HomeMy WebLinkAboutReso 2001-365
RESOLUTION NO. 2001- 3L,.5
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, AWARDING A BID TO
GENERAL CODE PUBLISHERS, FOR CODIFICATION
SERVICES INCLUDING ELECTRONIC ACCESS (PC/CODE
BOOK AND CODE ON THE INTERNET), SUPPLEMENTATION
SERVICES AND INDEXING OF MINUTES; APPROVING THE
CONTRACT ATTACHED HERETO AS ATTACHMENT "A"; AND
AUTHORIZING THE MAYOR TO EXECUTE SAID CONTRACT;
AUTHORIZING THE CITY MANAGER, CITY ATTORNEY, AND
CITY CLERK TO DO ALL THINGS NECESSARY TO
EFFECTUATE SAID CONTRACT; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City of Sunny Isles Beach is in need of codification services
including electronic access (PC/Code Book and Code on the Internet), supplementation
services, and indexing of minutes; and
WHEREAS, the City of Sunny Isles Beach noticed Request for Proposals No.
01-06-01 for qualified companies capable of providing these services, which bids were
opened on July 10, 2001 with five companies responding; and
WHEREAS, the City of Sunny Isles Beach wishes to award the bid to General Code
Publishers and enter into a contract with them.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Authorization of City Manager to Award the Bid. The City Manager is
hereby authorized to award the bid to General Code Publishers,
Section 2. Approval of Contract. The Agreement between General Code Publishers
and the City of Sunny Isles Beach for Codification Services including electronic access
(PC/Code Book and Code on the Internet), supplementation services, and indexing of
minutes, attached hereto as Attachment "A", be, and the same, is hereby approved.
Section 3. Authorization of Mayor to Sign the Agreement. The Mayor is hereby
authorized to execute the Agreement.
Section 4. Authorization of City Manager, Clerk Attorney, and City Clerk. The City
Manager, City Attorney, and City Clerk are hereby authorized to do all things necessary
to effectuate said contract.
R2001- General Code Publishers
Section 5.
adoption.
Effective Date. This Resolution shall become effective immediately upon
PASSED AND ADOPTED this 20th day of Septe
ATTEST:- "
~~A"~~(1,.L.L
llichard Brown-MQrilla, City Clerk C\ ~
APPRQVEDAS TO FORM AND
LEGAL SUFFICIENCY
Second by:
Vt c ~ rY\f\-Yo~ t\ftU FFMftAj
C.Oh'\rY\\<';<;: \ OoUC- aELC.Uf
Moved by:
VOTE: 5-0
Mayor Samson
Vice Mayor Kauffman
Commissioner Edelcup
Commissioner Goodman
Commissioner Iglesias
V(Yes)
't::JY es)
(Yes)
~Yes)
_(Yes)
_(No)
_(No)
_(No)
_(No)
_(No)
R2001- General Code Publishers
2
ATTACHMENT "A"
CONTRACT
between
GENERAL CODE PUBLISHERS CORP.
and the
CITY OF SUNNY ISLES BEACH, FLORIDA
Section 1.
General Provisions.
This contract provides for the performance and delivery by General Code Publishers Corp., in
return for the consideration stated herein, of the specialized professional codification services
enumerated herein, having been entered into between the City of Sunny Isles Beach, in the
County of Miami-Dade, State of Florida, hereinafter termed "Municipality," and General Code
Publishers Corp" hereinafter termed "GCP," whose principal office is located in Rochester, New
York.
Section 2.
Material to be Included.
The material to be codified shall be the body of administrative and regulatory legislation enacted
by the Municipality, including any amendments thereto, that is general and permanent in nature,
in existence and in full force and effect up to 450 pages (a page being a printed side of a sheet of
paper).
Section 3. Project Specifications.
A. Collection of basic documents.
B. Initial Editorial Conference.
C. A Manuscript ofthe Municipality's legislation, three copies of which shall be provided to the
Municipality.
D. A Critique of the Municipality's legislation, three copies of which shall be provided to the
Municipality for review by the Municipality and its counsel.
E. Organization, editing, stylization and formatting of the text of the Municipality's legislation.
F. A comprehensive Code Index.
G. 25 hard-cover, loose-leaf copies of the Code, including preprinted tab dividers.
H. GCP Samples Legislation Library.
1. A Disposition List indicating the final disposition of the Municipality's legislation, one copy
of which shall be provided to the Municipality.
J. Materials to assist the Municipality in the adoption of the Code, two copies of which shall be
provided to the Municipality.
K. A GCP Reference Guide, one copy of which shall be provided to the Municipality.
General Code Publisher Contract with the City of Sunny Isles Beach
L. Identification of duplications, conflicts and inconsistencies between or within vanous
chapters of the Code.
M. Identification of areas where there appear to be conflicts or inconsistencies with Florida
Statutes.
N. A final review of the project to ensure satisfaction, to discuss effective use of the Code and to
establish a system for maintenance thereof.
Section 4.
Responsibility of GCP.
GCP shall be responsible for the performance of the services enumerated in Section 3 above in
accordance with the schedule set forth in Section 6 below.
GCP shall be responsible for the correctness and accuracy of its work, based upon the material
and information supplied by the Municipality, as reflected in the completed codification
delivered to the Municipality. Regardless of the Municipality's acceptance of completed
materials when delivered, GCP shall correct errors found either by the Municipality or GCP.
GCP's liability for all services shall be as set forth in Section 12.
Section 5. Responsibility of Municipality.
The Municipality shall be responsible for the correctness and accuracy of the information it
supplies to GCP, for providing GCP with timely decisions and answers to questions raised by
GCP, and for the prompt payment of invoices as provided herein.
The Municipality shall also be responsible for completing its work in accordance with the
schedule set forth in Section 6 below. In the event of any "unauthorized delays" (as defined in
Section 7C below) on the part of the Municipality in performing its obligations hereunder, the
Municipality shall be responsible for any additional charges incurred as a result of such delays.
Section 6.
Performance Schedules.
A. Time Schedule.
1. Submission of materials by Municipality: within 14 days of signing,
2. Initial telephone conference: within 21 days of receipt of the materials.
3. Submission ofthe Manuscript and Critique: within 12 weeks of receipt of materials.
4. Submission by the Municipality of all desired changes to the Manuscript: within 10
weeks of submission of the Critique and Manuscript.
5. Delivery of Draft and delivery of Code volumes: within 16 weeks of approval to proceed
with the publication of the Code (this time allows the Municipality 2 weeks to review the
Draft).
B. Adjustments to Schedule. Upon the mutual consent of the Municipality and GCP, the above
time schedules may be changed or extended as provided in Section 13.
General Code Publisher Contract with Sunny Isles Beach 2
C. Unauthorized Delays. In the event of any unauthorized delay on the part of the Municipality,
GCP may impose delay charges upon providing notice thereof to the Municipality. An
"unauthorized delay" shall mean any delay not authorized as set forth in Section 7B.
Section 7. Prices and Payment Procedures.
A. Initial Project Price,
The price for the codification project outlined above shall be $8,700. If the finished Code
exceeds 450 pages, there will be an additional charge of $18 for each additional page in
excess of 450.
Should the Municipality require more time to review the Critique and Manuscript than that
set forth in Section 7 A, extensions of the review period are available for an additional $100
per week.
The price for the base license for PC/CodeBook, (a Folio@Infobase product version of the
new City Code allowing for instantaneous searches) with up to 20 concurrent users on a
network, 20 individual installations, or a combination, for government use, shall be $1,250.
Additional licenses are available for a nominal fee. After the first year of this agreement there
shall also be an annual licensing and tech-support fee of $150 for PC/CodeBook.
GCP will uppload PC/CodeBook onto the Internet at NO CHARGE to the City using E-
Code, (a Folio@ version of the City Code on the Internet); including hosting the City's Code,
and provide the City with the ability to link its own web site, if applicable. A maintenance
charge of $25 per month for E-Code will apply for storage and uploading revisions of the
City Code onto the Internet.
The price for Indexing Summary Minutes from standard text pages of up to 8Y; by 14 inches
is $0.20 per image. GCP will furnish the City CD(s) if the City's Minutes with LaserFiche@
Viewer software allowing for instantaneous full text searches.
B. Payment Schedule. Payments shall be required in accordance with the following schedule:
25% of the contract price shall be invoiced within 30 days from contract signing,
25% of the contract price shall be invoiced upon submission ofthe Critique.
25% of the contract price shall be invoiced upon submission of approval to proceed with
publication of the Code.
25% of the contract price shall be invoiced upon delivery ofthe Codes to the Municipality.
C. Prices for Additional Services.
1. Additional Pages. If the finished Code exceeds 450 pages, there will be an additional
charge of $18 for each additional page in excess of 450.
2. Appendix Material. Material that is not general and permanent administrative or
regulatory legislation, as set forth in Section 2, can be included in the Appendix to the
General Code Publisher Contract with Sunny Isles Beach 3
Code at the request of the Municipality. Appendix material shall be billed at the standard
rate being charged by GCP for supplementation at the time the Code is published.
3. Specially Composed or Duplicated Material. Specially composed or duplicated material
which is included in the Code and which requires other than straight-line type, including
but not limited to maps, charts, drawings and pictures, shall be billed at GCP's standard
rate for specially composed or duplicated material.
4. Variations from Standard Methods or Procedures. Variations from GCP's standard
methods and procedures, including but not limited to organizational system, stylization
and special formatting, must be requested by the Municipality, in writing, specifying the
exact nature of the desired variations. GCP will accommodate such variations wherever
possible, with any additional charges for such variations, as determined by GCP and
approved by the Municipality, to be paid by the Municipality.
5. Special Binders. Variations from the standard binders used by GCP, including cover
material, Seals, metals, or colors, can be made available upon the request of the
Municipality. Any extra expense fOf such variations shall paid by the Municipality.
6. Additional Printed Copies. Additional copies of any of the printed materials provided
hereunder, including but not limited to the Manuscript, Critique, Code or pamphlets, can
be made available to the Municipality upon request. The charges for such additional
printed copies, as determined by GCP and approved by the Municipality, shall be paid by
the Municipality upon delivery of any such additional printed materials.
D. On-Going Maintenance. After initial publication of the Codes, the charges associated with
supplementation of the Code, the maintenance of PC/CodeBook and E-Code if purchased, or
any other services requested by the Municipality shall be paid by the Municipality upon
delivery of the services or products and submission of an invoice/voucher by GCP.
E. Terms. All payments shall be made within 30 days of receipt of the invoice/voucher. The
Municipality shall not discount nor withhold any portion of the amount for any reason. Late
payments will be charged interest at the rate of 1.5% for each month or part thereof that such
payment is in arrears.
General Code Publisher Contract with Sunny Isles Beach 4
Section 8.
Software
If software is being delivered pursuant to this contract, the Software is being licensed to the
Municipality pursuant to a License Agreement (the "License") between the publisher of the
software and the Municipality. The Municipality agrees that all terms, conditions and limitations
set forth in the License shall apply to this contract as it relates to the Software. In the event of any
conflict between this contract as it relates to the Software and the License, the License shall
prevail.
Section 9. Delivery of Completed Materials.
GCP will deliver completed materials via USPS, UPS, motor freight, air freight, FTP or
whichever method offers the most efficient delivery at the time. Delivery, handling, packaging,
insurance and/or shipping charges will be prepaid by GCP and added to the invoice/voucher for
services to be paid by the Municipality.
Section 10. Title; Copyright.
A. The Municipality will retain all rights, including copyrights, and title to the Code, but hereby
grants to GCP the right and license to use, reproduce, adapt, distribute, display and advertise
the Code for any and all of the purposes enumerated herein during the term of this contract.
B. All computer software and other intellectual property of GCP used in performing any of the
services set forth in this contract shall remain the property of GCP.
Section 11. Term and Termination.
A. The initial term of this contract, unless sooner terminated as hereafter provided, shall be for
one year, commencing on the date hereof, and will then be automatically extended for
additional successive one-year periods unless either party notifies the other in writing not less
than 90 days prior to the end of the initial term or any extension period that the contract will
not be extended.
B. Either party shall have the right to terminate this contract with immediate effect if the other
party fails to cure to such party's reasonable satisfaction any material breach or violation of
this contract within 60 days after such party has given the other written notice thereof.
C. Upon termination of this contract, all finished work prepared by GCP under this contract
shall, at the option of the Municipality, become its property, and GCP shall be entitled to
receive just and equitable compensation for all services performed.
General Code Publisher Contract with Sunny Isles Beach 5
Section 12. Warranties; Limitations.
A. GCP warrants that the services provided hereunder will be performed by qualified personnel
in a good and workmanlike manner and that any deliverables will be free of material defects.
GCP's liability and the Municipality's exclusive remedy for failure of any service or
deliverable to meet this warranty shall be limited to reperformance, at GCP's cost, of such
service or deliverable. GCP's warranty does not extend to failures arising out of (i) incorrect
or insufficient data, specifications or instructions provided by the Municipality or (ii) work or
services performed by others.
B. The foregoing warranties are in lieu of all other warranties, whether oral, written, express,
implied or statutory. Implied warranties of fitness and merchantability shall not apply. GCP's
warranty obligations and the Municipality's remedies thereunder are solely and exclusively as
stated herein.
C. The limitations and protections against liability afforded GCP herein shall apply to any action
or claim in connection with the services, whether based on contract, tort, statute or otherwise
(including negligence, warranty and strict liability). The cumulative liability of GCP for all
obligations, warranties and guaranties, whether express or implied, with respect to services
performed hereunder, shall be limited the amount paid to GCP pursuant to this contract. GCP
shall not be liable to the Municipality or any other person or entity for indirect, special,
incidental, punitive or consequential damages arising from the performance or
nonperformance of services, irrespective of whether the claims or actions for such damages
are based upon contract, tort, negligence, strict liability, warranty or otherwise.
D. No action may be maintained or proceeding commenced by the Municipality or others against
GCP with respect to services unless such action or proceeding is commenced within one year
after completion by GCP of the particular services to which such action or proceeding relates.
Section 13. Changes.
The Municipality may at any time request changes in the scope of this contract. Moreover, GCP
may suggest changes. Where changes are agreed to by the parties, GCP shall issue a Change
Order for the Municipality's review and signature describing the changes as well as the
adjustments in schedule and fees occasioned by the changes in scope. GCP shall not be required
to implement any change until the Municipality has signed and returned the Change Order.
Section 14. Notices.
All notices and other communications which are required or permitted to be given pursuant to
this contract shall be in writing and shall be delivered either personally, by facsimile, by
reputable overnight courier or by registered or certified mail and shall be deemed effectively
received (i) if delivered in person, on the date of such delivery, (ii) if transmitted by facsimile, on
the date indicated on the sender's receipt of confirmation, (iii) if delivered by overnight courier,
on the next business day following deposit thereof with such overnight courier, or (iv) if sent by
General Code Publisher Contract with Sunny Isles Beach 6
mail, upon the third business day following the deposit thereof, postage prepaid to the party to be
notified at such party's address as set forth below:
If to the Municipality, to:
City of Sunny Isles Beach
17070 Collins Avenue, Suite 250
Sunny Isles Beach FL 33160
Attention: Christopher J. Russo, City Manager
FAX No.: 305-949-3113
and also to:
City of Sunny Isles Beach
17070 Collins Avenue, Suite 250
Sunny Isles Beach FL 33160
Attention: Lynn M. Dannheisser, City Attorney
FAX No.: 305-949-3113
Ifto GCP, to:
General Code Publishers
72 Hinchey Road
Rochester, NY 14624
Attention: Lyle Kitt, Vice President
FAX No.: (716) 328-8189
or to such other address or individual as either party shall have theretofore designated.
Section 15. Force Majeure.
If any performance by any party shall be prevented, hindered or delayed by reason of any cause
beyond the reasonable control of such party (such event being hereafter called an "event"),
including, without limitation, acts of God, riots, fires, floods, unusually severe weather,
curtailment or termination of sources or supplies of energy or power, inability to obtain or delay
in obtaining materials or supplies, strikes or other disputes involving such party or its
subcontractors or suppliers, acts of war, insurrection, civil umest, riot or disorder, acts of
governmental authorities, changes in law or regulation, or any other cause beyond the reasonable
control of such party, whether similar or dissimilar to those expressed hereinabove, such party
shall be excused from performance to the extent that its performance is so prevented, hindered or
delayed. Such excuse from performance shall extend so long as the event continues to prevent,
hinder or delay the performance by such party. The party whose performance is affected shall
give the other parties notice within 15 days of the event specifying the event, the performance
affected and the anticipated date, if any, performance can be made.
General Code Publisher Contract with Sunny Isles Beach 7
Section 16. Disclaimer of Association.
This contract shall not be construed as creating a partnership, joint venture, agency or any other
association which would impose upon one party liability for the acts or omission of the other, and
neither party shall have the right to bind the other.
Section 17. No Waiver.
Any failure by either party hereto to enforce at any time any term or condition under this contract
shall not be considered a waiver of that party's right thereafter to enforce each and every term
and condition of this contract.
Section 18. Governing Law and Dispute Resolution.
The parties mutually agree to seek mediation as the preferred alternative of dispute resolution in
the event of any disagreement over the terms of this contract. The validity of this Agreement and
the interpretation and performance of all of its terms shall be construed and enforced in
accordance with the laws of the State of Florida. The location of any action or proceeding
commenced under or pursuant to this Agreement shall be in Miami-Dade County, in the State of
Florida.
Section 19. Entire Contract; Amendment.
This contract shall constitute the entire contract between GCP and the Municipality for the
services described hereunder; and it shall not be amended, altered or changed, except by a written
amendment signed by both parties hereto or by Change Order as set forth in Section 13. In no
event shall transactions hereunder be subject to any affirmation of fact or promise which relates
to the application, performance or description of the services unless such affirmation of fact or
promise is in writing and signed by both parties, Any terms and conditions of any purchase order
or other form or document issued by the Municipality, irrespective of their materiality, which are
either different from, or additional to, the terms and conditions expressed herein are objected to
and are excluded unless expressly agreed to in writing by GCP.
Section 20. Mutual Contract.
This contract embodies the arm's-length negotiation and mutual contract between the parties
hereto and shall not be construed against any party as having been drafted by it.
Section 21. Counterparts.
This contract may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same contract.
Section 22. Effectiveness; Binding Effect.
This contract shall become effective as to each party hereto when and only when this contract
shall have been executed by such party; provided, however, that this contract shall be null and
void ab initio as to each party hereto in the event that both parties hereto shall not have executed
General Code Publisher Contract with Sunny Isles Beach 8
this contract within 60 days of the date upon which one party hereto shall have executed this
contract.
GENERAL CODE PUBLISHERS HEREBY CERTIFIES that there is no intermediary involved
between the parties and that there are no state or federal taxes included in any of the above
charges,
IN WITNESS WHEREOF, both General Code Publishers and the authorized representative of
the Municipality have hereunto set their official signatures, at which time this contract shall take
full force and effect.
H, FLORIDA
By:
Mayor David Samson
Richard Brown-Morilla, Ci~y Clerk
Date: &'f--\a~ 20 2nO,
)
Date:
~ 'LO}2I:XJ1
::NERAL COqM;:E~ CORP.
Title: ~\t"J~ ~~~ V
Date: lv- ~\
Title:
~
Date:
General Code Publisher Contract with Sunny Isles Beach 9
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INDIVIDUAL SOFfW ARE LICENSE AGREEMENT
This is a legal agreement between you (either an individual or an entity), the end user, and General Code Publishers Corp.
COPYRIGHT. The software is owned by General Code Publishers Corp. or its suppliers and is protected by United States copyright
laws and international treaty provisions and all other applicable national laws. Therefore, you must treat the software like any other
copyrighted material (e,g., a book or musical recording) except that you may either (a) make one copy of the software solely for
backup or archival purposes, or (b) transfer the software to a single hard disk provided you keep the original solely for backup or
archival purposes. You may not copy the written materials accompanying the software. Reproduction or translation of any part of the
software without the express written permission of General Code Publishers Corp. is unlawful. Requests for permission or further
infonnation should be addressed to General Code Publishers Corp. ,
GRANT OF LICENSE. This License Agreement permits you to use one copy of the specified version of the software product
identified above on any single computer, provided the software is in use on only one computer at any time (this is a single user
product - for each licensed use of the software which you have purchased, only one person may access the software at any given
time). If you have multiple Licenses for the software, then at any time you may have as many copies of the software in use as you
have Licenses. The software is "in use" on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the
pennanent memory (e.g., hard disk. CD ROM, or other storage device) of that computer, except that a copy installed on a network
server for the sole purpose of distribution to other computers is not "in use." If the anticipated number of users of the software will
exceed the number of applicable Licenses, then you must have a reasonable mechanism or process in place to assure that the number
of persons using the software concurrently does not exceed the number of Licenses. If the software is pennanently installed on the
hard disk or other storage device of a computer (other than a network server) and one person uses that computer more than 80% of
the time it is in use, then that person may also use the software on a portable home computer. For information regarding multiple
users and/or use of the software on a network, contact General Code Publishers Corp.
OTHER RESTRICTIONS. You may not and you may not permit others to (a) disassemble, decompile or otherwise derive source
code from the software, (b) reverse engineer the software, (c) modify or prepare derivative works of the software, (d) copy the
software, except to make a single copy for archival purposes only, (e) rent or lease the software, (0 use the software in an on-line
system. (g) use the software in any manner that infringes the intellectual property or other rights of another party, or (h) transfer the
software or any copy thereof to another party, unless you transfer all media and written materials in this package and retain no copies
of the software (including prior versions of the software) for your own use.
LEGAL DISCLAIMER. The software is designed to provide accurate and authoritative infonnation in regard to the subject matter
covered. It is sold with the understanding that General Code Publishers Corp. is not engaged in rendering legal or other professional
services. If legal advice or other expert assistance is required, the services of a competent professional should be sought.
LIMITED WARRANTY AND LIMITATION OF LIABILITY. For a period of 60 days from the date the software is acquired by
you, General Code Publishers Corp. warrants that the media upon which the software resides will be free of defects that prevent you
from loading the software on your computer. General Code Publishers Corp. 's sole obligation under this warranty is to replace any
defective media, provided that you have given General Code Publishers Corp. notice of the defect within such sixty-day period. The
software is licensed to you on an "AS IS" basis without any warranty of any nature. General Code Publishers Corp. disclaims all
other warranties, expressed or implied, including the implied warranties of merchantability and fitness for a particular purpose.
General Code Publishers Corp. shall not be liable for any damage or loss of any kind arising out of or resulting from your possession
or use of the software (including data loss or corruption), regardless of whether such liability is based in tort, contract or otherwise. If
the foregoing limitation is held to be unenforceable, General Code Publishers Corp.'s maximum liability to you shall not exceed the
amount of the License fees paid by you for the software. The remedies available to you against General Code Publishers Corp, under
this Agreement are exclusive. Some states do not allow the limitation or exclusion of implied warranties or liability for incidental or
consequential damages, so the above limitations or exclusions may not apply to you.
GENERAL
[<<I) I)~
PUBLISHERS
72 Hinchey Road
Rochester, NY 14624
(800) 836-8834 . (716) 328-1810
Fax: (716) 328-8189