HomeMy WebLinkAboutCode Publishing Co. 2011-12-21Cde)publishing.inc
Codification, Publishing, Supplementation,
and Internet Hosting Services Agreement
for the City of UKIAH, CALIFORNIA
Introduction
This agreement is entered into between the CITY OF UKIAH, CALIFORNIA,
the "CUSTOMER," and Code Publishing Company, the "CONTRACTOR." It
covers legal publishing services including, but not limited to, codification,
publishing, printing and print subscription services, electronic services, and
archiving for the UKIAH MUNICIPAL CODE, the "CODE."
Services to be Provided by Contractor
The CONTRACTOR will provide codification and publishing services for the
CUSTOMER. Services shall include, but are not limited to, codification of new
ordinances, publishing and printing of supplements to the printed CODE,
print subscription services, creation of electronic files, setup of an online
CODE, Internet hosting and computer text output of an electronic version of
the CODE, and code archiving.
Delivery of Code Materials to Contractor and Commencement of Project
The CUSTOMER will deliver to the CONTRACTOR the current printed CODE in
hard copy prior to commencement of the project. The CUSTOMER shall also
deliver electronic CODE files in a word processing or non-graphic text format, if
available, to the CONTRACTOR for the CONTRACTOR to convert to an electronic
CODE format for the project. If said files are not available, the CONTRACTOR
may scan the hard files for conversion to an electronic format at a nominal
charge to the CUSTOMER.
The CUSTOMER shall deliver all new uncodified ordinances electronically to the
CONTRACTOR for codification in either a word processing or a non-graphic text
format. For proofreading and archiving, the CUSTOMER shall also deliver
digitally scanned copies of the signed originals of said new ordinances, in either
PDF or TIF format, or mail hard copies to the CONTRACTOR. All electronic files
shall be submitted by the CUSTOMER by upload to the CONTRACTOR at a web
address to be supplied by the CONTRACTOR unless otherwise agreed to by the
parties.
The CONTRACTOR shall begin work upon receipt of all necessary materials and
the signed contract executed by the parties.
Code Publishing Company 206.527.6831/800.551.2633
9410 Roosevelt Way NE www.codepublishing.com
Seattle, WA 98115-2844 cpc@codepublishing.com
Ukiah Services Agreement
October, 2011
Page 2
Format of Code
The CONTRACTOR shall supplement and maintain the printed CODE in its
present form, but shall publish and maintain the CODE on the Internet in a
single-column web-based format with Arial font for electronic searching,
navigation, and printing, unless otherwise agreed by the parties.
Electronic Code Services to be Provided by Contractor
The CONTRACTOR shall provide Internet hosting services for the online CODE.
Services shall include, but are not limited to, the creation of a web page for the
CUSTOMER's CODE with a custom logo or seal; creation of an HTML-formatted,
edited, and searchable electronic file database; Internet hosting of the CODE
on the CONTRACTOR's public server in a format accessed via the CUSTOMER's
website; electronic CODE supplementation and archiving; and implementation
of the electronic features requested by the CUSTOMER as described and priced
in the cost quotation or final COST QUOTATION SHEET, and the SERVICES
ADDENDUM, that are attached to and made a part of this Agreement. Other
features may be added in the future as requested by CUSTOMER in writing.
Codification of New Ordinances to Supplement Code
The CONTRACTOR will codify new ordinances of a general and permanent
nature that are delivered to it by the CUSTOMER to supplement the CODE.
New ordinances may be provided to the CONTRACTOR by the CUSTOMER
periodically or on a schedule as otherwise agreed to between the parties. The
CUSTOMER shall deliver new ordinances electronically to the CONTRACTOR in
either a word processing or non-graphic text format by upload to the webpage
address provided by the CONTRACTOR. The CUSTOMER shall also upload
electronic PDF versions of the new signed original ordinances for the
CONTRACTOR to proof against the text or word processing version.
In codifying new ordinances to supplement the code, affected pages of the CODE
will be edited and revised by the CONTRACTOR to reflect new additions,
amendments, repeals, revisions, and/or modifications. Appropriate editorial non-
substantive changes including correction of manifest errors shall be made by the
CONTRACTOR. Internal cross-references will be checked and the complete text of
the new ordinances will be proofread and checked for typographical errors,
incorrect section references, and inconsistencies. All ordinance tables, indexes,
and CODE sections affected by codification will be revised accordingly. The
CONTRACTOR will incorporate all new ordinances for codification into the CODE
using the established CODE section numbering system.
Printed and Electronic Code Update Publication and Delivery
Code Publishing Company 206.527.6831 •800.551.2633
Ukiah Services Agreement
October, 2011
Page 3
The CONTRACTOR shall publish and deliver printed CODE supplements on the
schedule and in the quantity agreed to between the parties as set forth in the
attached Addendum unless otherwise agreed. A supplement directions page
indicating pages to be removed and replaced in the CODE will be provided with
each printed supplement.
The CONTRACTOR shall publish and post electronic CODE supplements online
on the same schedule selected for the printed code updates unless other
electronic services are selected that update the online CODE on a different
schedule or unless otherwise agreed between the parties.
The CUSTOMER may elect the Online OnDemand update service to update the
Online CODE. The CONTRACTOR offers this service to CUSTOMER at no
additional charge beyond the editorial and webhosting per page codification
rate. Should the CUSTOMER elect Online On-Demand update service, new
ordinances supplementing the online CODE will be codified and published in the
electronic CODE hosted on the Internet within three (3) to five (5) days of the
date the new ordinances take legal effect.
Additional Services to be Provided by Contractor
The CONTRACTOR may provide additional services to the CUSTOMER as
agreed to between the parties upon written request of either party. Such
services may include other codification, printing, subscription, publication or
Internet services. Service costs shall be quoted to the CUSTOMER in
advance of the CONTRACTOR undertaking any additional work.
Terms
In consideration for services, the CUSTOMER shall compensate the CONTRACTOR
the sum(s) set forth in the written proposal or FINAL COST QUOTATION SHEET,
and SERVICES ADDENDUM, attached to and made a part of this Agreement.
Additional service(s) provided by the CONTRACTOR following the execution of this
Agreement shall be compensated at the current price(s) in effect for
CONTRACTOR's services at the time of performance of the services, unless
otherwise agreed to between the parties and set forth in this Agreement.
Payment and Invoice Requirements
The CONTRACTOR shall invoice the CUSTOMER upon delivery of the newly
codified ordinances, printed supplements, and/or electronic services elected by
the CUSTOMER consistent with the terms set forth in the attached proposal or
final COST QUOTATION SHEET, and SERVICES ADDENDUM. Additional
services agreed to between the parties shall be invoiced following service
delivery. Payments shall be made by the CUSTOMER to the CONTRACTOR
within thirty (30) days of receipt of said invoice by the CUSTOMER.
Code Publishing Company 206.527.6831 •800.551.2633
Ukiah Services Agreement
October, 2011
Page 4
Code to Remain Property of Customer
The CODE produced by the CONTRACTOR shall be the exclusive and sole
property of the CUSTOMER and the CUSTOMER may use said CODE for any
purposes it deems appropriate, including copying, distributing, or selling
copies of said CODE.
Indemnification
The CONTRACTOR shall indemnify, defend, and hold harmless the
CUSTOMER, its officers, employees, agents, assigns, and representatives
from any and all costs, claims, judgments or awards of damages arising out
of any negligent acts or omissions of the CONTRACTOR, its officers,
employees and agents, assigns, and representatives in performing the terms
of this Agreement.
The CUSTOMER shall indemnify and hold harmless the CONTRACTOR, its
officers, employees, agents, assigns, and representatives for any claims
caused by delays to the codification process that may arise from the failure
of the CUSTOMER to supply the CONTRACTOR promptly with all necessary
materials and/or information required for the completion of codification,
supplementation, and webhosting services.
Insurance
The CONTRACTOR shall procure and maintain, for the duration of this
Agreement general commercial liability insurance for the benefit of the
CONTRACTOR and the CUSTOMER against claims arising from or in
connection with the performance of the terms of this Agreement by the
CONTRACTOR, its officers, employees, agents, assigns, and representatives.
The general commercial liability insurance policy limit amounts shall be no less
than $1,000,000 each occurrence and $2,000,000 general aggregate coverage.
Proof of insurance coverage shall be maintained by the CONTRACTOR and
provided by the CONTRACTOR to the CUSTOMER upon request by the
CUSTOMER.
Code Publishing Company 206.527.6831 •800.551.2633
Ukiah Services Agreement
October, 2011
Page 5
Termination of Agreement
This Agreement may be terminated by either party upon sixty (60) days'
written advance notice. The CUSTOMER is required to remunerate to the
CONTRACTOR payment for all services performed by the CONTRACTOR up to
the date that the services performed by the CONTRACTOR are to discontinue.
The CUSTOMER acknowledges that the CONTRACTOR shall have a lien
against all materials provided by the CUSTOMER to the CONTRACTOR for
codification to secure payment for services due until full payment for services
performed by the CONTRACTOR has been received.
Effective Date
This Agreement is effective upon the signatures of both parties to this
Agreement from the most recent date signed by either of them and shall
remain in effect continuously until terminated by either party.
CODE PUBLISHING COMPANY
By:
Margaret O. Bustion, President
9410 Roosevelt Way NE
Seattle, WA 98115
Dated: 1 2- 12
CITY OF UKIAH, CALIFORNIA
By: 'r ~r4 R sd "by` 1' , VIA Y. Lrdw `
Dated:
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Code Publig Company 206.527.6831 •800.551.2633
Cde)publishing.inc
CITY OF UKIAH, CALIFORNIA
SERVICES AGREEMENT ADDENDUM
1. Setup of electronic code and features for webhosting
Conversion fee for documents to electronic code:
2. Annual Basic webhosting service:
3. Supplement price per page:
4. Print supplement schedule (annual or semi-annual):
5. Supplement cut-off schedule for printed code:
6. Electronic supplement schedule:
7. Electronic webhosting setup for new ordinances:
8. Surcharge for each page of graphics in new ordinances:
9. PDFs of printed code updates for in-house printing:
10. Electronic optional features:
Included
N/A
350.00/year
19.50/page
Semi-annual
12/31 and 5/31
Online On-Demand
1.95/page
15.00/page
Included
Available any time
Code Publishing Company 206.527.6831/800.551.2633
9410 Roosevelt Way NE www.codepublishing.com
Seattle, WA 98115-2844 cpc@codepublishing.com