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HomeMy WebLinkAboutQuality Code Publishing; 2015-06-10;RATIFICATION OF AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR MUNICIPAL CODE CODIFICATION SERVICES QUALITY CODE PUBLISHING of Amendment No. 1 is entered into as of the ~ day of ----~~~~-----' 20.Ji, but effective as of the 10th day of June, 2018, extending t agre ent dated June 10, 2015 (the "Agreement") by and between the City of Carlsbad, municipal corporation, ("City"), and Quality Code Publishing, a Limited liability Company, for municipal code publishing. RECITALS A The Agreement, as amended from time to time, expired on June 10, 2018 and Contractor continued to work on the services specified therein without the benefit of an agreement; and 8. The Parties desire to extend the Agreement for a period of three years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive extension and amendment of the Agreement is ratified. 2. That the Agreement, as may have been amended from time to time,. is hereby extended for a period of one three-year period ending on June 10, 2021. 3. The total fee payable for the Services to be performed during the term of the agreement extension will not exceed twenty nine thousand two hundred sixty dollars ($29,260). 4. That Section 16 of the original agreement is amended as follows: 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesO No. 5. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 6. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 1/30/13 7. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of C lifornia By: ATTEST: ~()n (t,00-:--/4n. BARBARA ENGLESON u~ . ._,..,., City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: ::LIA Ali]R,t ttorney Assistant City Attorney City Attorney Approved Version 1 /30/13 2 ~ QUALCOD-01 RAMES ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 03/06/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riahts to the certificate holder in lieu of such endorsement(s). PRODUCER ~CT -------------[ rief No):(425) 485-8489 ----Hub International Northwest LLC rit:8.N~o, Ext): (425) 489-4500 12100 NE 195th Street, Suite 200 Bothell, WA 98011 ~~~~s: no~.info@hubinternational.coni ----- __ _ _____ _l_t§_URER(Sl AFFORDING COVERAGE --NAIC# - ~ ------------------__ __lN§_!IBER A: M1.itual Q_f Enumclaw Insurance Companv 14761 INSURED _ lt§URER B: Federal Insurance Com pan}'_ 20281 -Quality Code Publishing __llifil)RERC: Nancy Helmer -~----------·------ 2150 N 107th St, Ste 200 INSURER D: --------------------- Seattle, WA 98133 _lli$URE_R E_:__ -----· -----------r----- INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1~4-,fl ------------- -I ~.?J'~ I ~~i, -------------------- TYPE OF INSURANCE POLICY NUMBER POLICY EFF POLICY EXP LIMITS AIX COMMERCIAL GENERAL LIABILITY : ! ! EACH OCCURR~~E $ 1,000,000 -~- CLAIMS-MADE ~ OCCUR X ICPP0009819 12/20/2017 12/20/2018 DAMAGE TO RENTED 300,000 I PREMISES <Ea occurrence} ~$ ___ ---~·-- I I MED E_Xp /J;ny one '°"'§2'1L_J$ ___ 10,000 --------------- ! 1,000,000 -' ---------- I PERSONAL & ADV INJURY : $ ____ 2,000,000 I GEN'L AGGREGATE LIMIT APPLIES PER i I GENERAL AGGREGATE f $ _____ x-] D PRo-1 1 :,Z:000,000 __ POLICY _ JECT ! LOC PRODUCTS -COMP/OP AGG $ __ ----- : OTHER i ! '$ A I AUTOMOBILE LIABILITY I 1 ! COMBINED SINGLE LIMIT J 1,000,000 I ~c,<J.eatJ__ _ _ __ $ ____ ' CPP0009819 I ANY AUTO ' 12/20/2017 12/20/2018 BODILY_IN_JURY (Per persQ(lL $ -1 OWNED [--SCHEDULED -- AUTOS ONLY f _ AUTOS I B_ODILY lN_,/URY (Per_acc,denu. $_ ----I xJ ~lfTES°s ONLY --NON-ED I PROPERTY DAMAGE l $ )(_ AUTO~~L Y (Per ac9den_t)__ _ ---------- ' ' i ' $ i -~ UMBRELLA LIAB [ 1 OCCUR I EACH OC:CURR~NCE -=--~: _ r 1 CLAIM_5_:MADE j ------ EXCESS LIAB I _ AGGRE_(3AT_s__ --·------ OED I i RETENTION$ ! I i$ A I WORKERS COMPENSATION [cPP0009819 I 12120,2011 ' _JIER l X LOTH-AND EMPLOYERS" LIABILITY ~ TATU_TE ER 1,000,000 Y/N 1212012018 , E.L. EACH A_c;_g!)ENT ANY PROPRIETOR/PARTNER/EXECUTIVE , -1 $ 1 OFFICER/MEMBER EXCLUDED? N/A I ! EL. DISEASE -EA EMPLOYEE' $ 1,000,000 (Mandatory in NH) ,_ - ' I If yes, describe under I I i 1-------~------ DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 B ! Errors & Omissions/P !68023746 ' 03/14/2018 : 03/14/20191 1,000,000 I I I I I I DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES /ACORD 101, Addltional Remarks Schedule, may be attached if more space is required) The City of Carlsbad CA is an Additional Insured if required by written contract or agreement. Coverage is primary. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad Attn Sheila Cobian THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Clerk Services Manager 1200 Carlsbad Village Drive Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE ~.l-;...,i_ ...... ~ I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CPP 0009819 / COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s} Or Organi2:ation(s): AS REQUIRED BY WRITTEN CONTRACT IN THE STATE OF WA 99999 fnfonnaUon reoulred to ·comofete this Schedule. If not shown above, will be shown fn the Declaratlons. A. Section II -Who Is An Insured Is amended to include as an additional Insured the person(s) or organlzatlon(s) shown In the Schedule, but only with respect to liabUity for "bodily inJwy", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or. 2. In connection with your premises owned by or rented to you. However: 1. The Insurance afforded to such additional insured only applles to the extent permitted by law; and 2. If coverage provided to the additional Insured is required by a contract or agreement, the Insurance afforded to such additional Insured will not be broader than that which you are required by the contract or agreement to provide for such additional Insured. B. With respect to the Insurance affoofed to these adcffllonal Insureds. the foUl1Ning ls added to Section m -Limits Of Insurance: If coverage provided to the addilonal Insured Is required by a contract or agreement. the most we will pay on behalf· of the addlfbnal Insured Is the amount or insurance: 1. Required by the contract oragreement; or 2. Available under the a~r.able Limits of Insurance shown in the Dedarations; whichever Is less. This endorsement shall .not Increase the applicable Lfmlts of Insurance shown in the Declarations. CG 20 26 0413 © lnsur~n.ce Services Office,. l~c._, ~012 Page 1 of1 AGREEMENT FOR MUNICIPAL CODE CODIFICATION SERVICES QUALITY CODE PUBLISHING THIS AGREEMENT is made and entered into as of the 10'^ day of June, 2015, by and between tlie CITY OF CARLSBAD, a municipal corporation, ("City"), and Quality Code Publishing, a Limited Liability Company, ("Contractor"). RECITALS A. City requires the professional services of a publishing and legislative consulting service that is experienced in Municipal Code Codification Services. B. Contractor has the necessary experience in providing professional services and advice related to codification services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period ofthree (3) years from the date first above written. The City Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5 COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed Twenty-Nine Thousand Two Hundred Sixty Dollars ($29,260). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments and schedule for completion are outlined in Exhibit "B". City Attorney Approved Version 4/1/15 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating City Attorney Approved Version 4/1/15 in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of three years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life ofthe Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. City Attorney Approved Version 4/1/15 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period ofthree (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Shelley Collins Name Nancy L. Helmer Assistant City Clerk Title President Department City Clerk's Office Address 7701 15"^ Avenue N.W. City of Carlsbad Seattle WA 98117 Address 1200 Carlsbad Village Drive Phone No. 260-216-9500 Carlsbad CA 92008 Email nancyh(gqcode.us Phone No. 760-434-2917 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. City Attorney Approved Version 4/1/15 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not othenwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fonwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action ofthe City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and ofthe percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. City Attorney Approved Version 4/1/15 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part ofthe Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 ef seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 4/1/15 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California NancyJ B n here) er. President (print name/title) By: (sign here) (print name/title) Interim CityTTISTrag^r Kathryn B. Dodson ATTEST: BARBARA ENGL City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A-Bf^^^RTcity^ttorney kssistant City Attorney City Attorney Approved Version 4/1/15 EXHIBIT "A" SCOPE OF SERVICES The purpose of this recodification is to have a municipal code that is written in user-friendly, plain language with an emphasis on clarity and brevity. It should be easy for the layman to read, and understand what our laws are and how they are enforced. Sentences and descriptions need to be easy to understand. Omit the use of only acronyms, preferred format would be a combination, "Conditional Use Permit (CUP)". Confirm that any abbreviations used are common and familiar to the general public. The legal review is also an important aspect of this code update. 1. REPUBLICATION/RECODIFICATION. QCP will update, reformat and republish the Code as follows: 1.1. Editorial procedures. QCP will establish stylistic procedures for editing the republished code and future supplements, including making sure all code language is gender neutral, correcting out-of-date official job titles and department names and standardizing how numbers are expressed. 1.2. Editorial work. Following the established Editorial Procedures, the Code shall be carefully edited for proper code style, grammar, punctuation and spelling, as well as for numerical and editorial consistency. No substantive changes shall be made in the language of the code without the written authorization of the City. 1.3. Incorporate ordinances. QCP will incorporate into the code, in the appropriate places, all ordinances enacted subsequent to the last codified ordinance. The amended or repealed provisions will be removed and the new provisions inserted. 1.4. Index. QCP will prepare a detailed alphabetical subject index, referencing each section of the code. The cross-reference style and format of the index shall be set after consultation with the City. The City shall be the sole determiner of whether the index is sufficiently detailed; any additional levels of detail shall be provided at no charge to the City. 1.5. Proofreading. QCP will proofread the entire code for accuracy. QCP is responsible for the typographical correctness of the code. Any errors attributable to QCP will be corrected at no charge to the City, both in print and online. 1.6. Incorporate map, diagram, chart and table pages. QCP will incorporate into the code, in the appropriate places, all map, diagram, chart and/or table pages as requested by the City. 1.7. Statutory reference table. QCP will include a table listing state laws which pertain to, or affect, the City's local code provisions. City Attorney Approved Version 4/1/15 1.8. Ordinance list and disposition table. QCP will incorporate and update the existing table to accurately reflect the disposition of each ordinance. Repealed and omitted special ordinances will be so noted. Ordinances adopted but not codified shall also be listed for a sequential historical list. 1.9. Proof. Before printing, QCP will provide a proof copy of the republished/recodified code for City review and approval. 1.10. Stock. The code will be printed on 20 Ib. white bond paper or equivalent. The City may elect to have the code printed on one side of each sheet of paper, or on both sides. 1.11. Page style & format. The page style will be consistent with the format chosen by the City: 872 x 11 inches, one or two-column page style. 1.12. Printing. QCP will print the number of copies as specified by the City. Additional copies ofthe entire code, or portions thereof, may be ordered by the City as they are needed at a cost of $0.10 per impression. 2. SALE OF CODES. The city has exclusive rights to sell copies of the completed code and looseleaf supplements. However, if requested by the City, copies of the republished Municipal Code, with or without binders, shall be available for sale directly from QCP through the Website or toll free telephone number. QCP shall maintain an inventory of codes in order to insure all new code purchasers receive a current code at the time of purchase. QCP will also provide supplement subscription service. Since the number of pages in an individual supplement can vary, supplements will be sold to subscribers on a per supplement basis. 3. ELECTRONIC PUBLISHING & INTERNET SERVICE. 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 the code on the Internet at the same time that they send printed supplements. No license is required for the browse and search options. 3.1. Online code updating service. QCP's 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 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. 3.2. Code on CD-ROM. Subscribers to the electronic publishing services will receive an electronic copy of the code on CD in MS Word. As the code is updated, an updated CD/DVD will be sent to the City along with the printed supplement. PDF files containing the exact images ofthe 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. City Attorney Approved Version 4/1/15 4. ONE TIME LEGAL REVIEW. 4.1. Materials. QCP's attorneys will carefully organize and review the City's materials, including: the City's current Code, Charter and all existing ordinances of a general and permanent nature or which impose a fine, penalty or forfeiture. 4.2. Charter comparison. The code and ordinances will be compared against the Charter and Charter amendments, if any, to identify conflicts or discrepancies between provisions. 4.3. Statutory and case law comparison. Every code provision will be compared against state statutes and current, relevant, federal and state case laws to identify conflicts, inconsistencies, preemptions and other potential problems. 4.4. Internal comparison. The code and ordinances will be examined for internal discrepancies such as outdated fees, vague or awkward language, inaccuracies, duplications and conflicts with other ordinances. 4.5. Report. The results of the above will be presented to the City in a written report for review at the convenience of the City's representatives. Where conflicts, problems or inconsistencies are noted, QCP's attorneys will include relevant statutory or case citations, plus specific recommendations for corrective measures. 4.6. Schedule for Completion. The final report will be delivered to the City three (3) months after authorization to proceed has been received from the City. 5. SUPPLEMENT SERVICES. QCP will provide ongoing updates for the City, on a quarterly schedule. Ordinances will be forwarded to QCP as they are adopted. New ordinances will be codified to match the style of the code and all history notes, cross references, tables and indexes shall be updated. Priorto beginning a regularly scheduled supplement, QCP will contact the City Clerk to confirm that QCP has received all the necessary ordinances. QCP's editors will prepare each supplement by completing the following steps: 5.1. Editing. QCP will confirm with the City that they have received all ordinances. 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 will be deleted from the code text. Any conflicts, inconsistencies, duplications, or discrepancies created by the new material shall be brought to the attention of the City prior to initiating the code update. 5.2. Update related parts. All history notes, tables, cross-references and index entries will be updated to reflect the new material. 5.3. Update map, diagram, chart & table pages. QCP will update map, diagram, chart and table pages to reflect new material. 5.4. Insertion guide. Each supplement will include a page with instructions for inserting the new pages and removing obsolete ones. City Attorney Approved Version 4/1/15 10 5.5. Proof for approval. If requested, QCP will provide a proof of the code text to the City pnor to printing the supplement. 5.6. Publish supplement pages. The revised pages will be typeset to match the style and format ofthe code. The supplement will be printed in the quantity specified by the City. 5.7. Electronic copy of code on CD-ROM. QCP will provide an updated copy of the code on CD in MS Word format, after each printed supplement. 5.8. Internet publishing. QCP shall publish new supplements on the Internet upon completion of the supplements. 5.9. Proofreading. Any errors attributable to QCP will be corrected and replacement pages shipped to the City, at no charge to the City. 5.10. Frequency. The City may choose to supplement the code quarterly or on an "as- needed" basis. The City may change the supplement interval in writing at any time. Frequency of supplementation does not affect the supplement rate. City Attorney Approved Version 4/1/15 11 EXHIBIT "B" SCHEDULE FOR COMPLETION Republication/Recodification 3-4 Months (Deliverables by September 30) Create searchable database and post code to Internet (3-5 days after code delivers) Legal Review 2-3 Months (to follow republication) (Deliverables by December 31) Supplemental turnaround time 20-30 business days COST AND PAYMENT SCHEDULE Republication/Recodification $9,240.00 Tabbed divider pages without mylar reinforced tab extensions (5 sets) N/C Binders - custom embossed D-Ring @ $75.00 each (5 binders) $ 375.00 Creation ofthe searchable database N/C Internet one-time setup fee N/C CD of entire updated code in MS Word and PDF of exact code pages $ 25.00 TOTAL $9,640.00 Paid upon receipt of deliverables. Legal Review (flat fee) $3.000.00 TOTAL $3,000.00 Paid upon receipt of deliverables. Shipping and handling will be prepaid by QCP and invoiced to the City upon delivery. ANNUAL COST: The following is an estimate based on average number of ordinances (20) and supplements (quarterly), also includes Code Alert updates: Item Unit Cost Quantity Total Cost Supplement per page $18.50 50 pages/supp $925.00 Internet Updating: 1='50 pages® $75.00 $75.00 Over 50 pages $1.00 0 pages $0.00 Internet storage - semiannual charge $40.00 3 months $120.00 CD-ROM $25.00 1 $25.00 Shipping & handling $15.00 Sub-Total - per supplement $1,160.00 Annual service w/o CodeAlert x 4 supp/year $1,160.00 4 supplements $4,640.00 Plus Optional service: CodeAlert - monthly $25.00 12 months $300.00 CodeAlert - per ordinance $30.00 20 ords/year $600.00 TOTAL ANNUAL SERVICE w/CODEALERT $5,540.00 12 City Attorney Approved Version 4/1/15 Donna Heraty From: Donna Heraty Sent: Monday, July 06, 2015 9:36 AM To: 'nancyh@qcode.us' Cc: Shelley Collins Subject: FW: Form 700 - Conflict of Interest Dear Consultant: Regarding your agreement with the City of Carlsbad for municipal code codification services - // your agreement states: Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interest in all four categories. It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement for this agreement with the CityofCarlsbad. A copy of this email will be added to your file memorializing this decision. Should you have any questions, please do not hesitate to contact me. Kindest regards. Ccityof Carlsbad Shelley Collins, CMC Assistant City Clerk City Clerk's Office City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008-1949 www.carlsbadca.gov 760-434-2917 I Shellev.Collins(S)carlsbadca.gov Facebook | Twitter | You Tube j Flickr | Pinterest | Enews 1635 FARADAY AVENUE CARLSBAD.CA 92008 (760) 602-2495 (760) 602-8553 fax business.license@carlsbadca.gov CITY OF CARLSBAD APPLICATION FOR BUSINESS LICENSE PLEASE CHECK THIS BOX IF I—I HOME BASED BUSINESS —' FEE SCHEDULE ON REVERSE SIDE BUSINESS NAME: Q ;-VM C O A<rPtA.\o\ \ S»V\ \ BUSINESS PHONE: (ao(^ ) AlU ^S'OQ OWNER OR CORP. NAME: C^v^o^•X^ CcA^.'~?u^c.U^. BUSINESS ADDRESS: 17 0 1 IS^b ^^,4> ^Ai^<. M i)^::> (No. P.O. Boxes or Personal Mail Boxes-PMB) (Number) (Street) MAILING ADDRESS: (If different) (City) , (Suite No.) (State) (Zip Code) (Number) (Street) (Suite No.) (City) (State) (Zip Code) EMERGENCY PHONE: (.aoCfl^^g'O 3.^ S" EMERGENCY CONTACT: ^^io.v^^ L He-lwNe,»;L TYPE OF ORGANIZATION: (Check One) DATE BUSINESS STARTED IN CARLSBAD: Cg / i 8" / i S" SOLE PROPRIETORSHIP PARTNERSHIP CORPORATION LLC X APPLICANT NAME/ADDRESS: (OWNER OR IF PARTNERSHIP/CORP, GIVE NAMES OF PARTNERS OR CORP. OFFICERS) CTITLE) fTITLE) (NAME) (NAME) (NAME) (ADDRESS).J (ADDRESS) (ADDRESS) (CITY/STATE) (ZIP) (CITY/STATE) (ZIP) (CITY/STATE) (ZIP) (PHONE) (PHONE) (PHONE) BUSINESS DESCRIPTION: CoA;^'.coir;ovx/7*JaU&Utw^ I r. i. A ^ crv C.'Xit^ ^ COUW-VIPC (PLEASE BE SPECIFIC) ' O (PLEASE BE SPECIFIC) PROVIDE THE FOLLOWING WHERE APPLICABLE: E-MAIL ADDRESS: STATE SALES TAX NUMBER STATE CONTRACTOR LICENSE NUMBER CLASS FEDERAL TAX l.D. NUMBER STATE EMPLOYER IDENTIFICATION NUMBER CA DRIVERS LICENSE SOCIAL SECURITY NUMBER FLAT FEE LICENSE AMOUNT GROSS RECEIPTS LICENSE ESTIMATED GROSS RECEIPTS i3,0 0 O- OQ DIVIDE BY 1000 /1000 SUB TOTAL MULTIPLY BY TAX RATE x ' SS* SUBTOTAL ADD BASE FEE SUBTOTAL LATE PENALTY (25% to 50%) STATE MANDATED FEE TOTAL **MINIMUM LICENSE FEE IS $31.00** MAKE CHECKS PAYABLE TO: C/7Y OF CARLSBAD AND RETURN WITH APPUCATION + $25.00 d + $1.00 3i .aa ADDITIONAL TRUCKS @ 3/5 EA LATE PENALTY (25% to 50%) STATE MANDATED FEE TOTAL + $1.00 PROFESSIONAL FEE LICENSE NO. OF PROFESSIONALS, MULTIPLY SUBTOTAL LATE PENALTY (25% to 50%) STATE MANDATED FEE TOTAL X $50.00 + $1.00 ^ ^ DAY OF ^u^vN 4^ aoiS" . I. NJg^wc-. L Ue.\yv\e.R (Day) (Month) (Year) -J (Print full name) REUNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT. EXECUTED THIS D UO WV'^ (^ TITLE £ License # Exp. Date OFFICE USE ONLY NAICS # Charge Code Bus. Location,