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HomeMy WebLinkAboutMUNICIPAL CODE CORPORATION (2008) 5 -2008 INSURANCE IVCT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL DATEt ~-is-oss ~ C o7c C'3~ 7~1~ G CONSULTANT AGREEMENT N-2008-084 THIS AGREEMENT, made and entered into this ls' day of July, 2008 by and between Municipal Code Corporation, a Florida corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of municipal code republication services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the perfornance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide Santa Ana Municipal Code (hereinafter "SAMC) republication and update services in both written and electronic versions as set forth in Exhibit A to this Agreement. SAMC shall be published in a double column format, 10 point font. Updates will be provided on asemi-annual basis. Consultant shall also provide New Ordinances on the Web (N.O.W.) services 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $10,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2009, unless terminated earlier in accordance with Section 12, below. Thereafter, the Supplement Service shall be automatically renewed from year to year unless cancelled or changed by either party upon sixty (60) days written notice prior to the end of the then current ternr." 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable stazidards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Due to the nature of the services provided, no insurance shall be required. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written infornration, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources, (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimilc or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimilc (714) 647-6956 With courtesy copy to: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana. California 92702 telefacsimilc (714) 647-6515 To Consultant: Municipal Code Corporation Attn: Diane J. Kyrus P.O. Box 2235 Tallahassee, Florida 32316 Telefacsimile (850) 575-8852 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimilc, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. Eor purposes of calculating these time frames, weekends, federal, state, County or Ciry holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that arc inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the Ciry shall pay Consultant compensation for all services perforn~ed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited bylaw, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ,~ PATRICIA E. H ALY Clerk of the Counci] CITY OF SANTA ANA b ~~"'~- DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: ~ ' - Laura 5heedy Assistant City Attorney MUNICIP CODE COR RATION A. LAWTON LANGFOR President/CEO EXHIBIT A SUPPLEMENTATION QUOTATION SHEET FOR THE CITY OF SANTA ANA, CALIFORNIA SUPPLEMENTATION QUOTATION SHEET FOR THE CITY OF SANTA ANA, CALIFORNIA Supplement Service Base Page Rate Page Format Base Page Rate Double Column $21.50 per page Base page rate above includes Acknowledgement of Material Data conversion, as necessary Editorial Work Proofreading Indexing Updating Electronic versions', (e.g. CDs and Internet) Multiple Code Search Printing2 55 Supplements Please Circle Preferred Supplementation Schedule' Below: Electronic Annual Semi-annual Quarterly Bi- Monthl On Re uest U dates Printed Annual emi-annual Quarterly Bi- Monthl On Re uest Su lements New Ords Upon submission On Request On the Web Additional Services that apply to Supplement Service Graphics, per graphic Color Graphics (includes printing), each Freight State Sales Tax Electronic delivery handling fee, per product Multiple Code Search, after the first year New Ordinances on the Web (NOW), no editing, 3-5 day turnaround, per ordinance Electronic Records Management Software Document Scanning Services Paperless Agenda Software Payment for Supplement and Additional Services Invoices will be submitted upon shipment of project(s). $10 $25 Actual freight If applicable $75 $200 $25 Quotation upon request Quotation upon request Quotation upon request ' We do not charge a per page rate for updating CDs or the Internet -this is included in the supplement per page rate. s MCC uses only acid-free paper. 3 Schedule can be changed at any time during the contract. Information on Weekly, Bi-weekly and Monthly Supplement schedules are available upon request. This proposal shall be valid for a period of ninety (90) days from the date appearing below unless signed and authorized by MCC and the Client. Term of Agreement. This Agreement shall begin upon execution of this Agreement and end after one year. Thereafter, the Supplement Service shall be automatically renewed from year to year provided that each party may cancel or change this agreement with sixty (60) days written notice. Submitted by: MUNICIPAL CODE CORPORATION MCC President/CEO: " ~"" Witness: Date: June 25, 2008 Accepted by: SANTA ANA, CALIFORNIA By: Title: Witness: Date: 9