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HomeMy WebLinkAbout25A - AGMT - MUNICODE SRVSCITY COUNCIL MEETING DATE: NOVEMBER 15, 2016 TITLE: AGREEMENT WITH MUNICIPAL CODE CORPORATION FOR CODIFICATION OF ORDINANCES AND ON-LINE PUBLICATION OF THE CITY CODES (STRATEGIC PLAN NO. 5, 1) CITY MANAGER J RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: UT100-OWWO ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO fR►firc- :7 Authorize the City Manager and Clerk of the Council to execute the attached agreement with Municipal Code Corporation for a three year period ending December 31, 2019 in the annual amount not to exceed $25,000 and total aggregate amount of $75,000, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The City has had a long-standing relationship with Municipal Code Corporation (MCC)" for codification and publication of its ordinances into code books. The City has paid $21.50 per page for supplements to our code books for the past six years and vendor has agreed to maintain their rates for the next three years. Supplements are distributed to various departments, county offices and law libraries throughout the State. The per page rate includes updated pages for the Table of Contents, the Index and Section listings for each new ordinance submitted. In addition, the City pays MCC $500 per year for publication of the Code via the internet. Additional services provided in the base rate include A Code Comparative Table supplied with each supplement, which provides history of the ordinances codified. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement Initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). 25A-1 Agreement for Codification of Municipal Code November 15, 2016 Page 2 FISCAL IMPACT Funds in the amount of $25,000 are available in the Clerk of the Council Office fund (account no. 01107031-62300). Maria D. Huizar Clerk of the Council Exhibit: 1. Agreement Fiscal Year Amount 2016-2017 $12,500 2017-2018 $25,000 2018-2019 $25,000 2019-2020 $12,500 APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 25A-2 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 15°i day of November, 2016 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 performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services perfomled 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 terns and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide Santa Ana Municipal Code (bereinafter "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 a semi-annual basis. Consultant shall also provide the OrdBank service, allowing for the posting of ordinances online in PDC format in between supplements. Upon completion of the supplement, the ordinances will be linked in the history notes and stored in the OrdBank Repository of the online code. 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 $25,000.00 annually during the three (3) year Term of this Agreement; with aggregate payment not to exceed $75,000.00 over the three (3) year Term. 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. 25A-3 3. TERM This Agreement shall commence on the date first written above for a three (3) year Term with the termination date of December 31, 2019, unless terminated earlier in accordance with Section 12, below. This Term of this Agreement may be extended by a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern 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 perforins 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 standards 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. S, INSURANCE Due to the nature of the services provided, no insurance shall be required. b. 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, excepting a claim arising from interpretation of language or images contained in the Code, as published in print or electronically. 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 information, 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, 25A-4 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 INTERESTCLAUSE 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 telefacsimile 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 Facsimile (714) 647-6956 To Consultant: Municipal Code Corporation P.O. Box 2235 Tallahassee, Florida 32316 Telephone(800)262-2633 Facsimile (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 telefacsimile; 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. For purposes of calculating these time frames, weekends, federal, state, County or City 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 25A-5 terns 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 terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns 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 mull 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 City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the City Manager 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 by law, 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 25A1-6 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 hercinbelow 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 inj uries 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 thus Agreement. (Signatures on Following Page] 25A-7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. IIUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: C =� — Lisa Storck Assistant City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager MUNICIPAL CODE CORPORATION W. Eric Grant President 2sa-8 EXHIBIT A NOVEMBER, 2016 PRICING SHEET FOR THE CITY OF SANTA ANA, CALIFORNIA Supplement Service Base Page Rate' Page Format Base Page Rate Double Column $21.50 per page Form Based Code, Ch. 41 only $45.00 per page Base page rate above includes • Acknowledgement of Material • Data conversion, as necessary • Editorial Work • Proofreading • Indexing Creation of Tablesz • Schedule as selected by City3: Current schedule is semi-annual print each May and December. Supplements are completed within 30-45 days and a set of proofs are provided to the City to review. • Updating Electronic verslons4 (Internet) • Printing PDF copy of each supplement, sent via email for internal printing (no charge) Additional Services currently enrolled in that apply to Supplement Service • Code on the Internet with CodeBank and CodeBank Compare+ eNotify, annually $950 • Transit Zoning Code on the Internet, per update $100 • Graphics & Tabular' matter, per graphic or table $10 • OrdBank, per ordinance $35 • Freight, per supplement actual cost • State Sales Tax If applicable Optional Services to Supplement Service (please check) ❑ OrdLlnk/OrdBank, per ordinance $50 ❑ MuniPRO, 1 year subscription $295 Invoices for supplements and additional services are sent upon completion of project (s). ' All prices quoted in this section may be increased annually in accordance with the Producer Price Index — Internet Publishing and web search portals (NAICS 519130) as reported by US Department of Labor— Bureau of Labor Statistics. 2 The following tables will be updated and are Included in the base per page rate: Supplement History Table, Code Comparative Table, State Law Reference Table and Ordinance History Table. An additional hourly charge applies for creation , modification, addition or updating any other table other than those enumerated In this footnote. S Schedule for Supplements can be weekly, bl-weekly, monthly, bi-monthly, quarterly, tri -annual, semi-annual, annual or upon authorization. Electronic Updates can occur more frequently than printed Supplements. 4 We do not charge a per page rate for updating the Internet, however a handling fee may be charged. ' Tabular matter is defined as tables, Algebra formulae, or other materials that require special programs or extra editorial time to modify and prepare for inclusion in an update. 25A-9 25A-10