20-1101_QUALITY CODE PUBLISHING_Professional Services AgreementCITY OF SAN JUAN CAPISTRANO
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of November 1, 2020 by and between the
City of San Juan Capistrano, a public agency organized and operating under the laws of the State
of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano,
CA 92675 ("City"), and Quality Code Publishing, a Washington State Limited Liability Company,
with its principal place of business at 2150 N. 107'" Street, Suite 200, Seattle, WA 98133
(hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred
to as "Party" and collectively as "Parties" in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for the following project:
on-going codification services and online hosting of City's Municipal Code (hereinafter referred to
as "the Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
Services.
Consultant shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit "A."
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit "A."
b. In no event shall the total amount paid for services rendered by Consultant
under this Agreement exceed the sum of $10.000. This amount is to cover all printing and related
costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall
be made within 30 days of receipt of an invoice which includes a detailed description of the work
performed. Payments to Consultant for work performed will be made on a monthly billing basis.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations
with the other party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
be prepared by the City and executed by both Parties before performance of such services, or
the City will not be required to pay for the changes in the scope of work. Such amendment shall
not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during the
contract period and for four (4) years from the date of final payment under the contract for
inspection by City.
5. Term
The term of this Agreement shall be from November 1, 2020 to October 31, 2023, unless
earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the
term of this Agreement if necessary to complete the Project. Consultant shall perform its services
in a prompt and timely manner within the term of this Agreement and shall commence
performance upon receipt of written notice from the City to proceed ("Notice to Proceed
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing parry. For purposes of this Agreement, such circumstances include but are not limited
to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil
disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or
judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
C. If applicable, Consultant is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.
8. Standard of Care
Consultant's services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the City, which may be withheld for any
reason. Any attempt to so assign or so transfer without such consent shall be void and without
legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Consultant from employing independent associates, and subconsultants as
Consultant may deem appropriate to assist in'the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No
employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.
11. Reserved.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel
of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and
agents free and harmless from any and all claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury of any kind, in law or equity, to property or persons, including
wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or
omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors,
consultants or agents in connection with the performance of the Consultant's services, the Project
or this Agreement, including without limitation the payment of all damages, expert witness fees
and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify
shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials,
officers, employees, agents, or volunteers.
b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises
out of Consultant's performance of "design professional" services (as that term is defined under
Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8,
which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, and, upon Consultant obtaining a final adjudication by a court of competent
jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the
Consultant's proportionate percentage of fault.
13. Reserved.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements
and restrictions of state and federal law respecting the employment of undocumented aliens,
including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended
from time to time, and shall require all subconsultants and sub-subconsultants to comply with the
same.
15. Reserved.
16. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be
brought in a state or federal court situated in the County of Orange, State of California.
17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event,
City shall be immediately given title and possession to all original field notes, drawings and
specifications, written reports and other documents produced or developed for that portion of the
work completed and/or being abandoned. City shall pay Consultant the reasonable value of
services rendered for any portion of the work completed prior to termination. If said termination
occurs prior to completion of any task for the Project for which a payment request has not been
received, the charge for services performed during such task shall be the reasonable value of
such services, based on an amount mutually agreed to by City and Consultant of the portion of
such task completed but not paid prior to said termination. City shall not be liable for any costs
other than the charges or portions thereof which are specified herein. Consultant shall not be
entitled to payment for unperformed services and shall not be entitled to damages or
compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial
failure by City to perform in accordance with the terms of this Agreement through no fault of
Consultant.
18 Documents. Except as otherwise provided in "Termination or Abandonment,"
above, all original field notes, written reports, Drawings and Specifications and other documents,
produced or developed for the Project shall, upon payment in full for the services described in this
Agreement, be furnished to and become the property of the City.
19. Organization
Consultant shall assign Nancy L. Helmer, President, as Project Manager. The Project
Manager shall not be removed from the Project or reassigned without the prior written consent of
the City.
above.
20. Limitation of Aoreement.
This Agreement is limited to and includes only the work included in the Project described
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:
4
CITY:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Maria Morris, City Clerk
and shall be effective upon receipt thereof.
22. Third Party Rights
CONSULTANT:
Quality Code Publishing
2150 N 107th Street, Suite 200
Seattle, Washington 98133
Attn: Nancy L. Helmer, President
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Consultant.
23. Equal O000rtunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. To the extent any conflict exists between terms and conditions
in this Agreement and those in any exhibit, the Agreement shall control. Each Party
acknowledges that no representations, inducements, promises or agreements have been made
by any person which are not incorporated herein, and that any other agreements shall be void.
This Agreement may not be modified or altered except in writing signed by both Parties hereto.
This is an integrated Agreement.
25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the remaining provisions unenforceable, invalid or illegal.
26. Successors and Assiqns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each Party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted assignment
without such consent shall be invalid and void.
27. Non -Waiver
None of the provisions of this Agreement shall be considered waived by either Party,
unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City's Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with
this Project or other projects.
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or
person, other than a bona fide employee working solely for Consultant, to solicit or secure this
Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any
company or person, other than a bona fide employee working solely for Consultant, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. For breach or violation of this warranty, City shall
have the right to rescind this Agreement without liability. For the term of this Agreement, no
director, official, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material benefit
arising therefrom.
31. Reserved.
[SIGNATURES ON FOLLOWING PAGE]
M
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF SAN JUAN CAPISTRANO
AND QUALITY CODE PUBLISHING
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY
an
ATTEST:
By. 1 ( � &�(`
M ria Morris, i ler
APPROVED AS TO FORM:
By: L3 Z�dl
iiijtfey (linger, � Attorney
:PUALITY CODE
1
Printed Name: No,%,n 4 N , tY-_
EXHIBIT A
Scope of Services
[7
PROFESSIONAL
SERVICES
AGREEMENT
FOR
THE CITY OF
SAN JUAN CAPISTRANO, CALIFORNIA
October 5, 2020
EXHIBIT A
TABLE OF CONTENTS
PAGE
PARTI - SCOPE OF SERVICES...................................................................................................... 3-4
SUPPLEMENTSERVICE.......................................................................................................3
ELECTRONIC PUBLISHING & INTERNET SERVICES...................................................4
SALES TO THIRD PERSON SUBSCRIBERS......................................................................4
BINDERS & TABBED DIVIDER PAGES.............................................................................4
REPRINTS...............................................................................................................................4
PARTII - PRICES AND PAYMENT TERMS......................................................................................
PART III - RECITATIONS AND SIGNATURES...............................................................................6
PROFESSIONAL SERVICES PROPOSAL
Quality Code Publishing hereinafter referred to as "QCP," hereby agrees to research, edit, codify
and publish the ordinances of the City of San Juan Capistrano, California, hereinafter referred to
as "City," according to the following terms and conditions:
PART I - SCOPE OF SERVICES
SUPPLEMENT SERVICES. QCP will provide ongoing updates for the City, on a
regular schedule, as directed by the City. Ordinances will be fonvarded to QCP as they
are adopted. Prior to beginning a regularly scheduled supplement, QCP will contact the
City to confirm that QCP has received all the necessary ordinances and if requested,
provide a quote for the City's approval prior to starting the supplement. QCP's editors
will prepare each supplement by completing the following steps:
1.1. Editing. QCP will organize the new ordinances by subject and will insert all
amendments into their proper places in the code text. Provisions that have been
repealed shall be deleted from the code text. New ordinances shall be codified to
match the style of the code. Any conflicts, inconsistencies, duplications or
discrepancies created by the new material shall be brought to the attention of the
City.
1.2. Proofreading. The revised pages will be proofread against the applicable
ordinance to ensure accuracy of content. QCP is responsible for the typographical
correctness of the supplemented material. Any errors attributable to QCP will be
corrected at no charge to the City. QCP will correct the error and ship the
replacement pages to the City within five (5) business days of notification of the
error, unless the City requests the errors be corrected, at no charge, in the next
regularly scheduled supplement.
1.3. Update Related Parts. All history notes, tables, cross-references and index
entries will be updated to reflect the new material.
1.4. Publish Supplement Pages. The revised pages will be typeset to match the style
and format of the code and printed on 20 Ib. white bond paper, or equivalent,
matching the existing code stock. Paper shall be made from 100% recycled paper
and shall be recyclable. The supplement will be printed in the quantity specified
by the City.
1.5. Insertion Guide. Each supplement will include a page with instructions for
inserting the new pages and removing obsolete ones.
1.6. Frequency. The City may choose to supplement the code quarterly, semi-
annually, annually, or on an "as -needed" basis. The City may change the
supplement interval at any time. Frequency of supplementation does not affect
the supplement rate.
1.7. Termination. The City may terminate the supplement service by canceling in
writing at least 60 days prior to the editorial cutoff date for any regularly
scheduled supplement.
2. ELECTRONIC PUBLISHING & INTERNET SERVICES. QCP will maintain a
searchable Internet database for posted on QCP's website with a link to the City's site. As
the code is updated, QCP will post the changes to your code on the Internet at the same
time that QCP sends the City its printed supplements. QCP's online codes feature a
robust full -text search engine utilizing advanced Boolean operators, wildcards, exact -
phrase searching, and allow control over how results are ranked. Search results are
displayed by code section, and search results feature search -term highlighting. A
simplified user interface is also provided to allow the less -advanced user to easily create
and combine "and," "or," and phrase search expressions. QCP's on-line service provides
the user with the option of viewing and printing the code by either chapter or section. No
license is required for the browse and search options.
2.1. Online Code Security, Storage and Backup -Disaster Recovery QCP's
publications are hosted on Amazon Web Services (AWS). The servers are located in
secure physical environments and monitored continually. Server images and databases
are backed up with volume snapshots that can be quickly restored. Source data is also
archived onsite and backed up using a cloud backup Solution.
2.2. Electronic media of code. Subscribers to our electronic publishing services will
receive electronic copies of the code in MS Word on a CD. Whenever the code is updated,
a CD will be sent to the City with the complete and updated code in MS Word along with a
PDF file of the printed supplement pages. File format and software are subject to change to
allow for improved technology, but no additional software licenses are required to use the
CD.
2.3. CodeAlert. CodeAlert is an on -demand updating service that is designed to work
in conjunction with the Internet copy of the City's Code. CodeAlert notifies the code user
that a code section has been amended and provides a list of ordinances that have been
passed, but not yet incorporated into die code. Sections of the code that have been affected
by an adopted ordinance will contain a warning at the beginning of the section with a link
to both the ordinance and the CodeAlert page. This service assures the viewer the most
accurate, up-to-date version of the code, no matter how frequently you choose to
supplement.
3. SALES TO THIRD PERSON SUBSCRIBERS. If requested, QCP will assume all risk
of producing and marketing the code and supplements to private subscribers. The City
will designate QCP as the official publisher of its codes.
4. BINDERS AND TABBED DIVIDER PAGES. If requested, QCP can provide
customized, D -Ring or 3 -Ring Binders. Binders are available in a selection of colors and
will be imprinted on the cover and spine with an appropriate title. Tile City may also add
a seal, logo or other artwork to the binder covers. Customized tabbed divider pages
designating the individual titles are also available.
5. REPRINTS. Additional copies of individual code titles or the entire code are available
at an extra cost. They may be ordered with printed paper covers or separate binders.
PART II - PRICES AND PAYMENT TERMS
6. ITEMIZED PRICING.
a. Municipal Code Supplements:
i. Charge per printed page, includes online updating (I printed copy).......................$19.00
ii. Extra charge for map, chart, graphs & other graphic formats ....................... No Charge
iii. Reprints of designated titles, per impression charge..............................................$0.28
iv. Binders. Custom embossed D -ring -per binder (minimum order 5 binders)........ $150.00
Custom Tabbed Divider Pages per set.............................................................$30.00
b. Website Publishing Services.
L Annual website hosting fee ($40.00 per month) ................................................. $480.00
ii. Cost per page to update electronic code after each supplement .......................No Charge
C. CD-ROM Electronic Publishing of Code update.
i. CD of entire updated code in MS Word & PDF of each supplement .................... $25.00
d. Cost per book: Sale of Codes to Third Person Subscribers.
1. Complete Code with tabbed dividers, per impression charge...................................$0.28
ii. Reprints, per impression charge.............................................................................$0.28
e. Optional services.
CodeA lert — Monthly charge................................................................................ $25.00
7. Shipping and handling will be prepaid by QCP and invoiced to the City upon delivery.
8. If a sales tax is applicable to this work, the amount of such tax will be added to the costs quoted
in this contract.
9. Payment Schedule: Balance due upon delivery of products and services to the City. Balances
which remain unpaid more than 45 days after delivery are subject to a late charge of 1.5% per
month.
5
PART III - RECITATIONS AND SIGNATURES
10. PERSONNEL. Only experienced and qualified personnel will be employed in all editorial and
codification work. QCP's Customer Relations Representative will consult the City when
necessary and will keep the City informed of the progress of all codification work.
11. WARRANTY. QCP warrants only that the code will contain all of the currently effective
ordinances provided to QCP by the City as revised and amended according to instructions from
the City's Representative.
12. ASSIGNATION, INTEGRATION AND MODIFICATION. When executed by both QCP
and the City, this agreement constitutes the entire agreement between the parties. There are no
other agreements or representations not set forth in this agreement. This agreement incorporates
all prior negotiations, agreements and representations. This agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns. This agreement may
not be modified except in writing, signed by QCP and the City.
13. TIME FOR COMPLETION.- Time is of the essence. For the laws of the City to be effective,
they must be accessible and easily available to the public. It is the intention of the company, with
the cooperation of the City, to deliver each regularly scheduled supplement to the City within 30-
45 days after the established supplement cutoff date.
14. WAIVER. The waiver by any party of a breach of any provision of this agreement or the failure
by any party to claim a breach of any provision of this agreement shall not constitute a waiver of
any subsequent breach, or change the effect of or make that provision thereafter unenforceable in
any way.
15. DURATION OF QUOTATION/SIGNATURES. This quotation and agreement constitutes a
bid by Quality Code Publishing for the performance of the codification services described herein.
If this quotation and agreement is executed by the City within 90 days of the date hereof, it shall
be a binding contract between QCP and the City.
Submitted October 5, 2020 by
Quality Code Publishing
Accepted by the City of San Juan Capistrano, CA
B By.
Nancy L. Helen r Tit
President