14-1125_QUALITY CODE PUBLISHING_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this
_day of ( s 2014, by and between the City of San Juan Capistrano
(hereinafter referred to as the "City") and Quality Code Publishing (hereinafter referred to
as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to provide on-going codification services for the City Clerk's office; and
WHEREAS, Consultant is qualified by virtue of experience, training, education and
expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by the City shall consist of those tasks as set
forth in Exhibit "A," attached and incorporated herein by reference. To the extent that there
are any conflicts between the provisions described in Exhibit "A" and those provisions
contained within this Agreement, the provisions in this Agreement shall control.
Section 2. Term.
This Agreement shall commence on the effective date and shall be for a (3) three-
year period of time with the option of three (3) one-year extensions.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $36,040.
3.2 Method of Payment.
Subject to Section 3.1, Consultant shall submit monthly invoices based on
total services and products which have been satisfactorily completed for such monthly
period. The City will pay monthly progress payments based on approved invoices in
accordance with this Section.
3.3 Records of Expenses — expenses shall not be reimbursed.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not an
agent or employee of City, and shall obtain no rights to any benefits which accrue to City's
employees.
4 'i_.i, : : .f:.. s -' :: is a: ,J . ii
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required without
written approval of the City. This Agreement may not be assigned, voluntarily or by
operation of law, without the prior written approval of the City. If Consultant is permitted to
subcontract any part of this Agreement by City, Consultant shall be responsible to City for
the acts and omissions of its subcontractor as it is for persons directly employed. Nothing
contained in this Agreement shall create any contractual relationships between any
subcontractor and City. All persons engaged in the work will be considered employees of
Consultant. City will deal directly with and will make all payments to Consultant.
Section 6. Chances to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the Parties
hereto shall execute an addendum to this Agreement setting forth with particularity all terms
of the new agreement, including but not limited to any additional Consultant's fees.
Section i. Familiarity with Work and/or Construction Site.- RESERVE®.
Time is of the essence in the performance of this Agreement.
Section 9. Conflicts of interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold
harmless the City and its elective and appointive boards, officers, agents, and employees
from any and all claims, liabilities, expenses, or damages of any nature, including attorneys'
fees, for injury or death of any person, or damages of any nature, including interference
with use of property, arising out of, or in any way connected with the negligence,
recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents,
officers, employees, subcontractors, or independent contractors hired by Consultant in the
2
performance of the Agreement. The only exception to Consultant's responsibility to protect,
defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful
conduct of the City, or any of its elective or appointive boards, officers, agents, or
employees.
This hold harmless agreement shall apply to all 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 Consultant.
Section 13. Insurance. - DESERVE®.
Section 14. Termination.
As set forth in Exhibit "A," 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.
Section 15. Notice.
All notices shall be personally delivered or mailed to the below listed addresses, or
to such other addresses as may be designated by written notice. These addresses shall be
used for delivery of service of process:
To City. City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Maria Morris, City Clerk
To Consultant: Quality Code Publishing
7701 15th Avenue N.W.
Seattle, WA 98117
Attn: Nancy L. Helmer, President
If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys` fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
• a - •MIMI
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, this Agreement is governed by the laws of the State of
California, the dispute shall be resolved in ®range County California by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
3
Section 1 B. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
APPROVED AS TO FORM:
Hans Van Ligten, City rneey--------
CONSULTANT
By -- Aa N,
Na elm6r, President
0
a
i` 1
TABLE OF CONTENTS
PAGE
PART I - SCOPE OF SERVICES............................................................................................................3
SUPPLEMENTSERVICE..................................................................................................... 3-4
ELECTRONIC PUBLISHING & INTERNET SERVICES.....................................................4
SALES TO THIRD PERSON SUBSCRIBERS-. ...... ....... ....................................... ............. 4
BINDERS & TABBED DIVIDER PAGES...............................................................................5
REPRINTS..................................................................................................................................5
PART II - PRICES AND PAYMENT TERMS........................................................................................6
PART III - RECITATIONS AND SIGNATURES.................................................................................7
2
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
1. SUPPLEMENT SERVICES. QCP will provide ongoing updates for the City, on a
regular schedule, as directed by the City. Ordinances will be forwarded 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:
I.I. 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 insure 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 lb. 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. QCP will
contact the City prior to the printing of any supplement to confirm whether QCP
or the City will be responsible for printing the supplement. Pricing has been
provided for both 40 printed copies and 1 printed copy. (See section 6. a. i.)
I.S. 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 50 days prior to the editorial cutoff date for any regularly
scheduled supplement.
2. ELECTRONIC PUBLISHING & INTERNET SERVICES. QCP will create a
searchable Internet database for posting 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, wildeards, 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. An
example of QCP's Internet services can be viewed at www.gcode.uslcod sywestminsterl.
No license is required for the browse and search options.
QCP's Internet search facility, as well as our Web storage and delivery system, is
custom-tailored to municipal code publication. The software is built upon the MySQL
database server, the world's most popular open -source database software. MySQL is
installed on more than 5 million web servers worldwide, and is used by organizations
such as The Associated Press, Google and NASA. MySQL is renowned for its high
speed, reliability, and compliance with industry standards.
2.1. CODEALERT (Optional). 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
the code. Sections of the cede 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. An example of our CodeAlert services can be viewed at
www. q code. us/codeswestminster .
2.2. Code on CD-ROM. Subscribers to our electronic publishing services will receive
an electronic copy of the code on CD after each printed supplement. The CD will
contain the entire updated code in MS Word format. File format and software are
subject to change to allow for improved technology, but no additional software
licenses are required to use the CD.
PDF files containing the exact images of supplement pages published by QCP are
also included on the CD. QCP-published pages may be reproduced by printing
these files from Adobe Reader. Familiarity with creating 2 -sided documents on
your printer may be needed to duplicate actual code pages.
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 DIVIDED 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. The City may also add
a seal, logo or other artwork to the binder covers. Other binder styles, including heavy
fluty, expandable post binders, in any quantity, are also available. 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 lit - PRICES AND PAYMENT TERMS
6. ITEMIZED PRICING.
a. Municipal Code Supplements:
i. [ ] Charge per printed page, includes online updating (40 copies) ........................$19.00
or
[ ] Charge per printed page, includes online updating (1 copy).............................$1.6.50
ii. Extra charge for map, chart, graphs & other graphic formats ........................ No Charge
iii. Reprints of designated titles, per impression charge .................................................... 0.1.0
iv. Binders. (D -ging or 3 -ring heavy-duty) per binder ................... $75.00
Custom Tabbed Divider Pages per set...............................................................$1.5.00
b. Website Publishing Services.
i. 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. Initial creation of searchable database & PDF of current supplement ..............No Charge
ii. Price to add the code in MS Word format..........................................................No Charge
iii. 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.
i. Complete Code with binder & tabbed dividers........................................................$200.00
ii. Reprints, per impression charge, ................................. ......................................... ....... $0,10
e. Optional services.
CodeAlert — Monthly updating...................................................................................$25.00
New Ordinances posted to the Internet, no links to title/chapter/section........... No Charge
7. Shipping and handling will be prepaid by OCP 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.
6
PART III - RECITATIONS AND SIGNATURES
I.O. 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 steep 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 QCs'
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 August 14, 2014 by
Quality, gdeTublishing t,
By
Nancy L.
President
Accepted by the City of San Juan Capistrano, CA
By
Title � � �v�trs.:;�'e�
��
�E
Date tc