tUri MAY -7 AM IU- 3!;
Leilani Brown, City Clerk
City of Newport Beach OFFICE OF
3300 Newport Blvd. PHE O I Y CLERK
PO Box 1728 CITY U -." SORT BEMY
Newport Beach, CA 92663
Dear Leilani:
We are pleased that after many years, we have not had to raise our printing, electronic updating or
web hosting costs. Effective June 1, 2012, our supplement page rate is being adjusted approximately
$1.50 per page. This change is driven by increased personnel costs and related health care benefits.
Building and retaining a skilled editorial staff is essential to our business Fair compensation allows us
to do this, and directly supports our production goals: high quality and timeliness.
Prices:
Supplement and electronic page rate $ 22.95
Printing (no change)
Electronic updates (no change; combined with supplement rate above)
Web hosting (no change)
We provide the following archival services to you at no additional charge: individual print
supplement files, full code reprint files which are updated with each print supplement, full code html
file sets at each supplement interval (print or online version). We save all manuscripts (scanned PDF
files or paper copies) for future research.
We appreciate your business and pledge to continue offering high quality codification services.
Attached to this letter are prices for optional codification services. One or more of these may be new
to you. If you are interested in any of these, please call us.
Sincerely,
r
P.lar ,aret Busnon, President
Enclosure: list of additional electronic features
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PROFESSIONAL SERVICES AGREEMENT WITH
CODE PUBLISHING COMPANY
FOR MUNICIPAL CODE PUBLISHING SERVICES
THIS AGREEMENT is made and entered into as of this -?— day of July, 2009, by and
between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City'), and CODE
PUBLISHING COMPANY, a Washington Corporation, whose address is 9410
Roosevelt Way NE, Seattle, WA 98115-1164 ( "Contractor "), and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now
being conducted under the statutes of the State of California and the Charter of
City.
B. City requires legal publishing services, including supplementing, printing and
computer text output of the Newport Beach Municipal Code.
C. City desires to engage Contractor to perform legal publishing services of the
Municipal Code ( "Project ").
D. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member[s] of Contractor for purposes of Project, shall be Jennifer
Bricker
F. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on the 30"' day of July, 2010, unless terminated earlier as set forth
herein.
2. SERVICES TO BE PERFORMED
Contractor shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference. The
3.
4.
City may elect to delete certain tasks of the Scope of Services at its sole
discretion.
TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and
the services shall be performed to completion in a diligent and timely manner.
The failure by Contractor to perform the services in a diligent and timely manner
may result in termination of this Agreement by City.
Notwithstanding the foregoing, Contractor shall not be responsible for delays due
to causes beyond Contractors reasonable control. However, in the case of any
such delay in the services to be provided for the Project, each party hereby
agrees to provide notice to the other party so that all delays can be addressed.
3.1 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator not later than ten (10) calendar days
after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable
time extensions for unforeseeable delays that are beyond Contractor's
control.
3.2 For all time
respond in
periods not specifically set forth herein, Contractor shall
the most expedient and appropriate manner under the
circumstances, by either telephone, fax,
COMPENSATION TO CONTRACTOR
hand - delivery or mail.
City shall pay Contractor for the services on a time and expense not -to- exceed
basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Contractor's compensation for all work performed in accordance with this
Agreement, including all reimbursable items and subcontractor fees, shall not
exceed Ten Thousand Dollars and no /100 ($10,000.00) without prior written
authorization from City. No billing rate changes shall be made during the term of
this Agreement without the prior written approval of City.
4.1 Contractor shall submit monthly invoices to City describing the work
performed the preceding month. Contractor's bills shall include the name
of the person who performed the work, a brief description of the services
performed and/or the specific task in the Scope of Services to which it
relates, the date the services were performed, the number of hours spent
on all work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Contractor no later than thirty
(30) days after approval of the monthly invoice by City staff.
4.2 City shall reimburse Contractor only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing
in advance by City. Unless otherwise approved, such costs shall be
F
limited and include nothing more than the following costs incurred by
Contractor:
A. The actual costs of subcontractors for performance of any of the
services that Contractor agrees to render pursuant to this
Agreement, which have been approved in advance by City and
awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and/or other costs and /or payments specifically
authorized in advance in writing and incurred by Contractor in the
performance of this Agreement.
4.3 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, °Extra
Work" means any work that is determined by City to be necessary for the
proper completion of the Project, but which is not included within the
Scope of Services and which the parties did not reasonably anticipate
would be necessary at the execution of this Agreement. Compensation
for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
Contractor shall designate a Project Manager, who shall coordinate all phases of
the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated JENNIFER
BRICKER to be its Project Manager. Contractor shall not remove or reassign
the Project Manager or any personnel listed in Exhibit A or assign any new or
replacement personnel to the Project without the prior written consent of City.
City's approval shall not be unreasonably withheld with respect to the removal or
assignment of non -key personnel.
Contractor, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the City Clerk's Department. LEILANI
BROWN, CITY CLERK, shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator or
his/her authorized representative shall represent City in all matters pertaining to
the services to be rendered pursuant to this Agreement.
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7. CITY'S RESPONSIBILITIES
In order to assist Contractor in the execution of its responsibilities under this
Agreement, City agrees to, where applicable:
A. Provide access to, and upon request of Contractor, one copy of all
existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Contractor's
work schedule.
8. STANDARD OF CARE
8.1 All of the services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and
technical personnel required to perform the services required by this
Agreement, and that it will perform all services in a manner
commensurate with community professional standards. All services shall
be performed by qualified and experienced personnel who are not
employed by City, nor have any contractual relationship with City. By
delivery of completed work, Contractor certifies that the work conforms to
the requirements of this Agreement and all applicable federal, state and
local laws and the professional standard of care.
8.2 Contractor represents and warrants to City that it has, shall obtain, and
shall keep in full force in effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature that is legally required of Contractor to practice its
profession. Contractor shall maintain a City of Newport Beach business
license during the term of this Agreement.
8.3 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by
reason of strikes, lockouts, accidents, or acts of God, or the failure of City
to furnish timely information or to approve or disapprove Contractor's work
promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
9. HOLD HARMLESS
To the fullest extent permitted by law, Contractor shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties ") from and
against any and all claims (including, without limitation, claims for bodily injury,
death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and
expenses (including, without limitation, attorney's fees, disbursements and court
costs) of every kind and nature whatsoever (individually, a Claim; collectively,
"Claims "), which may arise from or in any manner relate (directly or indirectly) to
any breach of the terms and conditions of this Agreement, any work performed
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or services provided under this Agreement including, without limitation, defects in
workmanship or materials or Contractor's presence or activities conducted on
the Project (including the negligent and /or willful acts, errors and /or omissions of
Contractor, its principals, officers, agents, employees, vendors, suppliers,
Contractors, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require
Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any
action on or to enforce the terms of this Agreement. This indemnity shall apply
to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by the Contractor.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of
conducting the work are under the control of Contractor, except to the extent
they are limited by statute, rule or regulation and the expressed terms of this
Agreement. Nothing in this Agreement shall be deemed to constitute approval
for Contractor or any of Contractor's employees or agents, to be the agents or
employees of City. Contractor shall have the responsibility for and control over
the means of performing the work, provided that Contractor is in compliance with
the terms of this Agreement. Anything in this Agreement that may appear to give
City the right to direct Contractor as to the details of the performance or to
exercise a measure of control over Contractor shall mean only that Contractor
shall follow the desires of City with respect to the results of the services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or
interest in the work to be performed. City agrees to cooperate with the
Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the Project proceeds in a manner consistent with City goals
and policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator and /or his/her
duly authorized designee informed on a regular basis regarding the status and
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14.
progress of the Project, activities performed and planned, and any meetings that
have been scheduled or are desired.
INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement
of work, Contractor shall obtain, provide and maintain at its own expense during
the term of this Agreement, a policy or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Contractor shall provide certificates of
insurance with original endorsements to City as evidence of the insurance
coverage required herein. Insurance certificates must be approved by
City's Risk Manager prior to commencement of performance or issuance
of any permit. Current certification of insurance shall be kept on file with
City at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
D. Coverage Reauirements.
Workers' Compensation Coverage. Contractor shall maintain
Workers' Compensation Insurance and Employer's Liability
Insurance for his or her employees in accordance with the laws of
the State of Washington. In addition, Contractor shall require each
subcontractor to similarly maintain Workers' Compensation
Insurance and Employer's Liability Insurance in accordance with
the laws of the State of Washington for all of the subcontractor's
employees. Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least
thirty (30) calendar days (10 calendar days written notice of non-
payment of premium) prior to such change. The insurer shall agree
to waive all rights of subrogation against City, its officers, agents,
employees and volunteers for losses arising from work performed
by Contractor for City.
ii. General Liability Coverage. Contractor shall maintain commercial
general liability insurance in an amount not less than one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
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other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
E. Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
the Contractor.
ii. This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from the Contractor's operations or services
provided to City. Any insurance maintained by City, including any
self - insured retention City may have, shall be considered excess
insurance only and not contributory with the insurance provided
hereunder.
iii. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
V. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
vi. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either
party except after thirty (30) calendar days (10 calendar days
written notice of non - payment of premium) written notice has been
received by City.
F. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Contractor's performance under this Agreement.
G. Additional Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the work.
M
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Contractor, or of
the interest of any general partner or joint venturer or syndicate member or
cotenant if Contractor is a partnership or joint- venture or syndicate or cotenancy,
which shall result in changing the control of Contractor. Control means fifty
percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more
of the assets of the corporation, partnership or joint-venture.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of
Contractor. Assignments of any or all rights, duties or obligations of the
Contractor under this Agreement will be permitted only with the express written
consent of City. Contractor shall not subcontract any portion of the work to be
performed under this Agreement without the prior written authorization of City.
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter °Documents "), prepared or caused to be prepared by
Contractor, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and
City shall have the sole right to use such materials in its discretion without further
compensation to Contractor or any other party. Contractor shall, at Contractor's
expense, provide such Documents to City upon prior written request.
Documents, including drawings and specifications, prepared by Contractor
pursuant to this Agreement are not intended or represented to be suitable for
reuse by City or others on any other project. Any use of completed Documents
for other projects and any use of incomplete Documents without specific written
authorization from Contractor will be at City's sole risk and without liability to
Contractor. Further, any and all liability arising out of changes made to
Contractor's deliverables under this Agreement by City or persons other than
Contractor is waived against Contractor and City assumes full responsibility for
such changes unless City has given Contractor prior notice and has received
from Contractor written consent for such changes.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of information.
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19. INTELLECTUAL PROPERTY INDEMNITY
The Contractor shall defend and indemnify City, its agents, officers,
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 Contractors drawings and
specifications provided under this Agreement.
20. RECORDS
Contractor shall keep records and invoices in connection with the work to be
performed under this Agreement. Contractor shall maintain complete and
accurate records with respect to the costs incurred under this Agreement and
any services, expenditures and disbursements charged to City, for a minimum
period of three (3) years, or for any longer period required by law, from the date
of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor shall allow a representative of
City to examine, audit and make transcripts or copies of such records and
invoices during regular business hours. Contractor shall allow inspection of all
work, data, Documents, proceedings and activities related to the Agreement for a
period of three (3) years from the date of final payment to Contractor under this
Agreement.
21. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be
deemed to constitute a failure to pay according to the terms of this Agreement.
Contractor shall not discontinue work as a result of such withholding. Contractor
shall have an immediate right to appeal to the City Manager or his/her designee
with respect to such disputed sums. Contractor shall be entitled to receive
interest on any withheld sums at the rate of return that City earned on its
investments during the time period, from the date of withholding of any amounts
found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what
would have resulted if there were not errors or omissions in the work
accomplished by Contractor, the additional design, construction and /or
restoration expense shall be bome by Contractor. Nothing in this paragraph is
intended to limit City's rights under the law or any other sections of this
Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
24. CONFLICTS OF INTEREST
The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act'), which (1) requires such
persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this Agreement, and (2) prohibits such
persons from making, or participating in making, decisions that will foreseeably
financially affect such interest.
If subject to the Act, Contractor shall conform to all requirements of the Act.
Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Contractor shall indemnify and hold
harmless City for any and all claims for damages resulting from Contractor's
violation of this Section.
25. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personally, or on the third business day after the deposit thereof
in the United States mail, postage prepaid, first -class mail, addressed as
hereinafter provided. All notices, demands, requests or approvals from
Contractor to City shall be addressed to City at:
Attn: Leilani Brown
City Clerk
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA, 92658 -8915
Phone: 949 - 644 -3005
Fax: 949 - 644 -3339
All notices, demands, requests or approvals from CITY to Contractor shall be
addressed to Contractor at:
Attention: Margaret Bustion
Code Publishing Company
9410 Roosevelt Way NE
Seattle, WA 98115 -2844
Phone: 800 - 551 -2633
Fax: - -
26. CLAIMS
The Contractor and the City expressly agree that in addition to any claims filing
requirements set forth in the Contract and Contract documents, the Contractor
shall be required to file any claim the Contractor may have against the City in
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strict conformance with the Tort Claims Act (Government Code sections 900 et
seq. ).
27. TERMINATION
In the event that either party fails or refuses to perform any of the provisions of
this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not
cured within a period of two (2) calendar days, or if more than two (2) calendar
days are reasonably required to cure the default and the defaulting party fails to
give adequate assurance of due performance within two (2) calendar days after
receipt of written notice of default, specifying the nature of such default and the
steps necessary to cure such default, and thereafter diligently take steps to cure
the default, the non - defaulting party may terminate the Agreement forthwith by
giving to the defaulting party written notice thereof.
Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving
seven (7) calendar days prior written notice to Contractor. In the event of
termination under this Section, City shall pay Contractor for services satisfactorily
performed and costs incurred up to the effective date of termination for which
Contractor has not been previously paid. On the effective date of termination,
Contractor shall deliver to City all reports, Documents and other information
developed or accumulated in the performance of this Agreement, whether in
draft or final form.
28. COMPLIANCE WITH ALL LAWS
Contractor shall at its own cost and expense comply with all statutes,
ordinances, regulations and requirements of all governmental entities, including
federal, state, county or municipal, whether now in force or hereinafter enacted.
In addition, all work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
29. WAIVER
A waiver by either party of any breach, of any term, covenant or condition
contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
30. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations
and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions herein.
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31. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement
and the Scope of Services or any other attachments attached hereto, the terms
of this Agreement shall govern.
32. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by
reason of the authorship of the Agreement or any other rule of construction
which might otherwise apply.
33. AMENDMENTS
This Agreement may be modified or amended only by a written document
executed by both Contractor and City and approved as to form by the City
Attorney.
34. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
35. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters
relating to it and any action brought relating to this Agreement shall be
adjudicated in a court of competent jurisdiction in the County of Orange.
36. EQUAL OPPORTUNITY EMPLOYMENT
Contractor represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment
because of race, religion, color, national origin, handicap, ancestry, sex or age.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
CITY OF NEWPORT BEACH,
OFFICE OF THE CITY ATTORNEY A Municipal Corporation
By. By:(.
avid R. Hunt Leilani I. Brown
City Attorney City Clerk
ATTEST:
B
illia Washington
01-_ 167y City Clerk
IN o
m
CONTRACTOR:
Margaret O. Bustion,
President/ Chief Financial Officer
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
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EXHIBIT A
Contractor Services Agreement for the City of Newport Beach, CA
This Agreement is entered into between the City of Newport Beach, CA, hereinafter referred to as
the "CITY," and CODE PUBLISHING COMPANY, hereinafter referred to as the
"CONTRACTOR." The Agreement covers legal publishing services, including supplementing,
printing, and computer text output of THE NEWPORT BEACH MUNICIPAL CODE, hereinafter
referred to as the " CODE." The CITY may contract separately for a complete recodification and
republisbing of the CODE at any time in the future. All copyrights belong to the CITY.
General
The CONTRACTOR will provide codification service of the CODE to include Internet hosting and
searchable electronic files, and supplements for both the online version and printed version.
The CITY will deliver to the CONTRACTOR the present CODE text and ordinances both in hard -
copy or digitally scanned (PDF or TIF) format and, where available, in a word processing or text
format (i.e., a non - graphic format) via Internet upload at
htttv:// www. g2dWubl ishing .com/upload/newoortbeachCA.asp.
The CODE produced by the CONTRACTOR shall be the exclusive and sole property of the CITY,
and the CITY may use said CODE for any purposes it deems appropriate, including the right to copy,
distribute, or sell said CODE.
Supplements
Newly adopted, revised or amended ordinances will be forwarded periodically by the CITY to the
CONTRACTOR. The CITY will provide the CONTRACTOR with ordinances both in hard-copy
or digitally seamed (PDF or TIF) format and, where available, in a word processing or text format
(i.e., a non - graphic format) via upload to CONTRACTOWs web site. Affected pages of the
CODE, the index, and ordinance tables will be edited and revised to reflect new provisions and/or
modifications, with appropriate headnotes, catchlines, footnotes, and cross references. All new
ordinances will be inserted into the CODE using the established code section numbering system
New ordinances not following this system will be changed accordingly.
The CONTRACTOR will provide supplemental updated pages for the CODE on a schedule
determined by the CITY. Printed supplement sets together with insertion/deletion instructions will
be delivered to the CITY. The electronic files will be updated concurrently with the printed
edition, (or as specified by the CITY}. Print and electronic file supplement delivery will occur two
to six weeks following receipt of the last ordinance included in the update.
Internet Services
HTML formatted electronic files will be created for Internet use. The schedule for periodic
supplements of the CODE on the Internet is determined by the CITY.
Code Publishing Company 206.527.6831/800.551.2633
9410 Roosevelt Way NE www.codepublishina.com
Seaft, WA 98115 -2844 cocAcodemubltshina.com
publishing.inc
Indemnification/Hold Harmless
The CONTRACTOR shall protect, defend, indemnify and hold harmless the CITY, its officers,
employees and agents from any and all costs, claims, judgments or awards of damages arising out
of or in any way resulting from the negligent acts or omissions of the CONTRACTOR, its
officers, employees and agents in performing this Agreement.
Insurance
The CONTRACTOR shall procure and maintain, for the duration of this Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in connection
with the performance of the work hereunder by the CONTRACTOR, their agents, representatives,
or employees. The CONTRACTOR shall maintain commercial general liability insumice with
limits of no less than $1,000,000 each occurrence and $2,000,000 general aggregate.
mi 'on of A went / �
' ment ay be a by eith upon 60 written n ce.
NTRA will be entitle compensa on a eaten f ac wor orm ,
consistent compensati prov�suons.
Payment, Terms, and Invoice Requirements
Payments to the CONTRACTOR from the CITY will correspond to the attached Cost Sheet.
Supplements, Internet and legal services are invoiced upon delivery. Additional services are also
invoiced upon delivery. Invoices are due and payable within 30 days.
Effective Date
This Agreement is effective upon signature by both the CITY and the CONTRACTOR
Code Publishing Company
M
City of Newport Beach, CA
Um
Margaret O. Bustion, President I.eilam Brown, City Clerk
Dated this day of 12009.
Code Publishing Company
9410 Roosevelt Way NE
Seattle, WA 98115 -2844
206.527.6831/800.551.2633
www.oDdeoubishino.com
cocDcodeoublishrm.com
Newport Beach, CA Cost Sheet
June 2009
Supplement Service:
Supplements (any schedule or page layout)
Graphics, maps, tables, diagrams
Copies or reprints, including freight, no minimums
FDF files for in -house printing
EXHIBIT B
$ 19.50 pa page
$10.00 per Rage•
*No charge for first 5 Rages per year
$0.10 Ra Rage
F EE
Online Code: No cham
Convert electronic files into customized format. We will use existing Word files of the code to
establish our HTML searchable chapter-by- chapter format online. Customized interface
includes coloring, photos, banner and logo.
Electronic supplements (update of electronic files) $1.95 pa page
Annual Internet hosting fee $350.00 pa veer (fast veer free)
Optional online services and features:
Hypertext links to state code citations
$150.00 set up
Hypertext links to title PDF files
$75.00 set up
CodeTrakI / OrdAlert' /
$200.00 per year. each
Ord.Search3
$200.00 setup
Non-sequential (selective) printing
$100.00 Ra year
Mouse -overs (code tips)
$100.00 set MR
Frameless version
$130.00 set up
Advanced search options
No charge
Saved searching
No charge
Change text size
No clign
Other:
Legal review, recodification, reformat
Available upon recuest
Binders and tab dividers
Call for colors and options
Sample ordinance service and telephone support
Included
Code Publishing Company 206.527.66311600.551.2633
9410 Roosevelt Way NE www.codepublisMnq.com
Seattle, WA 96115 -1164 cmIoDdeaublishina.corn
I CodeTrak: The Internet version of the code identifies with highlighting and revision date those
parts of the code which have been updated online since the previous print supplement. Most useful
when paired with online on -demand (OLOD).
2 OrdAlert: The Internet version of the code identifies with highlighting those parts of the code
affected by newly enacted ordinances. A description of each ordinance will be added to the
numeric list at the back of the code, with a link to the ordinance in signed, PDF format. Ordinances
and highlighting will be removed after codification. Most useful when online and print versions of
the code are updated on the same set schedule.
3 OrdSearch: The ordinances listed at the back of the code will link to those sections of the code
where cited. Links can also be provided from the history notes or ordinance table to the original,
signed ordinance when accessible on the Internet.
CodeTrak and OrdSeareh demonstrated: ( www .codepublisbine.comhwdme.hlml)
No '�w supplement" charges. No extra charges or higher page rates if printed or electronic
supplements are requested more often. Please call if any of our services can be modified to better suit
the needs ofyour municipality.
Code Publishing Company 206.527.68311800.551.2633
9410 Roosevek Way NE www.codeoublishina.com
Seattle, WA 98115 -1164 opc0codeoublishino.com