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R-07-12-06-9A1 - 12/6/2007 RESOLUTION NO. R-07-12-06-9A 1 WHEREAS, the City of Round Rock desires to retain professional recodification services - print and online version of the Code of Ordinances, and WHEREAS, Municipal Code Corporation has submitted an Agreement for Recodification Services to provide said services, and WHEREAS, the City Council desires to enter into said agreement with Municipal Code Corporation, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Recodification Services with Municipal Code Corporation, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended RESOLVED this 6th day of December, 20 vi �) NY WELL, Mayor C ty of Round Rock, Texas ATTEST: BJJj4-1 SARA L. WHITE, City Secretary O:\wdox\RESOLUTI\R71206A1.WPD/nnc CITY OF ROUND ROCK AGREEMENT FOR RECODIFICATION SERVICES WITH MUNICIPAL CODE CORPORATION THIS AGREEMENT FOR RECODIFICATION SERVICES, made and entered into this day of 20 , (hereinafter referred to as the "Agreement") by and between the CITY OF ROUND ROCK, TEXAS, a Texas home-rule municipality with offices located at 221 East Main Street, Round Rock, Texas 78664 (hereinafter referred to as the "City"), and MUNICIPAL CODE CORPORATION, a corporation duly authorized and existing under the laws of the State of Florida(hereinafter referred to as "MCC"). RECITALS: WHEREAS, the City desires the services of a qualified contractor to provide an initial recodification of the existing Code of Ordinances, 1995 Edition, of the City of Round Rock, and to thereafter provide periodic codification, maintenance, publication, and update services for ordinances and related activities; and WHEREAS, MCC has shown in its Response to Request for Proposals 07-04 issued by the City that can provide the services desired without changing the City's current processes, adding software,resources, or people; NOW, THEREFORE,WITNESSETH: That for and in consideration of the mutual; promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. DEFINITIONS A. Agreement means the binding legal contract between City and MCC whereby MCC is obligated to furnish specified goods, equipment and/or services, and City is obligated to pay for said goods, equipment and/or services. The instant Agreement includes the following: (a) City's Request for Proposals designated as RFP 07-040, Specification Number 07-961-12 dated August 2007; (b) MCC's Response to RFP; (c)the contract award; and (d) any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference in the following order: (1) This Agreement; (2) Purchaser's Response to RFP; (3) City's Request for Proposals, exhibits, and attachments. B. City means the City of Round Rock, Williamson and Travis Counties, Texas. 00123311/ps FEXXHIBIT "An C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. E. Goods mean the specified services, supplies, materials, or equipment. G. Subcontractor means any person or business enterprise providing goods, equipment, labor, and/or services to MCC if such goods, equipment, labor, and/or services are procured or used in fulfillment of MCC's obligations arising from an agreement with City. H. MCC means Municipal Code Corporation or any of its successors or assigns. 2. EFFECTIVE DATE,DURATION,AND TERM A. This Agreement shall be effective on the date it has been signed by both parties hereto, and shall remain in full force and effect unless and until it expires by operation of the term stated herein, or until terminated or extended as provided herein. B. The term of this Agreement shall be for an initial term of sixty (60) month from the effective date. Prices shall be firm for the duration of the terms of this Agreement, except as otherwise provided for herein. This Agreement may be renewed for two (2) additional periods not to exceed twelve (12) months for each renewal, only upon the express written agreement of both parties and only provided MCC has performed each and every contractual obligation specified in this Agreement. C. City reserves the right to review MCC's performance at any time during the initial agreement period or any renewal periods, and may elect to terminate this Agreement with or without cause or may elect to continue. 3. CONTRACT DOCUMENTS AND EXHIBITS City selected MCC to supply the goods and services as outlined in the Response to RFP submitted by MCC and, RFP 07-040, Specification Number 06-961-12 dated July 2007, all as specified in Exhibits "A" and `B," respectively, attached hereto and made a part hereof for all purposes. The intent of these documents is to formulate an Agreement listing the responsibilities of both parties as outlined in the RFP and as offered by MCC in its Response to the RFP. The goods and services which are the subject matter of this Agreement are described in Exhibits "A" and`B" and, together with this Agreement, comprise the total Agreement and they are as fully a part of this Agreement as if repeated herein in full. 2 4. ITEMS AWARDED All bid items on Exhibit`B"are awarded to MCC. 5. PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to MCC will be made within thirty(30) days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later. MCC may charge a late fee of one percent (1%) for payments not made in accordance with this Prompt Payment Policy; however, this Policy does not apply to payments made by City in the event: A. There is a bona fide dispute between City and MCC concerning the supplies, materials, or equipment delivered or the services performed which causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between any of the parties and subcontractors or between a subcontractor and its suppliers concerning supplies, materials, or equipment delivered or the services performed which causes the payment to be late; or D. Invoices are not mailed to City in strict accordance with instructions, if any, on the purchase order or the Agreement or other such contractual agreement. 6. GRATUITIES AND BRIBES City may, by written notice to MCC, cancel this Agreement without liability if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by MCC or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, MCC may be subject to penalties stated in Title 8 of the Texas Penal Code. 7. TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in MCC's charges. 3 8. ORDERS PLACED WITH ALTERNATE VENDORS If MCC cannot provide the goods and services as specified, City reserves the right and option to obtain same from other suppliers or sources. 6. INSURANCE MCC shall meet all requirements as stated in the attached Request for Proposal No. 07- 040 and its bid response. 5. CITY'S REPRESENTATIVE City hereby designates the following representative(s) authorized to act in its behalf with regard to this Agreement: Sara White City Secretary 221 East Main Street Round Rock, Texas 78664 512-218-5404 swhite@round-rock.tx.us 6. RIGHT TO ASSURANCE Whenever either parry to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event, the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 7. DEFAULT If MCC abandons or defaults under this Agreement and is a cause of City purchasing the specified goods and services elsewhere, MCC agrees that it may be charged the difference in cost, if any, and that it will not be considered in the re-advertisement of the service and that it may not be considered in future bids for the same type of work unless the scope of work is significantly changed. MCC shall be declared in default of this Agreement if it does any of the following: A. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; B. Fails to provide adequate assurance of performance under the "Right to Assurance"section herein; or 4 C. Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 8. TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty(30) days' written notice to MCC. B. In the event of any default by MCC, City has the right to terminate this Agreement for cause,upon ten(10) days' written notice to MCC. C. MCC has the right to terminate this Agreement for cause, that being in the event of a material and substantial breach by City, by providing the City with one hundred twenty (120) days' written notice prior to termination of the Agreement; and in the event of such written notice of termination, MCC shall continue services for a period of time not to exceed one hundred twenty (120) days after written notification. Termination under this subsection (C) of Section 16.01 shall not relieve MCC of any obligation or liability that has occurred prior to cancellation. D. In the event City terminates under subsections (A) or (B) of this Section 16.01, the following shall apply: Upon City's delivery of the referenced notice to MCC, MCC shall discontinue all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice of termination, MCC shall submit a statement showing in detail the goods and/or services satisfactorily performed under this Agreement to the date of termination. City shall then pay MCC that portion of the charges, if undisputed. The parties agree that MCC is not entitled to compensation for services it would have performed under the remaining term of the Agreement except as provided herein. 9. INDEMNIFICATION MCC shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of MCC, or MCC's agents, employees or subcontractors, in the performance of MCC's obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or MCC (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 10. COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES MCC, its agents, employees and subcontractors shall comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. 5 11. ASSIGNMENT AND DELEGATION The parties each bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. A party shall neither assign, sublet nor transfer any interest in this Agreement without prior written authorization of the other party. 12. NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to recipient's address as stated in this Agreement; or 2. Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to MCC: Diane J. Kyrus Vice President, Codes 1700 Capital Circle, SW Tallahassee,FL 32310 Notice to City: David Kautz Stephan L. Sheets Assistant City Manager City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and MCC. 13. APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 14. EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between MCC and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing. 6 15. DISPUTE RESOLUTION If a dispute or claim arises under this Agreement, the parties agree to first try to resolve the dispute or claim by appropriate internal means, including referral to each party's senior management. If the parties cannot reach a mutually satisfactory resolution, then and in that event any such dispute or claim will be sought to be resolved with the help of a mutually selected mediator. If the parties cannot agree on a mediator, City and MCC shall each select a mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. City and MCC hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 16. SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision,which is of the essence of this Agreement,be determined void. 17. MISCELLANEOUS PROVISIONS Standard of Care. MCC represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. Time is of the Essence. MCC understands and agrees that time is of the essence and that any failure of MCC to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. MCC shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to MCC's failure to perform in these circumstances, City may pursue any remedy available without waiver of any of City's additional legal rights or remedies. Force Majeure. Neither City nor MCC shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not 7 responsible as defined herein. However, notice of such impediment or delay in performance must be timely given and all reasonable efforts undertaken to mitigate its effects. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, City and MCC have executed this Agreement on the dates indicated. CITY OF ROUND ROCK,TEXAS MUNICIPAL CODE CORPORATION a Florida corporation B I Y• By: Title: Title: V Printed Name: Printed Name: -LAvd-% ' GA Date Signed: Date Signed: - -7 - (.9-7 ATTEST: Christine R. Martinez, City Secretary JFO ITY,APPROV D AS TO FORM: Step L. Sheets, City Attorney 8 rrrir�irrrr�rri�rrrri �rrr RESPONSE TO REQUEST FOR PROPOSALS FOR RECODIFICATION SERVICES -- PRINT AND ONLINE VERSION FOR THE CITY OF ROUND ROCK, TEXAS x.. 0. ROUND ROCK,TEXAS � 1 � PURPOSE AMON.movam. Respectfully Submitted by: Municipal Code Corporation SCJ Box 2235 Tallahassee, FL 32316 800-262726.33o Fax: 850-575-8852 • info@�municode,com t unicode.cor Due Date: July 31 , 2007 EXHIBIT " ll A Table of Contents Letterof Introduction........................................................................................... 3 ExecutiveSummary................................... .................................................... 4 Part One—Qualifications of MCC Key Personnel Assigned to Project..................................................................... 6 LawEditorial Staff............................................................................................... 8 SupportPersonnel.............................................................................................. 8 References ......................................................................................................... 9 List of MCC's Texas Clients...............................................................................10 Part Two—Scope of Services Supplement Service for Existing Code Manuscript Material..............................................................................................................11 Schedule............................................................................................................11 PrintedSupplements..........................................................................................11 ElectronicUpdates.............................................................................................11 New Ordinances on the Web (N.O.W.)...............................................................11 EditorialWork.....................................................................................................11 Delivery........................................................... .......11 ............................................ Republication of Code MaterialIncluded................................................................................................12 OmittedMaterial.................................................................................................12 Electronic Acknowledgement of Materials..........................................................12 MonthlyStatus Reports......................................................................................12 EditorialWork.....................................................................................................12 Proofs ................................................................................................................13 Printing...............................................................................................................13 Delivery..............................................................................................................13 MCC as Total Code Administrator......................................................................14 Additional Options for Republication ..................................................................14 ElectronicMedia ................................................................................................15 Supplement Service for Republished Code Material..............................................................................................................16 Schedule............................................................................................................16 PrintedSupplements..........................................................................................16 ElectronicUpdates.............................................................................................16 New Ordinances on the Web (N.O.W.)...............................................................16 EditorialWork.....................................................................................................16 Delivery..............................................................................................................16 Supplement Service Quotation Sheet for Existing Code Manuscript ..................17 Republication Quotation Sheet...........................................................................18 Supplement Service Quotation Sheet for Republished Code .............................19 SignaturePage..................................................................................................20 Codeon Computer Flyer....................................................................................21 Response to Request from Municipal Code Corporation Page 2 No Text Executive Summary Municipal Code Corporation will provide the City of Round Rock (hereinafter referred to as the City) and your outside subscribers the highest level of service. Our corporate goal is to focus on the details of each need, thereby earning the City's business. MCC works as a team and many of our team members have been with MCC for more than 10 years. They are creative, know how to communicate, ask questions and leverage their experience to solve problems. Sales Approach Our focus on service begins with the Sales approach. The Sales Support Staff handles more than 3500 accounts. Our response time to inquiries is normally a couple minutes via e-mail (constantly monitored) or within the half-hour for phone correspondence. Notes from customers frequently remind us how rare it is in today's business to respond quickly; however, we make it a priority. Our size also allows us to provide extra editorial and technological resources an otherwise smaller firm doesn't have. As we have shown, MCC will gladly meet with the City to provide additional information, as needed. Editorial Approach MCC uses a team approach. This provides for consistency in editing, understanding and quality work for the City. As the City and the editor communicate, the needs of the City are shared with the editorial team and the work becomes second nature for our staff. Additionally, the same indexer (although in a separate department) will work on the City's Codes and supplements to provide consistency. Even our Legal Department is team oriented, with attorneys working closely with editors. This assures a superior level of quality and satisfaction by our clients. Software Solutions MCC focuses on technology that benefits our customers. We have a new CIO who has provided energy and brought current technologies to our 50-year-old company. We have created products that are not only affordable but that meet the ever changing needs of our customers. MCC offers all format/database options (Word, WordPerfect, HTML, ASCII, RTF, PDF, XML), and our choice of mediums on which the product can be delivered includes floppy disks, CDs, downloading from our website and e-mail. This variety of products/mediums is also provided to subscribers. We have a Technical Support Department with a variety of skilled personnel. They utilize Support Request software that tracks and logs all requests to our staff. Requests are assigned and logged to a specific person and closed out once completed. MCC can provide reports of Departmental or citizen requests on each Code. Additional information will be provided in our Software Options portion of the response. MCC handles all electronic services in-house. We have our own connection to the Internet, perform our own programming and posting with the ProPublish software so we can meet the City's immediate needs. This immediate response capability distinguishes MCC from some of the other firms in our industry that outsource the hosting of their site and site customization. Financial Focus MCC is a privately owned Corporation. We are financially sound, having been in business for more than 55 years. MCC's President and Board of Directors are focused on improving MCC though investments in people, technology and facilities. MCC recently has refurbished many offices and added a Health and Fitness Gym with showers and a walking trail to provide additional benefits to our employees. MCC also provides employees a Quarterly Production Reward system based on the profits of the company. Through this incentive, our employees feel like MCC is partly their own company. Response to Request from Municipal Code Corporation Page 4 trr�r�rrr�irrrrrrrrr�rwrr�rr�.��rrr Subscriber Focus Municipal Code Corporation has provided subscriber services for more than 20 years. Approximately 30,000 people subscribe to one (or more) of our publications, and we have created a department dedicated to serving those subscribers. Our Subscriber Distribution Team provides a complete range of services from ordering a Code or Supplement to providing missing pages, answering questions, invoicing and insertion instructions. Ordering may be accomplished using a credit card through our website, via e-mail, over the phone, fax or regular mail. We have a special e-mail address dedicated to our Distribution Department that is manned all day. We typically provide same-day communication to our subscribers, and within an hour when the query comes as an e-mail. Our Distribution Department has its own software to allow for many different types of reports. MCC can provide lists of the current and past subscribers. We can provide the number of purchases by Department vs. citizens. We can also provide the information on requests for missing pages, supplements or questions on a monthly, quarterly or annual basis. This software also provides for our billing and subscription maintenance. We believe subscribers are an extension of the City. Our goal is to make our local government client look good in the eyes of their citizens. We constantly field questions from subscribers and try to help them get to the information they are trying to find. This applies to both the print and Internet version of the Code. We have cross-trained our Distribution Department Staff as to content, editorial issues and CD-ROM and Internet assistance. Our Distribution staff has access to all of the print and electronic media so they can solve a problem on their own without assistance from another department. They do, however, forward complicated technical support to our Technical Support Staff. Overall Comments MCC is keenly interested in continuing our relationship with the City and assisting the City with its publication needs and we feel our focus, company and personnel perfectly match the City's needs. We appreciate your interest and look forward to your review of the rest of our information. Response to Request from Municipal Code Corporation Page 5 PART ONE - QUALIFICATIONS OF MCC For the last 56 years, Municipal Code Corporation has engaged exclusively in editing and publishing Code for municipalities and counties of all sizes throughout the United States. MCC has published and supplemented more Codes that are in current use than any other codifier in the Country. This experience enables us to offer you the finest services available. Business location: 1700 Capital Circle, SW, Tallahassee, FL 32310 800-262-2633 or 850-576-3171 Fax: 850-575-8852 Incorporation Date: March 1951 Current Code Accounts Serviced: 3,000 Project Contact Persons: Danielle Galvin, Vice President— Marketing Diane J. Kyrus, Vice President—Codes KEY PERSONNEL ASSIGNED TO PROJECT (1) Project Coordinator: Danielle Galvin, Vice President B.S., Marketing, University of Central Florida; M.B.A., Administration, Northern Illinois University; Tallahassee Community College Extended Studies: HTML, C++, Effective Oral Communications, Managing Technology. 12 years' of Project Management/Customer Service Experience; available at all times via blackberry technology. (2) Supplementation Production: John Dombroski, Vice President— Supplements B.A., Trinity College; J.D., Cornell Law School; LL.M., George Washington University; Member of Connecticut Bar Supervisor of electronic teams. MCC has deployed a team concept. This type of organization structure allows for complete communication, reduces the turn-around time for publication, and assures greater accuracy. Since each team is comprised of two editors, two typesetters and two proofreaders, it allows for what we call "bench depth" — there is always a backup person. Starlett Lovel 32 years' of experience in typesetting, editing and composition of Codes and Supplements. (3) Indexing: Response to Request from Municipal Code Corporation Page 6 Dan Pyle, Indexing Supervisor A.A., Tallahassee Community College; Member of American Society of Indexers. 24 years' experience in indexing Codes. Will provide oversight and technical assistance for initial editorial preparation of the Index and updating the Index through the Supplement Service. (5) Information Technology: Phillip Claiborne, Chief Information Officer B.S., Management Information Systems, Florida State University; MBA, University of Florida; A+, Net+, Security+, MCSE 8 years experience in network administration, 4 years experience in software development and project management. Christopher J. Poarch, Network Administrator B.S., Information Studies, Florida State University; MCSE, MCSA, MCP 4 years experience in network administration. Matt Farley, Desktop Support Technician AA, Tallahassee Community College 1 year experience desktop and network technical support. Elliot Haworth, Web Developer B.A., Computer Science, Mercer University 4 years' experience desktop application programming and developing web based applications Raymond Lillibridge, Systems Analyst Lively Vocations-Technical Center 24 year's experience: System administration, systems analysis, and custom software development using multiple operating systems and programming languages Lanae Chasteen, Systems Analyst 9 years' experience publishing, 5 years' developing custom Windows based applications Response to Request from Municipal Code Corporation Page 7 LAIN EDITORIAL STAFF George R. Lan ford, LL.B., University of Virginia; 54 years' experience in editing and publishing city and county Codes; Chairman of the Board. A. Lawton Langford, B.A., Vanderbilt University; M.B.A., J.D., Florida State University; Member of Florida Bar; President/CEO. Harold E. Grant, B.S., U. S. Naval Academy; J.D., Florida State University; former Judge Advocate General, U.S. Navy; Member of Florida Bar; Executive Vice President and Chief Operating Officer. John E. Dombroski, B.A., Trinity College; J.D., Cornell Law School; LL.M., George Washington University; former Chief Judge of Navy/Marine Corps Court of Criminal Appeals; Member of Connecticut Bar; Vice President of Supplement Department. Diane J. Kyrus, B.A., Old Dominion University; J.D., William and Mary School of Law; Vice President of Code Department. Alyce A. Whitson, B.A., University of South Florida; J.D., University of Florida; more than 30 years' experience in local government law; Member of Florida Bar. William J. Carroll Jr., B.S., Penn State University; J.D., Florida State University; more than 30 years' experience in local government law; Member of Florida Bar. Roger D. Merriam, B.A., Mercer University; J.D., Emory University; more than 30 years' experience in local government law; Member of Florida Bar. Daniel F. Walker, B.S., Florida Southern College; J.D., Georgia State University; 8 year's private practice; 7 years' experience in local government law; Member of Florida and South Carolina Bars. Admitted to practice before the U.S. Court of International Trade and the U.S. Court of Appeals for the Armed Forces. James C. Jenkins, II, B.A., Eckerd College; J.D., University of Maryland School of Law; Former Appellate Attorney and Trial Prosecutor for the Kings City District Attorney's Office, Brooklyn, NY; 10 years' experience in legal research preparation in case law; 2 years' experience in local government law. David D. Beach, B.S., Indiana University South Bend; J.D., Valparaiso University School of Law; M.L.S., Indiana University Purdue University Indianapolis; five years topical & legal research experience; 1 year experience in local government law. Sandra S. Fox, B.A, Florida State University; J.D., Florida State University; 9 years' experience in legal research and writing. SUPPORT PERSONNEL The entire staff, including the printing operation, consists of approximately 140 employees, including 12 attorneys, 29 editors, and 46,000 square feet of floor space. MCC's Electronic Publishing Division maintains full-time proofreaders and typesetters, in addition to sufficient clerical help to respond quickly and accurately to virtually any request from a client. All facilities, including a printing plant, which prints Codes and Supplements to meet the contractual requirements of MCC, are located on our premises. This enables us to control each project from beginning to end with no part being subcontracted. Key personnel are available to answer questions during any phase of the project and to assure quality control in all aspects of publication. MCC will not use subcontractors for this project. Response to Request from Municipal Code Corporation Page 8 irrrrrrrrirr�ri nur�irrr•urrrrrr�rrrr REFERENCES Ms. Shelley Goodwin City of San Marcos Interim City Clerk 630 East Hopkins Street San Marcos, TX 78666 (512) 393-8090 Goodwin Shelley@ci.san-marcos tx us Ms. Leticia Vacek City of San Antonio City Clerk 100 Military Plaza 2nd Floor San Antonio, TX 78205 3966 (210) 207-7253 Leticia.Vacek @ sanantonio.goy Ms. Deloris McKenzie City of Friendswood City Secretary 910 S. Friendswood Dr. Friendswood, TX 77546 4856 (281) 996-3270 dmckenzie @ ci.friendswood.tx.us Response to Request from Municipal Code Corporation Page 9 Now LIST LIST QF MCC'S TEXAS CLIENTS *Municipalities utilizing our Supplement Service for Codes originally prepared by another publisher. TEXAS CLIENTS rs.< Abilene Columbus Grand Prairie Liberty Palmhurst Sonora Addison Commerce Granite Shoals Little Elm Paris South Houston Alamo Heights Conroe Grapevine Live Oak Pasadena Southlake Aledo *Coppell Groves Livingston Pearland *Spring Valley Alice Copperas Cove Haltom City Llano Pearsall Stafford Allen Corpus Christi Hamilton Lockhart Pharr Stamford Alpine Corsicana Hedwig Village Lorena Pinehurst Sugar Land Alvin Crosbyton Helotes Luling Piney Point Village Sulphur Springs Amarillo Crowley Henrietta Lumberton Plano Surfside Beach Andrews Crystal City Hewitt Magnolia Ponder Sweetwater Angleton Daingerfield Hidalgo Manvel Port Aransas Taft Angus Dallas Co. Highland Park Marble Falls Port Arthur Taylor Aransas Pass Decatur Hunters Creek Marlin Port Isabel Taylor Lake Athens Deer Park Village Marshall Port Neches Village Balch Springs Del Rio Huntsville McAllen Portland Terrell Bayou Vista Denison Highland Village McKinney Princeton Texarkana Baytown Denton Hill Country Village McLendon-Chisolm Rancho Viejo Texas City Beaumont Devine *Hilshire Village *Melissa Refugio The Colony Bedford Diboll Hollywood Park Mesquite Richardson Tomball Bellaire Dickinson Houston Midland Richland Hills Trinity Bellmead Dublin Humble Midlothian Richwood Universal City Boerne Dumas Hurst Mineola Roanoke Vernon *Bowie Duncanville Ingleside Mineral Wells Robinson Victoria Breckenridge Eagle Pass Irving Mission Rockport Vidor Brenham Early Jacinto City Missouri City Rockwall Waco Bridge City Eastland Jacksonville Monahans Roma Waxahachie *Brookside Village EI Lago Jasper Montgomery Rosenberg Weatherford Brownsville Ennis Jefferson Morgan's Point Rowlett Webster Brownwood Euless Jersey Village Mount Vernon Rusk Weslaco Bryan Everman *Justin Murphy Sachse Westlake Bunker Hill Village Fairfield Kaufman Nacogdoches Saginaw West Lake Hills Burleson Farmers Branch Keller Nassau Bay San Antonio West University Burnet Fate Kemah Navasota San Marcos Place Carrizo Springs Flower Mound Kennedale Nederland *Santa Fe Wharton Carrollton Forest Hill *Kerrville Needville Schertz White Oak Carthage Fort Stockton Kilgore New Boston Schulenburg White Settlement Castroville Fort Worth Kyle New Braunfels Seabrook Wichita Falls Cedar Hill Fredericksburg La Grange New London Seagoville Winona Center Friendswood La Marque North Richland Hills Sealy Woodville Cibolo Frisco La Porte *Oak Point Seguin Woodway Cisco Gainesville Lake Dallas Oak Ridge North Selma Wylie Clear Lake Shores *Galveston Lake Jackson Odessa Shavano Park Yoakum Cleveland Gilmer Lampasas *Orange Shenandoah Clifton *Georgetown Laredo *Ovilla Shepherd 7/07 Clute Goliad League City Oyster Creek Shoreacres Colleyville Graham Lewisville Palestine Snyder Response to Request from Municipal Code Corporation Page 10 P T TWO - SCOPE OF SER C ES SUPPLEMENT SERVICE FOR EXISTING CODE MANUSCRIPT Material. MCC will update the Code manuscript as legislation is passed. The City will forward the legislation passed by the City upon adoption. MCC will provide u dat a copy of needs of the City. The City can provide the ordinances via e-mail to or s @ munoic de com uvia fax meet the 575-8852 or in printed form. MCC can provide printed supplements between 5-15 days, depending upo- end the amount of legislation. p g pon Schedule. After shipment of the Code, MCC shall keep the Code up-to-date by theublicatio Supplements that will contain newly enacted ordinances of a general and permanent natu p n of can be published on a schedule to meet the requirements of the City, re. Supplements Printed Supplements. Amendments to the printed Code occur in the form of Printed Supplements pages that are issued as replacement pages. Printed Supplements include updated Table of Contents, Code Comparative Table, index and text pages. A Supplement for each printed Code is included in the base per page rate. Electronic Updates. If the City has chosen to receive the Code in electronic media, MCC can provide the Supplements electronically on a schedule to meet the City's needs, e.g., biweekly, monthly or bimonthl . The City may choose to have printed Supplements publishedY reflect the entire Code as updated through the most recent Supplement,quently. The electronic media will New Ordinances on the Web (N.O.W.). MCC can post the ordinances passed '" ted i Supplements or Electronic Updates on our website. The ordinances are posted as part of the Pre m nn between a ies and also show in the electronic Table of Contents. Once the posted ordinances are incorporated into the Code, they are removed from the website. We recommend the City send legislation in an editable form via email for inclusion in the Code. This allows the legislation to be searchable on the Internet site along with the Code. 9 To view this service o t g o the Gainesville, Texas Code of Ordinances— See "Ordinances Enacted/Not Yet Codified"located at the bottom of the Table of Contents. Editorial Work. MCC's editorial team, consistingof a legal editor, proofreader and indexer, will review the legislation against the Code and create the appropriate supplemental pages for the Code. MCC will update all aspects of the Code relating to the legislation to include the Table of Contents, catchlines, tables and index. MCC will also create an instruction sheet to advise the Code holders how to insert and remove pages. MCC will also create a Checklist of Up-to-Date pages with the first supplement. This advises the user of the pages and what supplement they originated from. MCC will include appropriate editorial notes to sections that require additional explanation. A separate supplement can be created for the pamphlet the Code. We provide you the benefit of assigning the same team to your supplements each update. This provided consistency and knowledge of the City's specific needs. Most of our legal editors have over 9 years of experience and hold Bachelors Degrees. The editor assigned to your account will have at least 6 years worth of editing experience. Delivery. Printed Supplements to the Code and pamphlets, if ordered, will be delivered in bulk to the city, E unless the City chooses to utilize MCC's Distribution Services. The website will be updated upon shipment of the printed Supplement or as Electronic Updates are delivered. r Response to Request from Municipal Code Corporation Page 11 iii REPUBLICATION OF CODE ak Material Included. All legislation of a general and permanent nature , passed in final form by be included in the new Code. MCC prefers the material in an editable electronic form, and will a City will the electronic media Burin the � rely upon g project when furnished electronically, unless otherwise instructed. However, materials are not required to be furnished in electronic form and can be provided printed copy. ided ' py material received by MCC will be acknowledged via e-mail or the postal service.via fax or Omitted Material. The following legislation, which is not of a general and permanent nature omitted from the Code un , will be less otherwise instructed by MCC and the City: Appropriations; Franchises; Bonds; Vacating Streets and Other Public Properties; Sales of Surplus Assets and Properties; Tax Levi Special Elections; Contracts and Agreements; Rezoning; Personnel Regulations; Annexations and t Disannexations; Tax Anticipated Notes and Issuances of Similar Debt to Named Individuals to Positions within a Governmental Body; Comprehensive Mastest n Pru lans and Traffiointments c Schedules. c Electronic Acknowledgement of Materials. MCC, as part of our process, acknowledges the materials sent by the City in electronic form. You can see the material you have just submitted and we also provide a link to a listing of all material submitted for the project over time. We feel this alio immediate access to the last ordinance and disposition of ordinances submitted. ws the City to have Monthly Status Reports. MCC will provide monthly updates to the City as to the status ofour 'ob. Simply provide an e-mail list or fax list and we will send a detailed statement of the project s y J this helps keep all parties involved with the project on the same page. p status. We feel Editorial Work • Preparation of Manuscript. MCC will utilize the existing Code and prepare a manuscript for the project. • Insertion of Ordinances. MCC will edit and insert all ordinance amendments and new ordinances in to the proper places in the Code manuscript and dele that have been repealed. p to from the Code manuscript all provisions • Page format. MCC can maintain the current format or provide other options CC provides a consistent indentation and numbering system for the Code. This provides sge o the user additional ways to scan and use the text. • Review Footnotes. MCC will review footnotes against the corresponding provisions of the general and specific Acts of the City and prepare new footnotes as approved by the City. Table of contents. This table will list the chapters, articles and divisions of the Code, giving the page number upon which each begins. • Chapter analysis. Each P y ch chapter of the new Code will be preceded by a detailed analysis listing the articles, divisions, and sections contained therein. • Catchlines. Each section will berec p eded by a catchline describing the content of the section. • Proper phraseology. Concise, modem and proper phraseology, without conflicts, ambiguities and r repetitious provisions. • History notes. Where possible, history notes from the existing Code will be maintained in the new h Code. MCC will also add a note for each section added during the project. The note will indicate the source from which the section is derived. Response to Request from Municipal Code Corporation Page 12 • Comparative table. This table lists all ordinances included in the Code and indicates the the previous Code from which it was derived; new ordinances section in ar numerical sequence,setting out the location of such ordinances in the listed in chronological and/or • State law reference table, if desired. This table lists by state law citation all reference and their location within the volume. sections carrying a • Type size. Various type sizes and fonts are available for text. MCC provides many different sizes. We recommend a ten-point size to reduce the size of the volume. The ten-point font e is legible and also provides for minimizing the volume size. We also offer eleven and welve tzoin size p t • Index and Tables. MCC will update the index and all tables (Contents, State Law Reference, Prior Code Comparison, Ordinance Disposition, etc.) for the Code as necessitated by the materials. Additional tables required by the City can be created. • Graphics. MCC will add the graphics when provided b the Ci into the printed and electronic versions of the Code. y City in a usable format and insert them Proofs Proofs. After editing and proofreading, proofs incorporating the editorial work will be delivered to the City. The proofs are an updated manuscript indicating agreed upon changes as decided by the Ci an subsequent legislation. MCC guarantees typographical correctness. Any errors attributable to MCC l be corrected at no charge during the term of this Agreement. MCC's liability for all services shall extend'Ionly to correcting the errors in the Code and subsequent updates, not to any acts or occurrences as a result of such errors,and only as long as the contract is in effect. Printing MCG will provide the Ci with City one complete Code and a PDF of the entire Code for distribution or printing. MCC will then begin supplementation of the Code as outlined in the RFP and the following section. Delivery The following is a tentative time schedule in the preparation of the Code: a) Submission of proofs to City 2-3 months after completion of editorial conference. b) Delivery of completed Code to City 1-2 months after return of proofs. The above time schedule provides for completion of the Code within three(3)to five (5) months, excluding time required for review of the proofs and any delays occasioned by the City. Response to Request from Municipal Code Corporation Page 13 will maintain MCC as Total Code Administrator. MCC to the public, over and above the nu an inventory,#Codes and Supplements for sale tuber specified in this agreement for City use. MCC will be responsible for having available up-to-date copies of the Code for purchase b cu will be responsible for marketing the Code to existing or potential subscribersand future subscribers. MCC All handling expenses and risk of future sales of the Code will be incurred by MCC. MCC will price for the Code and future Supplements, as approved by the City. set the sale = Should the City need additional copies of the Code, MCC will provide the desired number of copies discounted price. p es at a ADDITIONAL OPTIONS FOR REPUBLICATION Legal and Editorial Work. MCC can provide a legal review. We can assign a team, consistingof a lea attorney, editor, proofreader and indexer, to the project. All recommendations by this legal team are intended for use by the City's attorney and should not be c responsible for the following: onsidered legal advice. This legal team is • Research and Review. MCC will research all legislation submitted ed by the City against the State Constitution, State Law, the Charter (if the City has adopted one), as well as inconsistencies and conflicts within the legislation itself. Zoning and Land Use provisions will be reviewed only if included in the Code. Ordinances enacted, or added, subsequent to the date of this agreement, items not contemplated within the scope of service, may be added at the additional page rate. ent, or • Structure. MCC will suggest a structure and organization for the Code and provide a Table of Contents indicating said structure. MCC will assume the legislative structure is to remain in unless discussed with our attorneyand a tact approved by the City. ' Legal Manuscript MCC ' P will submit a legal manuscript for the City's review. This manuscript will reflect the MCC attorney's legal review and will contain the substantive provisions of legislation provided by the City and with proposed changes. Recommendations by MCC's attorney will be provided and discussed with the City. The legal gal manuscrEpt will be provided in electronic form; a printed copy can be provided upon request. • Conference. MCC will conduct a conference, either inerson via p telephone or webmar, to review the legal manuscript. All persons interested in the project may be included; but the City's attorney and Clerk are essential. Issues discovered during the legal research will be discussed at the conference, with agreed upon solutions noted in the legal manuscript. The City's attorney has the final decision making authority for resolution of issues brought up at the Conference or "fotnoted" in the Legal Manuscript. References. MCC will provide State Law references within the Code. Additional references, such as editors notes, reserved sections, and referenced materials,will be provided as appropriate. • Editing. MCC will edit the Code to reflect proper grammar and stylistic consistency. MCC will not reword any provision that affects the substantive intent of the Code, unless the City approves the revision; however, MCC may make non-substantive revisions to improve readability. • Proofreading. MCC will proofread the Code prior to submitting proofs. The text will be reviewed for sense, structure and to ensure the implementation of the decisions by the City and MCC's attorney are correct. Response to Request from Municipal Code Corporation Page 14 • Formal Options. MCC will review format options, such as font ty a (e.g. Arial, New Century �,. Book, Times New Roman) font size (9, 10, 11, 12 point) School graphics appearance and placement, with the City. e will help lou choose Ingle or double column), a professional document that is easily researched. Sample page formats will be provided for review ts m and selection. ew Index and Tables. MCC will create a subject matter index and all tables (Contents, State Law Reference, Prior Code Comparison, Ordinance Disposition, etc.) for the Code as necessitated b the materials. Additional tables required by the City can be created. Y • Graphics. MCC will add the graphics when provided by the City in a usable format and insert them into the printed and electronic versions of the Code. • Adopting Ordinance. MCC will provide an Adopting Ordinance upon completion of the project, if the legal review is chosen. ELECTRONIC MEDIA MCC can provide several options (to the Cit and outside Codes. y subscribers) for the electronic versions of the First, the Codes can be provided individually or as a complete set in electronic for mayor word processingm. MCC provides all the programs, such as WORD or WordPerfect (latest versions), as well as generic text such ASCII, HTML or XML. We also provide a PDF option. The files can be write protected at the operating system level as well as the word processing level so that changes to the master version cannot occur. This protection, however, would not prevent a user from copying the data into a program in which changes could be made. The electronic information can be sent via diskette, CD or downloaded from the Internet. MCC can also integrate the Code with a text retrieval software. Folio and ISYS are our supported search engines and single or multiple licenses are available. These programs provide a complex array of security levels, which the City can select as desired. Norm ally, the search can access the parent database except for searching. Of course, search results esult is configured such that no one processing software where modifications can occur. scan be exported to word MCC can also post the entire Code and/or pending legislation onto the Internet. Our web site is http://Www.municode.com. We encourage the City to establish a link to the Code from its homepage. MCC recently implemented our new software, ProPublish. MCC is currently providing 4 T-1s 30 servers (for duplication and backup) and handles over 4,500 individual users and over 20,000 page views each day. Excludingtimerequired equired to update content, our site was up 99.9%of the time in the first quarter of the year 2005, on a 24-hour basis. MCC survived five hurricanes in 2004, and fully tested our Emergency Management Plan, copies available upon request. Our servers are located in a fireproof room, climate controlled with limited security access and an independent source of power. We doubt anyone can match our plan. We also feel we have the most comprehensive backupsystem in the Y industry. We baric up all changed data nightly; all files weekly and monthly move a complete backup to an offsite, climate-controlled storage facility. We have tested our entire data system for restoration. Response to Request from Municipal Code Corporation Page 15 SUPPAt6ENT SERVICE FOR REPUBLISD CODE MCC would like to add the following information in regards to Supplementation mentation services. Material. MCC will continue to update the Code as legislation is passed. The City will forward a copy of the legislation passed by the City upon adoption. MCC will provide updates on a schedule t needs of the City. The City can provide the ordinances via e-mail to ords@municode.com via fax to 850- meet the 575-8852 or in printed form. MCC can provide electronic and/or printed supplements between 5-15 days, depending upon the amount of legislation. Schedule. After shipment of the Code, MCC shall keep the Code up-to-date by the publication of Supplements that will contain newly enacted ordinances of a general and permanent nature. Supplements can be published on a schedule to me p et the requirements of the City. Printed Supplements. Amendments to the printed Code occur in the form of Printed Supplements pages that are issued as replacement pages. Printed Supplements p g Comparative Table, index and text pages. A Supplement for each printed Code is included Contents, Code gel page rate. in the base per Electronic Updates. If the City has chosen to receive the Code in electronic media, MCC can provide the Supplements electronically on a schedule to meet the City's needs, e.g., biweekly, monthly or bimonthly. The City may choose to have printed Supplements published less frequently. The electronic media reflect the entire Code as updated through the most recent Supplement. will New Ordinances on the Web (N.O.W.). MCC can post the ordinances passed in between Printed Supplements or Electronic c Updates on our website. The ordinances are posted as part of the Preliminaries and also show in the electronic Table of Contents. Once the posted ordinances are incorporated into the Code, they are removed from the website. We recommend the City send legislation in an editable format via email for inclusion in the Code. This allows the legislation to be searchable on the Internet site along with the Code. To view this service, go to the Gainesville, Texas Code of Ordinances— Codified"located at the bottom of the Table of Contents. See Ordinances Enacted/Not Yet Editorial Work. MCC's editorial team, consisting of a legal editor, proofreader and indexer, will review ew the legislation against the Code and create the appropriate supplemental pages for the Code. MCC will update all aspects of the Code relating to the legislation to include the Table of Contents, catchlines, tables and index. MCC will also create an instruction sheet to advise the Code holders how to insert and remove pages. MCC will also create a Checklist of Up-to-Date pages with the first supplement. This advises the user of the pages and what supplement they originated from. MCC will include appropriate editorial notes to sections that require additional explanation. A separate supplement can be created for the pamphlet to the Code. Weou rovide the P Y benefit of assigning the same team to your supplements each update. This provided consistency and knowledge of the City's specific needs. Most of our legal editors have over 9 years of experience and hold Bachelors Degrees. The editor assigned to your account will have at least 6 ' years worth of editing experience. Delivery. Printed Supplements to the Code and pamphlets, if ordered, will be delivered in bulk to the city, unless the City chooses to utilize MCC's Distribution Services. The website will be u of the printed Supplement or as Electronic Updates are delivered. updated upon shipment Response to Request from Municipal Code Corporation Page 16 SUPPLE NT SERVICE QUOTATIO WSHEE T FOR CITY OFROUND ROCK, TEXAS Supplement Service Base Page Rate for Existing Code Manuscri t Page Format Base Page Rate Single Column $17 per page Base page rate above includes • Acknowledgement of Material • Data conversion,as necessary • Editorial Work • Proofreading • Updating Index • Updating Electronic versions', (e.g. CDs and Internet) • Printing 1 Supplements _ PDF of Supplement and/or complete Code Please Circle Preferred Supplementation Schedule Below: =-2-.- Bi- On Annual Semi-annual QuarterlyPd Monthly __D2_quest Annual Semi-annual Bi- On Supplements Quarterly New Ords Monthly Request On the Web Upon submission On Request Additional Services that apply to Supplement Service Y • Graphics, per graphic • Color Graphics(includes printing), each $1 • Freight $255 New Ordinances on the Web NOW no editing, - Actual freight • (NOW), 3 5 day turnaround, per ordinance $25 Payment for Supplement and Additional Services Invoices will be submitted upon shipment of project(s). 2 We do not charge a per page rate for updating CDs or the Internet—this is included in the supplement 3 Schedule can be changed at any time during the contract. information on Weekly.Bi-weekly and Monthly Supe lement schedules are available upon request. y Response to Request from Municipal Code Corporation Page 17 REPUL ICATION QUOTATION SET FOR =f I CITY OF ROUND ROCK, TEXAS Base Cost, includes $7,000 Receipt, review and organization of materials • Editorial Work • 1 Copies, to include binders and tabs • PDF of entire Code • Editing • Proofreading • Proofs of Code Manuscript • Updating Index and Tables • Graphics • Code on the Internet for one year' • Freight • Distribution of Codes and Supplements • Code formatted in RTF Payments for Republication Services • Execution of Agreement $2,800 • Submission of Proofs 75 • Delivery 0 Balance i OPTIONAL SERVICES • Electronic Media Options See attached information • Legal review to include legal manuscript Implementation of Legal o include proofs $4,000 • al findings t • Conference, onsite $2,000 • Teleconference, er session $1,500 p $500 f Subsequent years$400 a year. Response to Request from Municipal Code Corporation Page 18 i FSUPPLE NT SERVICE QUOTATIOSHEET FOR CITY OF ROUND ROCK, TEXAS Supplement Service Base Page Rate for Republished Code Page Format Base Page Rate Single Column $17 per page Base page rate above includes • Acknowledgement of Material • Data conversion, as necessary • Editorial Work • Proofreading • Updating Index • Updating Electronic versions, (e.g. CDs and Internet) • Printing 1 Supplements • PDF of Supplement and/or complete Code Please Circle Preferred Supplementation Schedule6 Below: Electronic Ue datesc Annual Semi-annual Quarterly Bi- On Monthly Request Printed Annual Semi-annual Quarter) Bi- On _-Supplements y — Monthly Request New Ords On the Web Upon submission On Request Additional Services that apply to Supplement Service • Graphics, per graphic $10 • Color Graphics(includes printing), each $25 • Freight Actual freight • New Ordinances on the Web(NOW), no editing, 3-5 day turnaround, per ordinance $25 Payment for Supplement and Additional Services Invoices will be submitted upon shipment of project(s). 5 We do not charge a per page rate for updating CDs or the Internet—this is included in the supplement per page rate. S Schedule can be changed at any time during the contract. Information on Weekly, Bi-weekly and Monthly Supplement schedules are available ue upon request. q st. Response to Request from Municipal Code Corporation page 19 Submitted by: MUNICIPAL CODI! CORPORATION Vice President: Witness: Date:July 30, 20 7 Accepted by: CITY OF ROUND ROCK, TEXAS By: Title: Witness: Date: F y Response to Request from Municipal Code Corporation Page 20 E s- E i ! { .. :.... •: : .. ..,. <.i" .;t 151.11. ! ! 1 1 - t :t Take a look at our Electronic Services! There are many benefits to gotting your Code In electronic format: K' ,�. •i �r • No retyping ordinances to amend the Code - • Easy access and searching • Unlimited pubtic access to the Code online Reduction in printed supplements ,! { :E' • Multiple delivery options'-CD,download,or a-mail. 'i7 •tl DATABASE We can prepare your Code or a chapter of your Code for use with most word processing packages such as WordPerfect or Microsoft Word.We can also provide text options kke HTML,XML and TXT: -No Charge PDF FORMAT MCC can provide the Code in PDF format.The PDF format mirrors the printed Code. $293 SEARCH &RETRIEVAL SOFTWARErp.x.;ncaoa,a;nplvmerAcoA3o,Inq4lrarboutFrW41-cenainp optional Purchase a Folio BoundVIEWS version of your Code of Ordinances and experience some of the most sophisticated search and retrieval tools available.This is the absolute. best choice for customizable printing,exporting,searching,and content management foryour Code of Ordinances. $493 CODE ON INTERNET Let us host your Code on our site with the latest search sotware,ProPublish.This allows access to Your Code of Ordinances to anyone with an Internet connection.We can even customize the look of your Code on our site to integrate seamlessly with your existing site.Annual subscription price... k $400 MULTIPLE CODE SEARCH Need to search several cities or counties at once?Save time and money with our new multi code search subscription service.Perform one keyword search and access every available city or county Code of Ordinances within a state simultaneously Annual subscription price_.. $200 E-SUPPLEMENTS Once you have selected an electronic product,you can update it more often than the printed supplements for the same rice as ! ` Pp price your supplement per page rate. N.O.W. (New Ordinances on the Web)SERVICE With your electronic product,we can even post your ordinances with the online Code.We offer a 3 to 5 dayturnaround! Price perordinance $2 5 UPDATED ELECTRONIC PRODUCTS MCC will update the electronic product you have chosen after each supplement.Price per update... !Municipal Code Corporation PO Box 2235 Tallahassee*FL 32316 k" 80+0-262.2€633*Fax:$50-572■irlf munic e. m cz� _ Response to Request from Municipal Code Corporation Page 21 L RFP 07-040 Specification Number 07-961-12 Dated:July 2007 City of Round Rock REQUEST FOR PROPOSALS RECODIFICATION SERVICES—PRINT AND ONLINE VERSION PART I GENERAL INFORMATION 1. PURPOSE 1.1. The intent of this Request for Proposal and resulting agreement for the City of Round Rock,Texas, seeks the services of qualified contractor(s)to provide an initial recodification of the existing Code of Ordinances edition,and to thereafter provide periodic codification,maintenance and update services for ordinances passed by the City of Round Rock,Texas. 2. DEFINITIONS: The following definitions will be used for identified terms throughout the specification and proposal document: 2.1. Agreement—A mutually binding legal document obligating the Vendor to furnish the goods,equipment or services, and obligating the City to pay for it. 2.2. City—Identifies the City of Round Rock,Travis and Williamson Counties,Texas. 2.3. Deliverables means the goods,products,materials,and/or services to be provided to the City by Proposer if awarded the contract. 2.4. Goods represent materials,supplies,commodities and equipment. 2.5. Professional Services means services that use skills that are predominantly mental or intellectual, rather than physical or manual including, but not limited to,accounting,architecture,land surveying,law, medicine,optometry and professional engineering. 2.6. Proposal is a complete,properly signed response to a Solicitation that if accepted,would bind the Proposer to perform the resulting contract. 2.7. Proposer identifies persons and entities that submit a proposal. 2.8. Purchase Order-is an order placed by the Purchasing Office for the purchase of Goods or Services written on the City's standard Purchase Order form and which,when accepted by the Bidder, becomes a contract.The Purchase Order is the Bidder's authority to deliver and invoice the City for Goods or Services specified,and the City's commitment to accept the Goods or Services for an agreed upon price. 2.9. Services-work performed to meet a demand. The furnishing of labor,time,or effort by the vendor and their ability to comply with promised delivery dates, specification and technical assistance specified. 2.10. Subcontractor-Any person or business enterprise providing goods, labor,and/or services to a Vendor if such goods, equipment, labor,and/or services are procured or used in fulfillment of the Vendor's obligations arising from a contract with the City. 2.11. Vendor—(Sometimes referred to as Contractor)A person or business enterprise providing goods, equipment, labor and/or services to the City as fulfillment of obligations arising from a contract or purchase order. 3. CONFLICT OF INTEREST 3.1. Effective January 1,2006, Chapter 176 of the Texas Local Government Code(House Bill 914)requires that any vendor or person considering doing business with a local government entity disclose the vendor or person's affiliation or business relationship that might cause a conflict of interest with a local government entity. The Conflict of Interest Questionnaire form is available from the Texas Ethics Commission at www.ethics.state.tx.us. Completed Conflict of Interest Questionnaires may be mailed or delivered by hand to the City Secretary. If mailing a completed form, please mail to: City of Round Rock EXHIBIT Christine Martinez, City Secretary 221 East Main Round Rock,Texas 78664-5299 "B" Page 1 of 6 RFP 07-040 Specification Number 07-961-12 Dated:July 2007 3.2. Any attempt to intentionally or unintentionally conceal or obfuscate a conflict of interest may automatically result in the disqualification of the vendor's proposal. 4. CITY CONTACT: 4.1. All responses for Request for Proposals(RFP),as well as any questions,clarifications or requests for general information are to be directed to: Randy Barker Purchasing Supervisor 221 East Main Round Rock,TX 78664-5299 Telephone(512)218-3295 Fax(512)218-7028 rbarkeKa-round-rock.tx.us 4.2. The individual above may be telephoned for clarification of the specifications of this Request for Proposals only. No authority is intended or implied that specifications may be amended or alternates accepted prior to closing date without written approval of the City. Under no circumstances will private meetings be scheduled between Proposer and City staff. 5. EX PARTE COMMUNICATION: 5.1. Please note that to insure the proper and fair evaluation of a proposal,the City of Round Rock prohibits ex parte communication(e.g., unsolicited)initiated by the Proposer to a City Official or Employee evaluating or considering the proposals prior to the time a formal decision has been made.Communication between Proposer and the City will be initiated by the appropriate City Official or Employee in order to obtain information or clarification needed to develop a proper and accurate evaluation of the proposal. Ex parte communication may be grounds for disqualifying the offending Proposer from consideration or award of the solicitation then in evaluation,or any future solicitation. 6. PROPOSAL SCHEDULE 6.1. It is the City's intention to comply with the following project schedule: 6.1.1. Request for Proposals released July 17, 2007 6.1.2. Deadline for questions July 25, 2007 6.1.3. City response to all questions/addendums July 27, 2007 6.1.4. Responses for RFP due by 3:00 p.m. July 31, 2007 NOTE:These dates represent a tentative schedule of events. The City reserves the right to modify these dates at any time,with appropriate notice to prospective Proposer. 6.2. All questions regarding the RFP shall be submitted in writing(either electronically,fax, or regular mail)by 5:00 pm on July 25,2007 to above named City Contact. All interested firms will be provided with a copy of the questions submitted and the City's response. 7. PROPOSAL DUE DATE: 7.1. Sealed proposals are due no later than 3:00 p.m.,July 31,2007 to the Office of the Purchasing Department. Mail or carry sealed proposals to: City of Round Rock,Texas 221 East Main Round Rock,Texas 78664-5299 7.2. Proposals received after this time and date will not be considered. 7.3. Sealed proposals should be clearly marked on the outside of packaging"DO NOT OPEN—RFP 07-040 RECODIFICATION ONLINE". 7.4. Facsimile or electronically transmitted proposals are not acceptable. 7.5. Each proposal and each proposal variation shall be submitted in one(1)original and five(5)copies. 8. PROPOSAL SUBMISSION REQUIREMENTS: Interested and qualified firms or teams shall: 8.1. Submit one(1)original and five(5)copies of materials that demonstrate their experience in performing projects of this scale and complexity. Page 2 of 6 RFP 07-040 Specification Number 07-961-12 Dated:July 2007 8.2. Documentation shall include: 8.2.1. Identification of the firm/team responding to the RFP to include a brief summary of team member experiences. 8.2.2. A summary demonstrating the firm's/team's qualifications to satisfy all the technical areas identified in the specification. 8.2.3. A representative list of projects of a scale and complexity similar to the project being considered by the city. The list should include the project location,client, services provided by your firm for the project,term of sponsorship and an owner contact name. 8.2.4. Project timeline outlining the steps the firm would take in the implementation of the project. 8.3. Provide references: Provide the name,address,telephone number and point of contact of at least three clients that have utilized the same or similar product and services within the last 2 years. References may be checked prior to award. Any negative responses received may result in disqualification from consideration for award. Failure to include references with submittal may result in disqualification from consideration for award. 8.4. Identify any subcontractors to be used for this project. Experience,qualifications and references of the subcontractors shall be submitted. The City reserves the right to approve or disapprove all subcontractors prior to any work being performed. 9. EVALUATION CRITERIA: 9.1. All proposals received shall be evaluated based on the best value for the City by considering all or part of the criteria listed,as well as any relevant criteria specifically listed in the solicitation: 9.1.1. Price; 9.1.2. Long-term cost to the City to acquire Proposer's goods and services; 9.1.3. The extent to which the goods or services meet the City's needs; 9.1.4. Completeness,technical competence and clarity of the proposal; 9.1.5. Project Process and Outline; 9.1.6. Compliance with Requested Form and Information; 9.1.7. Reputation of the Proposer and the Proposer's services; 9.1.8. Technical Expertise; 9.1.9. Client List/Sponsor Reference and Experience; 9.1.10. Proposer's past relationship with the City. All vendors will be evaluated on their past performance and prior dealings with the City to include, but not limited to,failure to meet specifications,poor quality, poor workmanship, late delivery. 10. EVALUATION PROCESS: 10.1. A committee comprised of City Staff and others as appropriate will review the responses to the RFP and may develop a short list of firms/teams. 10.2. Interviews and/or demonstrations may be conducted with any of the"short listed"firms/teams to discuss their qualifications, resources, and availability to provide the services requested. 10.2.1. Upon completion of the evaluation,the selection committee may recommend a firm/team for the project identified. 10.2.2. A contract with the recommended firm/team for the project will then be negotiated. This process will be completed with the City Council's authorization to the mayor for the execution of the contract or the execution of the contract by the City Manager. 10.3. The City of Round Rock will not provide compensation or defray any cost incurred by any firm related to the response to this request. The City of Round Rock reserves the right to negotiate with any and all persons or firms. The City of Round Rock also reserves the right to reject any or all proposals,or to accept any proposal deemed most advantageous, or to waive any irregularities or informalities in the proposal received,and to revise the process and/or schedule as circumstances require. 11. CONFIDENTIALITY OF PROPOSAL CONTENT: 11.1. All proposals submitted in response to this RFP shall be held confidential until an agreement is awarded. Following the agreement award, proposals are subject to release as public information unless the proposal or specific parts of the proposal can be shown to be exempt from the Texas Public Information Act.Proposers are advised to consult Page 3 of 6 RFP 07-040 Specification Number 07-961-12 Dated:July 2007 with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information.The City assumes no obligation or responsibility for asserting legal arguments on behalf of potential Proposers. 11.2. If a Proposer believes that a proposal or parts of a proposal are confidential,then the Proposer shall so specify.The Proposer shall stamp in bold red letters the term "CONFIDENTIAL"on that part of the proposal,which the Proposer believes to be confidential.Vague and general claims as to confidentiality shall not be accepted.All proposals and parts of proposals that are not marked as confidential will be automatically considered public information after the agreement is awarded. 12. CLARIFICATION OF PROPOSALS: 12.1. The City reserves the right to request clarification or additional information specific to any proposal after all proposals have been received. PART II GENERAL TERMS AND CONDITIONS 1. AGREEMENT: The term of the Agreement resulting from the solicitation may be for five(5)consecutive twelve-month periods of time from the effective date and shall remain in full force and effect unless and until it expires by operation of the term stated or until terminated or extended as provided herein. 1.1. Renew the Agreement for two additional periods of time not to exceed twelve months for each renewal provided both parties agree. 1.2. Review the following at the end of each twelve-month review period or renewal: 1.2.1. Vendor performance; 1.2.2. Price; 1.2.3. Continuing need; 1.2.4. Advancements in technologies and or service; 1.2.5. The City may terminate the Agreement with or without cause or may continue through the next twelve- month review or renewal period. 2. PRICE:The contract price shall be firm for the duration of the agreement or extension periods except as provided for in paragraph below. No separate line item charges shall be permitted for either bidding or invoice purposes,which shall include equipment rental,demurrage,cost associated with obtaining permits or any other extraneous charges. 3. PRICE ADJUSTMENT:The City may permit"unit price"adjustments upward,only as a result of a cost increase in goods or services in accordance with the Producers Price Index located at http://stats.bis.gov/pr)i/home.htm. Any price increase shall be requested by the Vendor in writing and accompanied with the appropriate documentation to justify the increase. The vendor may offer price decreases in excess of the allowable percentage change. 4. INDEMNIFICATION:The successful Proposer shall indemnify, save harmless and exempt the City, its officers,agents, servants,and employees from and against any and all suits,actions, legal proceedings,claims,demands, damages,costs, expenses,attorney fees and any and all other costs or fees incident to any work done as a result of this quote and arising out of a willful or negligent act or omission of the successful Proposer, its officers,agents,servants,and employees;provided, however,that the successful Proposer shall not be liable for any suits,actions, legal proceedings,claims,demands, damages, costs,expenses and attorney fees arising out of a willful or negligent act or omission of the City, it's officers,agents, servants and employees,or third parties. 5. INSURANCE: The successful Proposer shall meet or exceed ALL insurance requirements set forth by the City of Round Rock as identified in Attachment A to the specifications. Any additional insurance requirements of participating or cooperative parties will be included as subsequent Attachments and shall require mandatory compliance. 6. VENUE:The agreement shall be governed by and construed in accordance with the laws of the State of Texas.Venue shall be in the applicable court,Williamson County,Texas. 8. INDEPENDENT CONTRACTOR: 8.1. It is understood and agreed that the Contractor shall not be considered an employee of the City. 8.2. The Contractor shall not be within protection or coverage of the City's Worker'Compensation insurance, Health Insurance, Liability Insurance or any other insurance that the City from time to time may have in force and effect. Page 4 of 6 RFP 07-040 Specification Number 07-961-12 Dated:July 2007 PART III SPECIFICATIONS 1. STATEMENT OF INTENT: 1.1. These specifications cover only the general requirements as to the performance and some design criteria,as well as vendor responsibilities for Recodification Services—Print and On-Line Versions. The manufacturers shall be responsible for designing and furnishing a system that meets all of the performance requirements and design criteria herein,as well as provide software that is designed for the intended application. 2. SCOPE OF WORK 2.1. The City requests proposals for Recodification Services including Print and Online Versions. All proposals must be made on the basis of and either meet or exceed the requirements contained herein. All Proposers shall review new ordinances and ordinance amendments to the existing Code against the full Code manuscript. 2.2. Edit and insert all ordinances amendments and new ordinances into the proper places in the Code manuscript and delete from the Code manuscript all provisions that have been repealed. 2.3. Review footnotes against the corresponding provisions of the general and specific Acts of the City of Round Rock and prepare new or revised footnotes as applicable to the current laws of the City of Round Rock. The City shall be notified of all changes being made. 2.4. Revise, as needed,the analysis at the front of each chapter,consisting of numerical listing of the catch lines of the individual sections in the chapter. A new analysis shall be prepared as needed for each new chapter. 2.5. Revise, as needed,the Table of Contents for each title,consisting of numerical listing of each chapter. 2.6. Edit ordinances and ordinance amendments to assure properly styled catch lines,and properly and uniformly spelled, capitalized and punctuated text, according to the style of the Code. 2.7. Ensure all appropriate historical references to each Code section are carried forward. 2.8. Prepare index revisions for each future supplement on a replacement page basis to assure the general index to the Code is kept current at all times. 2.9. Accomplish all work on a replacement page basis in accordance with printing specifications. 2.10. Prepare a Comparative Section Table indicating the disposition of integrated ordinances and resolutions. 2.11. Proof all pages to be included in each supplement,accepting full responsibility for page replacement without cost to the City at any time errors are noted after delivery. Such replacement pages shall be delivered as part of the next supplement. Any specific questions concerning text placement,context,or format should be raised with the City Attorney. 2.12. Provide a copy of the Code of Ordinances of the City of Round Rock on a Compact Disc,compatible with Microsoft Word 2000 or newer. An updated compact disc may be requested by the City annually. 3. BIDDER QUALIFICATIONS: 3.1. The opening of a bid or proposal shall not be construed as the City's acceptance of such responder as qualified and responsible. The City reserves the right to reject any and all submittals. All responders shall furnish the following information at a minimum: 3.1.1. References: Provide the name,address,telephone number and point of contact of at least three firms that have utilized the same or similar software. References may be checked prior to award. Any negative responses received may result in disqualification of bid. 3.1.2. Identify any subcontractors to be used for this project. Experience,qualifications and references of the subcontractors shall be submitted.The City reserves the right to approve or disapprove all subcontractors prior to any work being performed. PART IV INVOICE AND PAYMENT Page 5 of 6 RFP 07-040 Specification Number 07-961-12 Dated:July 2007 1. INVOICING 1.1. Contractor shall submit one original and two copies of each invoice referencing the assigned Purchase Order number to the following address: City of Round Rock Accounts Payable 221 East Main Round Rock,TX 78664-5299 2. PROMPT PAYMENT POLICY 2.1. Payments will be made within thirty days after the City receives the supplies, materials,equipment, or the day on which the performance of services was completed or the day,on which the City receives a correct invoice for the service,whichever is later. The Contractor may charge a late fee(fee shall not be greater than that which is permitted by Texas law)for payments not made in accordance with this prompt payment policy;however,this policy does not apply to payments made by the City in the event: 2.1.1. There is a bona fide dispute between the City and Contractor concerning the supplies, materials,services or equipment delivered or the services performed that causes the payment to be late;or 2.1.2. The terms of a federal contract,grant,regulation,or statute prevent the City from making a timely payment with Federal Funds;or 2.1.3. There is a bona fide dispute between the Contractor and a subcontractor or between a subcontractor and its suppliers concerning supplies, material,or equipment delivered or the services performed which caused the payment to be late;or 2.1.4. The invoice is not mailed to the City in strict accordance with instructions, if any,on the purchase order or contract or other such contractual agreement. 3. OVERCHARGES 3.1. Contractor hereby assigns to purchaser any and all claims for overcharges associated with this purchase which arise under the antitrust laws of the United States, 15 USGA Section 1 et seg.,and which arise under the antitrust laws of the State of Texas, Bus. and Com. Code, Section 15.01,et seg. Page 6 of 6 DATE: November 29, 2007 SUBJECT: City Council Meeting - December 6, 2007 ITEM: 9A1. Consider a resolution authorizing the Mayor to execute an Agreement for Recodification Services With Municipal Code Corporation. Department: Legal Staff Person: Steve Sheets, City Attorney Justification: To provide periodic codification of the Code of Ordinances, City of Round Rock Funding: Cost: $14,300.00 Source of funds: N/A Outside Resources: N/A Background Information: The current Code of Ordinances was codified in 1995. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS CITY OF ROUND ROCK AGREEMENT FOR RECODIFICATION SERVICES WITH MUNICIPAL CODE CORPORATION THIS AGREEMENT FOR RECODIFICATION SERVICES, made and entered into this day of 1XC.M 60Y' 20 n, (hereinafter referred to as the "Agreement") by and between the CITY OF ROUND ROCK, TEXAS, a Texas home-rule municipality with offices located at 221 East Main Street, Round Rock, Texas 78664 (hereinafter referred to as the "City"), and MUNICIPAL CODE CORPORATION, a corporation duly authorized and existing under the laws of the State of Florida(hereinafter referred to as"MCC"). RECITALS: WHEREAS, the City desires the services of a qualified contractor to provide an initial recodification of the existing Code of Ordinances, 1995 Edition, of the City of Round Rock, and to thereafter provide periodic codification, maintenance, publication, and update services for ordinances and related activities; and WHEREAS, MCC has shown in its Response to Request for Proposals 07-04 issued by the City that can provide the services desired without changing the City's current processes, adding software,resources, or people; NOW,THEREFORE,WITNESSETH: That for and in consideration of the mutual; promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. DEFINITIONS A. Agreement means the binding legal contract between City and MCC whereby MCC is obligated to furnish specified goods, equipment and/or services, and City is obligated to pay for said goods, equipment and/or services. The instant Agreement includes the following: (a) City's Request for Proposals designated as RFP 07-040, Specification Number 07-961-12 dated August 2007; (b) MCC's Response to RFP; (c)the contract award; and (d) any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference in the following order: (1) This Agreement; (2) Purchaser's Response to RFP; (3) City's Request for Proposals, exhibits, and attachments. B. City means the City of Round Rock, Williamson and Travis Counties, Texas. 00123311/ps (Z., 06-JA I C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. E. Goods mean the specified services, supplies,materials, or equipment. G. Subcontractor means any person or business enterprise providing goods, equipment, labor, and/or services to MCC if such goods, equipment, labor, and/or services are procured or used in fulfillment of MCC's obligations arising from an agreement with City. H. MCC means Municipal Code Corporation or any of its successors or assigns. 2. EFFECTIVE DATE,DURATION,AND TERM A. This Agreement shall be effective on the date it has been signed by both parties hereto, and shall remain in full force and effect unless and until it expires by operation of the term stated herein, or until terminated or extended as provided herein. B. The term of this Agreement shall be for an initial term of sixty (60) month from the effective date. Prices shall be firm for the duration of the terms of this Agreement, except as otherwise provided for herein. This Agreement may be renewed for two (2) additional periods not to exceed twelve (12) months for each renewal, only upon the express written agreement of both parties and only provided MCC has performed each and every contractual obligation specified in this Agreement. C. City reserves the right to review MCC's performance at any time during the initial agreement period or any renewal periods, and may elect to terminate this Agreement with or without cause or may elect to continue. 3. CONTRACT DOCUMENTS AND EXHIBITS City selected MCC to supply the goods and services as outlined in the Response to RFP submitted by MCC and, RFP 07-040, Specification Number 06-961-12 dated July 2007, all as specified in Exhibits "A" and `B," respectively, attached hereto and made a part hereof for all purposes. The intent of these documents is to formulate an Agreement listing the responsibilities of both parties as outlined in the RFP and as offered by MCC in its Response to the RFP. The goods and services which are the subject matter of this Agreement are described in Exhibits "A" and`B" and, together with this Agreement, comprise the total Agreement and they are as fully a part of this Agreement as if repeated herein in full. 2 4. ITEMS AWARDED All bid items on Exhibit"B"are awarded to MCC. 5. PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to MCC will be made within thirty(30)days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later. MCC may charge a late fee of one percent (1%) for payments not made in accordance with this Prompt Payment Policy; however, this Policy does not apply to payments made by City in the event: A. There is a bona fide dispute between City and MCC concerning the supplies, materials, or equipment delivered or the services performed which causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between any of the parties and subcontractors or between a subcontractor and its suppliers concerning supplies, materials, or equipment delivered or the services performed which causes the payment to be late; or D. Invoices are not mailed to City in strict accordance with instructions, if any, on the purchase order or the Agreement or other such contractual agreement. 6. GRATUITIES AND BRIBES City may, by written notice to MCC, cancel this Agreement without liability if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by MCC or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, MCC may be subject to penalties stated in Title 8 of the Texas Penal Code. 7. TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in MCC's charges. 3 8. ORDERS PLACED WITH ALTERNATE VENDORS If MCC cannot provide the goods and services as specified, City reserves the right and option to obtain same from other suppliers or sources. 6. INSURANCE MCC shall meet all requirements as stated in the attached Request for Proposal No. 07- 040 and its bid response. 5. CITY'S REPRESENTATIVE City hereby designates the following representative(s) authorized to act in its behalf with regard to this Agreement: Sara White City Secretary 221 East Main Street Round Rock, Texas 78664 512-218-5404 swhite@round-rock.tx.us 6. RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event, the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 7. DEFAULT If MCC abandons or defaults under this Agreement and is a cause of City purchasing the specified goods and services elsewhere, MCC agrees that it may be charged the difference in cost, if any, and that it will not be considered in the re-advertisement of the service and that it may not be considered in future bids for the same type of work unless the scope of work is significantly changed. MCC shall be declared in default of this Agreement if it does any of the following: A. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; B. Fails to provide adequate assurance of performance under the "Right to Assurance" section herein; or 4 C. Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 8. TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty(30) days' written notice to MCC. B. In the event of any default by MCC, City has the right to terminate this Agreement for cause,upon ten(10) days' written notice to MCC. C. MCC has the right to terminate this Agreement for cause, that being in the event of a material and substantial breach by City, by providing the City with one hundred twenty (120)days' written notice prior to termination of the Agreement; and in the event of such written notice of termination, MCC shall continue services for a period of time not to exceed one hundred twenty (120) days after written notification. Termination under this subsection (C) of Section 16.01 shall not relieve MCC of any obligation or liability that has occurred prior to cancellation. D. In the event City terminates under subsections (A) or (B) of this Section 16.01, the following shall apply: Upon City's delivery of the referenced notice to MCC, MCC shall discontinue all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice of termination, MCC shall submit a statement showing in detail the goods and/or services satisfactorily performed under this Agreement to the date of termination. City shall then pay MCC that portion of the charges, if undisputed. The parties agree that MCC is not entitled to compensation for services it would have performed under the remaining term of the Agreement except as provided herein. 9. INDEMNIFICATION MCC shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of MCC, or MCC's agents, employees or subcontractors, in the performance of MCC's obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or MCC (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 10. COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES MCC, its agents, employees and subcontractors shall comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. 5 11. ASSIGNMENT AND DELEGATION The parties each bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. A party shall neither assign, sublet nor transfer any interest in this Agreement without prior written authorization of the other party. 12. NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to recipient's address as stated in this Agreement; or 2. Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to MCC: Diane J. Kyrus Vice President, Codes 1700 Capital Circle, SW Tallahassee,FL 32310 Notice to City: David Kautz Stephan L. Sheets Assistant City Manager City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and MCC. 13. APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 14. EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between MCC and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing. 6 15. DISPUTE RESOLUTION If a dispute or claim arises under this Agreement, the parties agree to first try to resolve the dispute or claim by appropriate internal means, including referral to each party's senior management. If the parties cannot reach a mutually satisfactory resolution, then and in that event any such dispute or claim will be sought to be resolved with the help of a mutually selected mediator. If the parties cannot agree on a mediator, City and MCC shall each select a mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. City and MCC hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14)or any applicable state arbitration statute. 16. SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision,which is of the essence of this Agreement,be determined void. 17. MISCELLANEOUS PROVISIONS Standard of Care. MCC represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. Time is of the Essence. MCC understands and agrees that time is of the essence and that any failure of MCC to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. MCC shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to MCC's failure to perform in these circumstances, City may pursue any remedy available without waiver of any of City's additional legal rights or remedies. Force Majeure.Neither City nor MCC shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not 7 responsible as defined herein. However,notice of such impediment or delay in performance must be timely given and all reasonable efforts undertaken to mitigate its effects. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, City and MCC have executed this Agreement on the dates indicated. CITY OF ROUND ROCK,TEXAS MUNICIPAL CODE CORPORATION a Florida corporation By: By: V#111 Title: "C Printed Name: Printed Name: Date Signed: t . G. Date Signed: I J- -7 - L9-7 ATTEST: 'FW - R wlm Glwisfitte , City Secretary �AYJA L. WWi46 aFO CITY,APPROVED AS TO FORM: L&L a til Stephan . Sheets, City Attorney 8 RESPONSE TO REQUEST FOR PROPOSALS FOR RECODIFICATION SERVICES - PRINT AND ONLINE VERSION FOR THE CITY OF ROUND ROCK, TEXAS YAe ROUND ROCK,TEAS Respectfully Submitted by: Municipal Code Corporation PO Box 2235 Tallahassee, FL 32,316 800-262-26 33 • Fax: 350_5?5-8352 • info@municode.com Municode.com CC Due Date: July 31 , 2007 EIa EXHIBIT tl tt A Table of Contents Letterof Introduction........................................................................................... 3 ExecutiveSummary............................................................................................ 4 Part One--Qualifications of MCC Key Personnel Assigned to Project..................................................................... 6 LawEditorial Staff............................................................................................... 8 SupportPersonnel .............................................................................................. 8 References ......................................................................................................... 9 List of MCC's Texas Clients...............................................................................10 Part Two--Scope of Services Supplement Service for Existing Code Manuscript Material..............................................................................................................11 Schedule............................................................................................................11 PrintedSupplements..........................................................................................11 ElectronicUpdates.............................................................................................11 New Ordinances on the Web (N.O.W.)...............................................................11 EditorialWork.....................................................................................................11 Delivery..............................................................................................................11 Republication of Code MaterialIncluded................................................................................................12 OmittedMaterial.................................................................................................12 Electronic Acknowledgement of Materials..........................................................12 MonthlyStatus Reports......................................................................................12 EditorialWork.....................................................................................................12 Proofs ................................................................................................................13 Printing...............................................................................................................13 Delivery..............................................................................................................13 MCC as Total Code Administrator......................................................................14 Additional Options for Republication ..................................................................14 ElectronicMedia ................................................................................................15 Supplement Service for Republished Code Material..............................................................................................................16 Schedule............................................................................................................16 PrintedSupplements..........................................................................................16 ElectronicUpdates.............................................................................................16 New Ordinances on the Web (N.O.W.)...............................................................16 EditorialWork.....................................................................................................16 Delivery..............................................................................................................16 Supplement Service Quotation Sheet for Existing Code Manuscript ..................17 Republication Quotation Sheet...........................................................................18 Supplement Service Quotation Sheet for Republished Code .............................19 SignaturePage..................................................................................................20 Code on Computer Flyer................................ 21 .................................................... Response to Request from Municipal Code Corporation Page 2 Munflcl'pal Code Corporation M PO Box 2235 Tallahassee, FL 323,16 C 800-2,,_i2-2633 * Fax: 850-575-8852 a i nfo(c7Drm_in i code.com Municodecom July 30, 2007 Mr. Randy Barker Purchasing Supervisor City of Round Rock 221 East Main Round Rock, Texas 78664-5299 Letter of Introduction Dear Mr. Barker: Thank you for the Request for Proposal (RFP) for Recodification services— Print and Online Version for the City's Code of Ordinances. We have reviewed the RFP as submitted, and are pleased to submit the following information for your review. Municipal Code Corporation (MCC) can provide the services desired without changing our current processes, adding software, resources or people. MCC is the oldest publisher of Codes and Ordinances in print and on the web. We are in the best position as a medium sized firm to provide codification services. Although we have more than 50 years of publication experience, we have continued to improve our skills and use of technology to meet the new demands of our clients and potential clients. MCC is willing and able to perform the commitments that have been outlined in the RFP. Asyou will see throughout our response, we can provide many services. Our Code business and our other Divisions for Document Management, Automated Agendas and Statement/Invoice processing are all focused on local government clients. Having this focus allows us to keep updated with the ever changing needs of local governments. We have also included our Corporate Brochure and our complete client list for your review. We would be happy to schedule a presentation, if desired. We appreciate your time to review our response; please do not hesitate to contact our President/CEO, A. Lawton Langford, or myself, if you have any questions. f 47Si '`'rely, /// Dale Barstow Vice President E-mail: info municode.com Enc. Response to Request from Municipal Code Corporation Page 3 M Executive Summary Municipal Code Corporation will provide the City of Round Rock (hereinafter referred to as the City) and your outside subscribers the highest level of service. Our corporate goal is to focus on the details of each need, thereby earning the City's business. MCC works as a team and many of our team members have been with MCC for more than 10 years. They are creative, know how to communicate, ask questions and leverage their experience to solve problems. Sales Approach Our focus on service begins with the Sales approach. The Sales Support Staff handles more than 3500 accounts. Our response time to inquiries is normally a couple minutes via e-mail (constantly monitored) or within the half-hour for phone correspondence. Notes from customers frequently remind us how rare it is in today's business to respond quickly; however, we make it a priority. Our size also allows us to provide extra editorial and technological resources an otherwise smaller firm doesn't have. As we have shown, MCC will gladly meet with the City to provide additional information, as needed. Editorial Approach MCC uses a team approach. This provides for consistency in editing, understanding and quality work for the City. As the City and the editor communicate, the needs of the City are shared with the editorial team and the work becomes second nature for our staff. Additionally, the same indexer (although in a separate department) will work on the City's Codes and supplements to provide consistency. Even our Legal Department is team oriented, with attorneys working closely with editors. This assures a superior level of quality and satisfaction by our clients. Software Solutions MCC focuses on technology that benefits our customers. We have a new CIO who has provided energy and brought current technologies to our 50-year-old company. We have created products that are not only affordable but that meet the ever changing needs of our customers. MCC offers all format/database options (Word, WordPerfect, HTML, ASCII, RTF, PDF, XML), and our choice of mediums on which the product can be delivered includes floppy disks, CDs, downloading from our website and e-mail. This variety of products/mediums is also provided to subscribers. We have a Technical Support Department with a variety of skilled personnel. They utilize Support Request software that tracks and logs all requests to our staff. Requests are assigned and logged to a specific person and closed out once completed. MCC can provide reports of Departmental or citizen requests on each Code. Additional information will be provided in our Software Options portion of the response. MCC handles all electronic services in-house. We have our own connection to the Internet, perform our own programming and posting with the ProPublish software so we can meet the City's immediate needs. This immediate response capability distinguishes MCC from some of the other firms in our industry that outsource the hosting of their site and site customization. Financial Focus MCC is a privately owned Corporation. We are financially sound, having been in business for more than 55 years. MCC's President and Board of Directors are focused on improving MCC though investments in people, technology and facilities. MCC recently has refurbished many offices and added a Health and Fitness Gym with showers and a walking trail to provide additional benefits to our employees. MCC also provides employees a Quarterly Production Reward system based on the profits of the company. Through this incentive, our employees feel like MCC is partly their own company. Response to Request from Municipal Code Corporation Page 4 Subscriber Focus Municipal Code Corporation has provided subscriber services for more than 20 years. Approximately 30,000 people subscribe to one (or more) of our publications, and we have created a department dedicated to serving those subscribers. Our Subscriber Distribution Team provides a complete range of services from ordering a Code or Supplement to providing missing pages, answering questions, invoicing and insertion instructions. Ordering may be accomplished using a credit card through our website, via e-mail, over the phone, fax or regular mail. We have a special e-mail address dedicated to our Distribution Department that is manned all day. We typically provide same-day communication to our subscribers, and within an hour when the query comes as an e-mail. Our Distribution Department has its own software to allow for many different types of reports. MCC can provide lists of the current and past subscribers. We can provide the number of purchases by Department vs. citizens. We can also provide the information on requests for missing pages, supplements or questions on a monthly, quarterly or annual basis. This software also provides for our billing and subscription maintenance. We believe subscribers are an extension of the City. Our goal is to make our local government client look good in the eyes of their citizens. We constantly field questions from subscribers and try to help them get to the information they are trying to find. This applies to both the print and Internet version of the Code. We have cross-trained our Distribution Department Staff as to content, editorial issues and CD-ROM and Internet assistance. Our Distribution staff has access to all of the print and electronic media so they can solve a problem on their own without assistance from another department. They do, however, forward complicated technical support to our Technical Support Staff. Overall Comments MCC is keenly interested in continuing our relationship with the City and assisting the City with its publication needs and we feel our focus, company and personnel perfectly match the City's needs. We appreciate your interest and look forward to your review of the rest of our information. Response to Request from Municipal Code Corporation Page 5 PART ONE - QUALIFICATIONS OF MCC For the last 56 years, Municipal Code Corporation has engaged exclusively in editing and publishing Code for municipalities and counties of all sizes throughout the United States. MCC has published and supplemented more Codes that are in current use than any other codifier in the Country. This experience enables us to offer you the finest services available. Business location: 1700 Capital Circle, SW, Tallahassee, FL 32310 800-262-2633 or 850-576-3171 Fax: 850-575-8852 Incorporation Date: March 1951 Current Code Accounts Serviced: 3,000 Project Contact Persons: Danielle Galvin, Vice President— Marketing Diane J. Kyrus, Vice President—Codes KEY PERSONNEL ASSIGNED TO PROJECT (1) Project Coordinator: Danielle Galvin, Vice President B.S., Marketing, University of Central Florida; M.B.A., Administration, Northern Illinois University; Tallahassee Community College Extended Studies: HTML, C++, Effective Oral Communications, Managing Technology. 12 years' of Project Management/Customer Service Experience; available at all times via blackberry technology. (2) Supplementation Production: John Dombroski, Vice President— Supplements B.A., Trinity College; J.D., Cornell Law School; LL.M., George Washington University; Member of Connecticut Bar Supervisor of electronic teams. MCC has deployed a team concept. This type of organization structure allows for complete communication, reduces the turn-around time for publication, and assures greater accuracy. Since each team is comprised of two editors, two typesetters and two proofreaders, it allows for what we call "bench depth" — there is always a backup person. Starlett Lovel 32 years' of experience in typesetting, editing and composition of Codes and Supplements. (3) Indexing: Response to Request from Municipal Code Corporation Page 6 Dan Pyle, Indexing Supervisor A.A., Tallahassee Community College; Member of American Society of Indexers. 24 years' experience in indexing Codes. Will provide oversight and technical assistance for initial editorial preparation of the Index and updating the Index through the Supplement Service. (5) Information Technology: Phillip Claiborne, Chief Information Officer B.S., Management Information Systems, Florida State University; MBA, University of Florida; A+, Net+, Security+, MCSE 8 years experience in network administration, 4 years experience in software development and project management. Christopher J. Poarch, Network Administrator B.S., Information Studies, Florida State University; MCSE, MCSA, MCP 4 years experience in network administration. Matt Farley, Desktop Support Technician AA, Tallahassee Community College 1 year experience desktop and network technical support. Elliot Haworth, Web Developer B.A., Computer Science, Mercer University 4 years' experience desktop application programming and developing web based applications Raymond Lillibridge, Systems Analyst Lively Vocations-Technical Center 24 year's experience: System administration, systems analysis, and custom software development using multiple operating systems and programming languages Lanae Chasteen, Systems Analyst 9 years' experience publishing, 5 years' developing custom Windows based applications Response to Request from Municipal Code Corporation Page 7 LAW EDITORIAL STAFF George R. Langford, LL.B., University of Virginia; 54 years' experience in editing and publishing city and county Codes; Chairman of the Board. A. Lawton Langford, B.A., Vanderbilt University; M.B.A., J.D., Florida State University; Member of Florida Bar; President/CEO. Harold E. Grant, B.S., U. S. Naval Academy; J.D., Florida State University; former Judge Advocate General, U.S. Navy; Member of Florida Bar; Executive Vice President and Chief Operating Officer. John E. Dombroski, B.A., Trinity College; J.D., Cornell Law School; LL.M., George Washington University; former Chief Judge of Navy/Marine Corps Court of Criminal Appeals; Member of Connecticut Bar; Vice President of Supplement Department. Diane J. Kyrus, B.A., Old Dominion University; J.D., William and Mary School of Law; Vice President of Code Department. Alyce A. Whitson, B.A., University of South Florida; J.D., University of Florida; more than 30 years' experience in local government law; Member of Florida Bar. William J. Carroll Jr., B.S., Penn State University; J.D., Florida State University; more than 30 years' experience in local government law; Member of Florida Bar. Roger D. Merriam, B.A., Mercer University; J.D., Emory University; more than 30 years' experience in local government law; Member of Florida Bar. Daniel F. Walker, B.S., Florida Southern College; J.D., Georgia State University; 8 year's private practice; 7 years' experience in local government law; Member of Florida and South Carolina Bars. Admitted to practice before the U.S. Court of International Trade and the U.S. Court of Appeals for the Armed Forces. James C. Jenkins, II, B.A., Eckerd College; J.D., University of Maryland School of Law; Former Appellate Attorney and Trial Prosecutor for the Kings City District Attorney's Office, Brooklyn, NY; 10 years' experience in legal research preparation in case law; 2 years' experience in local government law. David D. Beach, B.S., Indiana University South Bend; J.D., Valparaiso University School of Law; M.L.S., Indiana University Purdue University Indianapolis; five years topical & legal research experience; 1 year experience in local government law. Sandra S. Fox, B.A, Florida State University; J.D., Florida State University; 9 years' experience in legal research and writing. SUPPORT PERSONNEL The entire staff, including the printing operation, consists of approximately 140 employees, including 12 attorneys, 29 editors, and 46,000 square feet of floor space. MCC's Electronic Publishing Division maintains full-time proofreaders and typesetters, in addition to sufficient clerical help to respond quickly and accurately to virtually any request from a client. All facilities, including a printing plant, which prints Codes and Supplements to meet the contractual requirements of MCC, are located on our premises. This enables us to control each project from beginning to end with no part being subcontracted. Key personnel are available to answer questions during any phase of the project and to assure quality control in all aspects of publication. MCC will not use subcontractors for this project. Response to Request from Municipal Code Corporation Page 8 REFERENCES Ms. Shelley Goodwin City of San Marcos Interim City Clerk 630 East Hopkins Street San Marcos, TX 78666 (512) 393-8090 Goodwin Shelley@ci.san-marcos.tx.us Ms. Leticia Vacek City of San Antonio City Clerk 100 Military Plaza 2nd Floor San Antonio, TX 78205 3966 (210) 207-7253 Leticia.Vacek@sanantonio.gov Ms. Deloris McKenzie City of Friendswood City Secretary 910 S. Friendswood Dr. Friendswood, TX 77546 4856 (281) 996-3270 dmckenzie@ci.friendswood.tx.us Response to Request from Municipal Code Corporation Page 9 LIST OF MCC'S TEXAS CLIENTS 'Municipalities utilizing our Supplement Service for Codes originally prepared by another publisher. TEXAS CLIENTS Abilene Columbus Grand Prairie Liberty Palmhurst Sonora Addison Commerce Granite Shoals Little Elm Paris South Houston Alamo Heights Conroe Grapevine Live Oak Pasadena Southlake Aledo *Coppell Groves Livingston Pearland *Spring Valley Alice Copperas Cove Haltom City Llano Pearsall Stafford Allen Corpus Christi Hamilton Lockhart Pharr Stamford Alpine Corsicana Hedwig Village Lorena Pinehurst Sugar Land Alvin Crosbyton Helotes Luling Piney Point Village Sulphur Springs Amarillo Crowley Henrietta Lumberton Plano Surfside Beach Andrews Crystal City Hewitt Magnolia Ponder Sweetwater Angleton Daingerfield Hidalgo Manvel Port Aransas Taft Angus Dallas Co. Highland Park Marble Falls Port Arthur Taylor Aransas Pass Decatur Hunters Creek Marlin Port Isabel Taylor Lake Athens Deer Park Village Marshall Port Neches Village Balch Springs Del Rio Huntsville McAllen Portland Terrell Bayou Vista Denison Highland Village McKinney Princeton Texarkana Baytown Denton Hill Country Village McLendon-Chisolm Rancho Viejo Texas City Beaumont Devine *Hilshire Village *Melissa Refugio The Colony Bedford Diboll Hollywood Park Mesquite Richardson Tomball Bellaire Dickinson Houston Midland Richland Hills Trinity Bellmead Dublin Humble Midlothian Richwood Universal City Boerne Dumas Hurst Mineola Roanoke Vernon *Bowie Duncanville Ingleside Mineral Wells Robinson Victoria Breckenridge Eagle Pass Irving Mission Rockport Vidor Brenham Early Jacinto City Missouri City Rockwall Waco Bridge City Eastland Jacksonville Monahans Roma Waxahachie *Brookside Village EI Lago Jasper Montgomery Rosenberg Weatherford Brownsville Ennis Jefferson Morgan's Point Rowlett Webster Brownwood Euless Jersey Village Mount Vernon Rusk Weslaco Bryan Everman *Justin Murphy Sachse Westlake Bunker Hill Village Fairfield Kaufman Nacogdoches Saginaw West Lake Hills Burleson Farmers Branch Keller Nassau Bay San Antonio West University Burnet Fate Kemah Navasota San Marcos Place Carrizo Springs Flower Mound Kennedale Nederland *Santa Fe Wharton Carrollton Forest Hill *Kerrville Needville Schertz White Oak Carthage Fort Stockton Kilgore New Boston Schulenburg White Settlement Castroville Fort Worth Kyle New Braunfels Seabrook Wichita Falls Cedar Hill Fredericksburg La Grange New London Seagoville Winona Center Friendswood La Marque North Richland Hills Sealy Woodville Cibolo Frisco La Porte *Oak Point Seguin Woodway Cisco Gainesville Lake Dallas Oak Ridge North Selma Wylie Clear Lake Shores *Galveston Lake Jackson Odessa Shavano Park Yoakum Cleveland Gilmer Lampasas *Orange Shenandoah Clifton *Georgetown Laredo *Ovilla Shepherd 7/07 Clute Goliad League City Oyster Creek Shoreacres Colleyville Graham Lewisville Palestine Snyder Response to Request from Municipal Code Corporation Page 10 MUNNNUMW PART TWO - SCOPE OF SERvICES SUPPLEMENT SERVICE FOR EXISTING CODE MANUSCRIPT Material. MCC will update the Code manuscript as legislation is passed. The City will forward a copy of the legislation passed by the City upon adoption. MCC will provide updates on a schedule to meet the needs of the City. The City can provide the ordinances via e-mail to ords@municode.com, via fax to 850- 575-8852 or in printed form. MCC can provide printed supplements between 5-15 days, depending upon the amount of legislation. Schedule. After shipment of the Code, MCC shall keep the Code up-to-date by the publication of Supplements that will contain newly enacted ordinances of a general and permanent nature. Supplements can be published on a schedule to meet the requirements of the City. Printed Supplements. Amendments to the printed Code occur in the form of Printed Supplements pages that are issued as replacement pages. Printed Supplements include updated Table of Contents, Code Comparative Table, index and text pages. A Supplement for each printed Code is included in the base per page rate. Electronic Updates. If the City has chosen to receive the Code in electronic media, MCC can provide the Supplements electronically on a schedule to meet the City's needs, e.g., biweekly, monthly or bimonthly. The City may choose to have printed Supplements published less frequently. The electronic media will reflect the entire Code as updated through the most recent Supplement. New Ordinances on the Web (N.O.W.). MCC can post the ordinances passed in between Printed Supplements or Electronic Updates on our website. The ordinances are posted as part of the Preliminaries and also show in the electronic Table of Contents. Once the posted ordinances are incorporated into the Code, they are removed from the website. We recommend the City send legislation in an editable format via email for inclusion in the Code. This allows the legislation to be searchable on the Internet site along with the Code. To view this service, go to the Gainesville, Texas Code of Ordinances — See "Ordinances Enacted/Not Yet Codified" located at the bottom of the Table of Contents. Editorial Work. MCC's editorial team, consisting of a legal editor, proofreader and indexer, will review the legislation against the Code and create the appropriate supplemental pages for the Code. MCC will update all aspects of the Code relating to the legislation to include the Table of Contents, catchlines, tables and index. MCC will also create an instruction sheet to advise the Code holders how to insert and remove pages. MCC will also create a Checklist of Up-to-Date pages with the first supplement. This advises the user of the pages and what supplement they originated from. MCC will include appropriate editorial notes to sections that require additional explanation. A separate supplement can be created for the pamphlet to the Code. We provide you the benefit of assigning the same team to your supplements each update. This provided consistency and knowledge of the City's specific needs. Most of our legal editors have over 9 years of experience and hold Bachelors Degrees. The editor assigned to your account will have at least 6 years worth of editing experience. Delivery. Printed Supplements to the Code and pamphlets, if ordered, will be delivered in bulk to the city, unless the City chooses to utilize MCC's Distribution Services. The website will be updated upon shipment of the printed Supplement or as Electronic Updates are delivered. Response to Request from Municipal Code Corporation Page 11 REPUBLICATION OF CODE Material Included. All legislation of a general and permanent nature, passed in final form by the City will be included in the new Code. MCC prefers the material in an editable electronic form, and will rely upon the electronic media during the project when furnished electronically, unless otherwise instructed. However, materials are not required to be furnished in electronic form and can be provided via fax or printed copy. All material received by MCC will be acknowledged via e-mail or the postal service. Omitted Material. The following legislation, which is not of a general and permanent nature, will be omitted from the Code unless otherwise instructed by MCC and the City: Appropriations; Franchises; Bonds; Vacating Streets and Other Public Properties; Sales of Surplus Assets and Properties; Tax Levies; Special Elections; Contracts and Agreements; Rezoning; Personnel Regulations; Annexations and Disannexations; Tax Anticipated Notes and Issuances of Similar Debt Instruments; Appointments of Named Individuals to Positions within a Governmental Body; Comprehensive Master Plans and Traffic Schedules. Electronic Acknowledgement of Materials. MCC, as part of our process, acknowledges the materials sent by the City in electronic form. You can see the material you have just submitted and we also provide a link to a listing of all material submitted for the project over time. We feel this allows the City to have immediate access to the last ordinance and disposition of ordinances submitted. Monthly Status Reports. MCC will provide monthly updates to the City as to the status of your job. Simply provide an e-mail list or fax list and we will send a detailed statement of the project status. We feel this helps keep all parties involved with the project on the same page. Editorial Work • Preparation of Manuscript. MCC will utilize the existing Code and prepare a manuscript for the project. • Insertion of Ordinances. MCC will edit and insert all ordinance amendments and new ordinances in to the proper places in the Code manuscript and delete from the Code manuscript all provisions that have been repealed. • Page format. MCC can maintain the current format or provide other options for page layout. MCC provides a consistent indentation and numbering system for the Code. This provides the user additional ways to scan and use the text. • Review Footnotes. MCC will review footnotes against the corresponding provisions of the general and specific Acts of the City and prepare new footnotes as approved by the City. • Table of contents. This table will list the chapters, articles and divisions of the Code, giving the page number upon which each begins. • Chapter analysis. Each chapter of the new Code will be preceded by a detailed analysis listing the articles, divisions, and sections contained therein. • Catchlines. Each section will be preceded by a catchline describing the content of the section. • Proper phraseology. Concise, modern and proper phraseology, without conflicts, ambiguities and repetitious provisions. • History notes. Where possible, history notes from the existing Code will be maintained in the new Code. MCC will also add a note for each section added during the project. The note will indicate the source from which the section is derived. Response to Request from Municipal Code Corporation Page 12 • Comparative table. This table lists all ordinances included in the Code and indicates the section in the previous Code from which it was derived; new ordinances are listed in chronological and/or numerical sequence, setting out the location of such ordinances in the Code. • State law reference table, if desired. This table lists by state law citation all sections carrying a reference and their location within the volume. • Type size. Various type sizes and fonts are available for text. MCC provides many different font sizes. We recommend a ten-point size to reduce the size of the volume. The ten-point size is legible and also provides for minimizing the volume size. We also offer eleven and twelve-point size • Index and Tables. MCC will update the index and all tables (Contents, State Law Reference, Prior Code Comparison, Ordinance Disposition, etc.) for the Code as necessitated by the materials. Additional tables required by the City can be created. • Graphics. MCC will add the graphics when provided by the City in a usable format and insert them into the printed and electronic versions of the Code. Proofs Proofs. After editing and proofreading, proofs incorporating the editorial work will be delivered to the City. The proofs are an updated manuscript indicating agreed upon changes as decided by the City and subsequent legislation. MCC guarantees typographical correctness. Any errors attributable to MCC will be corrected at no charge during the term of this Agreement. MCC's liability for all services shall extend only to correcting the errors in the Code and subsequent updates, not to any acts or occurrences as a result of such errors, and only as long as the contract is in effect. Printing MCC will provide the City with one complete Code and a PDF of the entire Code for distribution or printing. MCC will then begin supplementation of the Code as outlined in the RFP and the following section. Delivery The following is a tentative time schedule in the preparation of the Code: a) Submission of proofs to City 2-3 months after completion of editorial conference. b) Delivery of completed Code to City 1-2 months after return of proofs. The above time schedule provides for completion of the Code within three (3) to five (5) months, excluding time required for review of the proofs and any delays occasioned by the City. Response to Request from Municipal Code Corporation Page 13 MCC as Total Code Administrator. MCC will maintain an inventory ut Codes and Supplements for sale to the public, over and above the number specified in this agreement for City use. MCC will be responsible for having available up-to-date copies of the Code for purchase by current and future subscribers. MCC will be responsible for marketing the Code to existing or potential subscribers. All handling expenses and risk of future sales of the Code will be incurred by MCC. MCC will set the sale price for the Code and future Supplements, as approved by the City. Should the City need additional copies of the Code, MCC will provide the desired number of copies at a discounted price. ADDITIONAL OPTIONS FOR REPUBLICATION Legal and Editorial Work. MCC can provide a legal review. We can assign a team, consisting of a lead attorney, editor, proofreader and indexer, to the project. All recommendations by this legal team are intended for use by the City's attorney and should not be considered legal advice. This legal team is responsible for the following: • Research and Review. MCC will research all legislation submitted by the City against the State Constitution, State Law, the Charter (if the City has adopted one), as well as inconsistencies and conflicts within the legislation itself. Zoning and Land Use provisions will be reviewed only if included in the Code. Ordinances enacted, or added, subsequent to the date of this agreement, or items not contemplated within the scope of service, may be added at the additional page rate. • Structure. MCC will suggest a structure and organization for the Code and provide a Table of Contents indicating said structure. MCC will assume the legislative structure is to remain intact unless discussed with our attorney and approved by the City. • Legal Manuscript. MCC will submit a legal manuscript for the City's review. This manuscript will reflect the MCC attorney's legal review and will contain the substantive provisions of legislation provided by the City and with proposed changes. Recommendations by MCC's attorney will be provided and discussed with the City. The legal manuscript will be provided in electronic form; a printed copy can be provided upon request. • Conference. MCC will conduct a conference, either in person, via telephone or webinar, to review the legal manuscript. All persons interested in the project may be included; but the City's attorney and Clerk are essential. Issues discovered during the legal research will be discussed at the conference, with agreed upon solutions noted in the legal manuscript. The City's attorney has the final decision making authority for resolution of issues brought up at the Conference or "footnoted" in the Legal Manuscript. • References. MCC will provide State Law references within the Code. Additional references, such as editors notes, reserved sections, and referenced materials, will be provided as appropriate. • Editing. MCC will edit the Code to reflect proper grammar and stylistic consistency. MCC will not reword any provision that affects the substantive intent of the Code, unless the City approves the revision; however, MCC may make non-substantive revisions to improve readability. • Proofreading. MCC will proofread the Code prior to submitting proofs. The text will be reviewed for sense, structure and to ensure the implementation of the decisions by the City and MCC's attorney are correct. Response to Request from Municipal Code Corporation Page 14 rrrrorrrrrrwrrrir�mr�arrwnrr�rrr • Format Options. MCC will review format options, such as font type (e.g. Arial, New Century School Book, Times New Roman) font size (9, 10, 11, 12 point) page layout (single or double column), graphics appearance and placement, with the City. We will help you choose a format that results in a professional document that is easily researched. Sample page formats will be provided for review and selection. • Index and Tables. MCC will create a subject matter index and all tables (Contents, State Law Reference, Prior Code Comparison, Ordinance Disposition, etc.) for the Code as necessitated by the materials. Additional tables required by the City can be created. • Graphics. MCC will add the graphics when provided by the City in a usable format and insert them into the printed and electronic versions of the Code. • Adopting Ordinance. MCC will provide an Adopting Ordinance upon completion of the project, if the legal review is chosen. ELECTRONIC MEDIA MCC can provide several options (to the City and outside subscribers) for the electronic versions of the Codes. First, the Codes can be provided individually or as a complete set in electronic form. MCC provides all the major word processing programs, such as WORD or WordPerfect (latest versions), as well as generic text such ASCII, HTML or XML. We also provide a PDF option. The files can be write protected at the operating system level as well as the word processing level so that changes to the master version cannot occur. This protection, however, would not prevent a user from copying the data into a program in which changes could be made. The electronic information can be sent via diskette, CD or downloaded from the I nternet. MCC can also integrate the Code with a text retrieval software. Folio and ISYS are our supported search engines and single or multiple licenses are available. These programs provide a complex array of security levels, which the City can select as desired. Normally, the search engine is configured such that no one can access the parent database except for searching. Of course, search results can be exported to word processing software where modifications can occur. MCC can also post the entire Code and/or pending legislation onto the Internet. Our web site is http://www.municode.com. We encourage the City to establish a link to the Code from its homepage. MCC recently implemented our new software, ProPublish. MCC is currently providing 4 T-1 s, 30 servers (for duplication and backup) and handles over 4,500 individual users and over 20,000 page views each day. Excluding time required to update content, our site was up 99.9 % of the time in the first quarter of the year 2005, on a 24-hour basis. MCC survived five hurricanes in 2004, and fully tested our Emergency Management Plan, copies available upon request. Our servers are located in a fireproof room, climate controlled with limited security access and an independent source of power. We doubt anyone can match our plan. We also feel we have the most comprehensive backup system in the industry. We back up all changed data nightly; all files weekly and monthly move a complete backup to an offsite, climate-controlled storage facility. We have tested our entire data system for restoration. Response to Request from Municipal Code Corporation Page 15 SUPPLEMENT SERVICE FOR REPUBLISHED CODE MCC would like to add the following information in regards to supplementation services. Material. MCC will continue to update the Code as legislation is passed. The City will forward a copy of the legislation passed by the City upon adoption. MCC will provide updates on a schedule to meet the needs of the City. The City can provide the ordinances via e-mail to ords@municode.com, via fax to 850- 575-8852 or in printed form. MCC can provide electronic and/or printed supplements between 5-15 days, depending upon the amount of legislation. Schedule. After shipment of the Code, MCC shall keep the Code up-to-date by the publication of Supplements that will contain newly enacted ordinances of a general and permanent nature. Supplements can be published on a schedule to meet the requirements of the City. Printed Supplements. Amendments to the printed Code occur in the form of Printed Supplements pages that are issued as replacement pages. Printed Supplements include updated Table of Contents, Code Comparative Table, index and text pages. A Supplement for each printed Code is included in the base per page rate. Electronic Updates. If the City has chosen to receive the Code in electronic media, MCC can provide the Supplements electronically on a schedule to meet the City's needs, e.g., biweekly, monthly or bimonthly. The City may choose to have printed Supplements published less frequently. The electronic media will reflect the entire Code as updated through the most recent Supplement. New Ordinances on the Web (N.O.W.). MCC can post the ordinances passed in between Printed Supplements or Electronic Updates on our website. The ordinances are posted as part of the Preliminaries and also show in the electronic Table of Contents. Once the posted ordinances are incorporated into the Code, they are removed from the website. We recommend the City send legislation in an editable format via email for inclusion in the Code. This allows the legislation to be searchable on the Internet site along with the Code. To view this service, go to the Gainesville, Texas Code of Ordinances — See "Ordinances Enacted/Not Yet Codified" located at the bottom of the Table of Contents. Editorial Work. MCC's editorial team, consisting of a legal editor, proofreader and indexer, will review the legislation against the Code and create the appropriate supplemental pages for the Code. MCC will update all aspects of the Code relating to the legislation to include the Table of Contents, catchlines, tables and index. MCC will also create an instruction sheet to advise the Code holders how to insert and remove pages. MCC will also create a Checklist of Up-to-Date pages with the first supplement. This advises the user of the pages and what supplement they originated from. MCC will include appropriate editorial notes to sections that require additional explanation. A separate supplement can be created for the pamphlet to the Code. We provide you the benefit of assigning the same team to your supplements each update. This provided consistency and knowledge of the City's specific needs. Most of our legal editors have over 9 years of experience and hold Bachelors Degrees. The editor assigned to your account will have at least 6 years worth of editing experience. Delivery. Printed Supplements to the Code and pamphlets, if ordered, will be delivered in bulk to the city, unless the City chooses to utilize MCC's Distribution Services. The website will be updated upon shipment of the printed Supplement or as Electronic Updates are delivered. Response to Request from Municipal Code Corporation Page 16 SUPPLEMENT SERVICE QUOTATION SHEET FOR CITY OF ROUND ROCK, TEXAS Supplement Service Base Page Rate for Existing Code Manuscript Page Format Base Page Rate Single Column $17 per page Base page rate above includes • Acknowledgement of Material • Data conversion, as necessary • Editorial Work • Proofreading • Updating Index • Updating Electronic versions2, (e.g. CDs and Internet) • Printing 1 Supplements • PDF of Supplement and/or complete Code Please Circle Preferred Supplementation Schedule Below: Electronic Bi- On Updates Annual Semi-annual Quarterly Monthly Request Printed Annual Semi-annual Quarterly Bi- On Supplements Monthly Request New Ords Upon submission On Request On the Web Additional Services that apply to Supplement Service • Graphics, per graphic $10 • Color Graphics (includes printing), each $25 • Freight Actual freight • New Ordinances on the Web (NOW), no editing, 3-5 day turnaround, per ordinance $25 Payment for Supplement and Additional Services Invoices will be submitted upon shipment of project(s). sWe do not charge a per page rate for updating CDs or the Internet—this is included in the supplement per page rate. Schedule can be changed at any time during the contract. Information on Weekly, Bi-weekly and Monthly Supplement schedules are available upon request. Response to Request from Municipal Code Corporation Page 17 HNNNNOW REPUBLICATION QUOTATION SHEET FOR CITY OF ROUND ROCK, TEXAS Base Cost, includes $7,000 • Receipt, review and organization of materials • Editorial Work • 1 Copies, to include binders and tabs • PDF of entire Code • Editing • Proofreading • Proofs of Code Manuscript • Updating Index and Tables • Graphics • Code on the Internet for one year' • Freight • Distribution of Codes and Supplements • Code formatted in RTF Payments for Republication Services • Execution of Agreement $2,800 • Submission of Proofs 1,750 • Delivery Balance 's OPTIONAL SERVICES - - t 1,144 • Electronic Media Options See attached information • Legal review to include legal manuscript $4,000 • Implementation of Legal findings to include proofs $2,000 • Conference, onsite $1,500 • Teleconference, per session $500 4 Subsequent years$400 a year. Response to Request from Municipal Code Corporation Page 18 SUPPLEMENT SERVICE QUOTATION SHEET FOR CITY OF ROUND ROCK, TEXAS Supplement Service Base Page Rate for Republished Code Page Format Base Page Rate Single Column $17 per page Base page rate above includes • Acknowledgement of Material • Data conversion, as necessary • Editorial Work • Proofreading • Updating Index • Updating Electronic versions5, (e.g. CDs and Internet) • Printing 1 Supplements • PDF of Supplement and/or complete Code Please Circle Preferred Supplementation Schedules Below: Electronic Bi- On Updates Annual Semi-annual Quarterly Monthly Request Printed Annual Semi-annual Quarterly Bi- On Supplements Monthly Request New Ords Upon submission On Request On the Web Additional Services that apply to Supplement Service • Graphics, per graphic $10 • Color Graphics (includes printing), each $25 • Freight Actual freight • New Ordinances on the Web (NOW), no editing, 3-5 day turnaround, per ordinance $25 Payment for Supplement and Additional Services Invoices will be submitted upon shipment of project(s). sWe do not charge a per page rate for updating CDs or the Internet—this is included in the supplement per page rate. Schedule can be changed at any time during the contract. Information on Weekly, Bi-weekly and Monthly Supplement schedules are available upon request. Response to Request from Municipal Code Corporation Page 19 Submitted by: MUNICIPAL CODE CORPORATION Vice President: Witness: " I&PA )Okl Date: July 30, 2007 Accepted by: CITY OF ROUND ROCK, TEXAS By: Title: Witness: Date: i 1 Response to Request from Municipal Code Corporation Page 20 �A z Take a look at our Electronic Services! g There are many benefits to getting your Code in electronic format: ' ,y • No retyping ordinances to amend the Code � � � .7 • Easy access and searching • Unlimited public access to the Code online • Reduction in printed supplements • Multiple delivery options-CD, download, or e-mail DATABASE We can prepare your Code or a chapter of your Code for use with most word processing packages, such as WordPerfect or Microsoft Word.We can also provide text options like HTML,XML and TXT. -No Charge PDF FORMAT MCC can provide the Code in PDF format.The PDF format mirrors the printed Code. $295 SEARCH &R ETR I EVAL SOFTWARE]price includes single user license,inquire about multi-licensing options] Purchase a Folio BoundV/EWS version of your Code of Ordinances and experience some of the most sophisticated search and retrieval tools available. This is the absolute best choice for customizable printing,exporting,searching,and content management for your Code of Ordinances. $495* ....................................................... ................................ ......_..... ................... ............... ........... . ............................... ....... .................................... ......................................... CODE ON INTERNET Let us host your Code on our site with the latest search software,ProPublish.This allows access to your Code of Ordinances to anyone with an Internet connection.We can even customize the look of your Code on our site to integrate seamlessly with your existing site.Annual subscription price... $400 .......... . ......... ............. . ......................... . ........................... .. ......_....... ........................................................_......... .... MULTIPLE CODE SEARCH Need to search several cities or counties at once?Save time and money with our new multi code search subscription service.Perform one keyword search and access every available city or county Code of Ordinances within a state simultaneously. Annual subscription price... $200 E-SUPPLEMENTS Once you have selected an electronic product, you can update it more often than the printed supplements for the same price as your supplement per page rate! ...................... ... ..........._ ....................................._...... ............. ........................ ................................ .. . ......._..... ... ............................. . .......... N.O.W. (New Ordinances on the Web) SERVICE With your electronic product,we can even post your ordinances with the online Code.We offer a 3 to 5 dayturnaround! Price per ordinance UPDATED ELECTRONIC PRODUCTS MCC will update the electronic product you have chosen after each supplement.Price per update... Municipal 1 Code Corporation lGod PO lox 2235 Tallahmee,FL 3231 $00-262-2633 Fax:850-575-8852 lnfiD@municode.com Response to Request from Municipal Code Corporation Page 21 RFP 07-040 Specification Number 07-961-12 Dated:July 2007 City of Round Rock REQUEST FOR PROPOSALS RECODIFICATION SERVICES—PRINT AND ONLINE VERSION PART I GENERAL INFORMATION 1. PURPOSE 1.1. The intent of this Request for Proposal and resulting agreement for the City of Round Rock,Texas, seeks the services of qualified contractor(s)to provide an initial recodification of the existing Code of Ordinances edition,and to thereafter provide periodic codification, maintenance and update services for ordinances passed by the City of Round Rock,Texas. 2. DEFINITIONS: The following definitions will be used for identified terms throughout the specification and proposal document: 2.1. Agreement—A mutually binding legal document obligating the Vendor to furnish the goods,equipment or services, and obligating the City to pay for it. 2.2. City—Identifies the City of Round Rock,Travis and Williamson Counties,Texas. 2.3. Deliverables means the goods,products,materials,and/or services to be provided to the City by Proposer if awarded the contract. 2.4. Goods represent materials,supplies,commodities and equipment. 2.5. Professional Services means services that use skills that are predominantly mental or intellectual, rather than physical or manual including,but not limited to,accounting,architecture, land surveying, law,medicine,optometry and professional engineering. 2.6. Proposal is a complete,properly signed response to a Solicitation that if accepted,would bind the Proposer to perform the resulting contract. 2.7. Proposer identifies persons and entities that submit a proposal. 2.8. Purchase Order-is an order placed by the Purchasing Office for the purchase of Goods or Services written on the City's standard Purchase Order form and which,when accepted by the Bidder, becomes a contract.The Purchase Order is the Bidder's authority to deliver and invoice the City for Goods or Services specified,and the City's commitment to accept the Goods or Services for an agreed upon price. 2.9. Services-work performed to meet a demand. The furnishing of labor,time,or effort by the vendor and their ability to comply with promised delivery dates, specification and technical assistance specified. 2.10. Subcontractor-Any person or business enterprise providing goods, labor,and/or services to a Vendor if such goods, equipment, labor,and/or services are procured or used in fulfillment of the Vendor's obligations arising from a contract with the City. 2.11. Vendor—(Sometimes referred to as Contractor)A person or business enterprise providing goods, equipment, labor and/or services to the City as fulfillment of obligations arising from a contract or purchase order. 3. CONFLICT OF INTEREST 3.1. Effective January 1,2006, Chapter 176 of the Texas Local Government Code(House Bill 914)requires that any vendor or person considering doing business with a local government entity disclose the vendor or person's affiliation or business relationship that might cause a conflict of interest with a local government entity. The Conflict of Interest Questionnaire form is available from the Texas Ethics Commission at www.ethics.state.tx.us. Completed Conflict of Interest Questionnaires may be mailed or delivered by hand to the City Secretary. If mailing a completed form, please mail to: City of Round Rock EXHIBIT Christine Martinez, City Secretary 221 East Main Round Rock,Texas 78664-5299 Page 1 of 6 RFP 07-040 Specification Number 07-961-12 Dated:July 2007 3.2. Any attempt to intentionally or unintentionally conceal or obfuscate a conflict of interest may automatically result in the disqualification of the vendor's proposal. 4. CITY CONTACT: 4.1. All responses for Request for Proposals(RFP),as well as any questions,clarifications or requests for general information are to be directed to: Randy Barker Purchasing Supervisor 221 East Main Round Rock,TX 78664-5299 Telephone(512)218-3295 Fax(512)218-7028 rbarker(c-round-rock.tx.us 4.2. The individual above may be telephoned for clarification of the specifications of this Request for Proposals only. No authority is intended or implied that specifications may be amended or alternates accepted prior to closing date without written approval of the City. Under no circumstances will private meetings be scheduled between Proposer and City staff. 5. EX PARTE COMMUNICATION: 5.1. Please note that to insure the proper and fair evaluation of a proposal,the City of Round Rock prohibits ex parte communication(e.g., unsolicited)initiated by the Proposer to a City Official or Employee evaluating or considering the proposals prior to the time a formal decision has been made.Communication between Proposer and the City will be initiated by the appropriate City Official or Employee in order to obtain information or clarification needed to develop a proper and accurate evaluation of the proposal. Ex parte communication may be grounds for disqualifying the offending Proposer from consideration or award of the solicitation then in evaluation,or any future solicitation. 6. PROPOSAL SCHEDULE 6.1. It is the City's intention to comply with the following project schedule: 6.1.1. Request for Proposals released July 17, 2007 6.1.2. Deadline for questions July 25, 2007 6.1.3. City response to all questions/addendums July 27, 2007 6.1.4. Responses for RFP due by 3:00 p.m. July 31, 2007 NOTE:These dates represent a tentative schedule of events. The City reserves the right to modify these dates at any time,with appropriate notice to prospective Proposer. 6.2. All questions regarding the RFP shall be submitted in writing(either electronically,fax,or regular mail)by 5:00 pm on July 25,2007 to above named City Contact. All interested firms will be provided with a copy of the questions submitted and the City's response. 7. PROPOSAL DUE DATE: 7.1. Sealed proposals are due no later than 3:00 p.m.,July 31,2007 to the Office of the Purchasing Department. Mail or carry sealed proposals to: City of Round Rock,Texas 221 East Main Round Rock,Texas 78664-5299 7.2. Proposals received after this time and date will not be considered. 7.3. Sealed proposals should be clearly marked on the outside of packaging"DO NOT OPEN—RFP 07-040 RECODIFICATION ONLINE". 7.4. Facsimile or electronically transmitted proposals are not acceptable. 7.5. Each proposal and each proposal variation shall be submitted in one(1)original and five(5)copies. 8. PROPOSAL SUBMISSION REQUIREMENTS: Interested and qualified firms or teams shall: 8.1. Submit one(1)original and five(5)copies of materials that demonstrate their experience in performing projects of this scale and complexity. Page 2 of 6 RFP 07-040 Specification Number 07-961-12 Dated:July 2007 8.2. Documentation shall include: 8.2.1. Identification of the firm/team responding to the RFP to include a brief summary of team member experiences. 8.2.2. A summary demonstrating the firm's/team's qualifications to satisfy all the technical areas identified in the specification. 8.2.3. A representative list of projects of a scale and complexity similar to the project being considered by the city. The list should include the project location,client,services provided by your firm for the project,term of sponsorship and an owner contact name. 8.2.4. Project timeline outlining the steps the firm would take in the implementation of the project. 8.3. Provide references: Provide the name,address,telephone number and point of contact of at least three clients that have utilized the same or similar product and services within the last 2 years. References may be checked prior to award. Any negative responses received may result in disqualification from consideration for award. Failure to include references with submittal may result in disqualification from consideration for award. 8.4. Identify any subcontractors to be used for this project. Experience,qualifications and references of the subcontractors shall be submitted. The City reserves the right to approve or disapprove all subcontractors prior to any work being performed. 9. EVALUATION CRITERIA: 9.1. All proposals received shall be evaluated based on the best value for the City by considering all or part of the criteria listed,as well as any relevant criteria specifically listed in the solicitation: 9.1.1. Price; 9.1.2. Long-term cost to the City to acquire Proposer's goods and services; 9.1.3. The extent to which the goods or services meet the City's needs; 9.1.4. Completeness,technical competence and clarity of the proposal; 9.1.5. Project Process and Outline; 9.1.6. Compliance with Requested Form and Information; 9.1.7. Reputation of the Proposer and the Proposer's services; 9.1.8. Technical Expertise; 9.1.9. Client List/Sponsor Reference and Experience; 9.1.10. Proposer's past relationship with the City. All vendors will be evaluated on their past performance and prior dealings with the City to include, but not limited to,failure to meet specifications,poor quality, poor workmanship, late delivery. 10. EVALUATION PROCESS: 10.1. A committee comprised of City Staff and others as appropriate will review the responses to the RFP and may develop a short list of firms/teams. 10.2. Interviews and/or demonstrations may be conducted with any of the"short listed"firms/teams to discuss their qualifications, resources,and availability to provide the services requested. 10.2.1. Upon completion of the evaluation,the selection committee may recommend a firm/team for the project identified. 10.2.2. A contract with the recommended firm/team for the project will then be negotiated. This process will be completed with the City Council's authorization to the mayor for the execution of the contract or the execution of the contract by the City Manager. 10.3. The City of Round Rock will not provide compensation or defray any cost incurred by any firm related to the response to this request. The City of Round Rock reserves the right to negotiate with any and all persons or firms. The City of Round Rock also reserves the right to reject any or all proposals,or to accept any proposal deemed most advantageous, or to waive any irregularities or informalities in the proposal received,and to revise the process and/or schedule as circumstances require. 11. CONFIDENTIALITY OF PROPOSAL CONTENT: 11.1. All proposals submitted in response to this RFP shall be held confidential until an agreement is awarded. Following the agreement award, proposals are subject to release as public information unless the proposal or specific parts of the proposal can be shown to be exempt from the Texas Public Information Act. Proposers are advised to consult Page 3 of 6 RFP 07-040 Specification Number 07-961-12 Dated:July 2007 with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information.The City assumes no obligation or responsibility for asserting legal arguments on behalf of potential Proposers. 11.2. If a Proposer believes that a proposal or parts of a proposal are confidential,then the Proposer shall so specify.The Proposer shall stamp in bold red letters the term"CONFIDENTIAL"on that part of the proposal,which the Proposer believes to be confidential.Vague and general claims as to confidentiality shall not be accepted.All proposals and parts of proposals that are not marked as confidential will be automatically considered public information after the agreement is awarded. 12. CLARIFICATION OF PROPOSALS: 12.1. The City reserves the right to request clarification or additional information specific to any proposal after all proposals have been received. PART II GENERAL TERMS AND CONDITIONS 1. AGREEMENT: The term of the Agreement resulting from the solicitation may be for five(5)consecutive twelve-month periods of time from the effective date and shall remain in full force and effect unless and until it expires by operation of the term stated or until terminated or extended as provided herein. 1.1. Renew the Agreement for two additional periods of time not to exceed twelve months for each renewal provided both parties agree. 1.2. Review the following at the end of each twelve-month review period or renewal: 1.2.1. Vendor performance; 1.2.2. Price; 1.2.3. Continuing need; 1.2.4. Advancements in technologies and or service; 1.2.5. The City may terminate the Agreement with or without cause or may continue through the next twelve- month review or renewal period. 2. PRICE:The contract price shall be firm for the duration of the agreement or extension periods except as provided for in paragraph below. No separate line item charges shall be permitted for either bidding or invoice purposes,which shall include equipment rental,demurrage,cost associated with obtaining permits or any other extraneous charges. 3. PRICE ADJUSTMENT:The City may permit"unit price"adjustments upward,only as a result of a cost increase in goods or services in accordance with the Producers Price Index located at http://stats.bis.aov/ppi/home.htm. Any price increase shall be requested by the Vendor in writing and accompanied with the appropriate documentation to justify the increase. The vendor may offer price decreases in excess of the allowable percentage change. 4. INDEMNIFICATION:The successful Proposer shall indemnify,save harmless and exempt the City, its officers,agents, servants,and employees from and against any and all suits,actions, legal proceedings,claims,demands,damages,costs, expenses,attorney fees and any and all other costs or fees incident to any work done as a result of this quote and arising out of a willful or negligent act or omission of the successful Proposer, its officers,agents, servants,and employees; provided, however,that the successful Proposer shall not be liable for any suits,actions, legal proceedings,claims,demands, damages, costs,expenses and attorney fees arising out of a willful or negligent act or omission of the City, it's officers,agents,servants and employees,or third parties. 5. INSURANCE: The successful Proposer shall meet or exceed ALL insurance requirements set forth by the City of Round Rock as identified in Attachment A to the specifications. Any additional insurance requirements of participating or cooperative parties will be included as subsequent Attachments and shall require mandatory compliance. 6. VENUE: The agreement shall be governed by and construed in accordance with the laws of the State of Texas.Venue shall be in the applicable court,Williamson County,Texas. 8. INDEPENDENT CONTRACTOR: 8.1. It is understood and agreed that the Contractor shall not be considered an employee of the City. 8.2. The Contractor shall not be within protection or coverage of the City's Worker'Compensation insurance, Health Insurance, Liability Insurance or any other insurance that the City from time to time may have in force and effect. Page 4 of 6 RFP 07-040 Specification Number 07-961-12 Dated:July 2007 PART III SPECIFICATIONS 1. STATEMENT OF INTENT: 1.1. These specifications cover only the general requirements as to the performance and some design criteria,as well as vendor responsibilities for Recodification Services—Print and On-Line Versions. The manufacturers shall be responsible for designing and furnishing a system that meets all of the performance requirements and design criteria herein,as well as provide software that is designed for the intended application. 2. SCOPE OF WORK 2.1. The City requests proposals for Recodification Services including Print and Online Versions. All proposals must be made on the basis of and either meet or exceed the requirements contained herein. All Proposers shall review new ordinances and ordinance amendments to the existing Code against the full Code manuscript. 2.2. Edit and insert all ordinances amendments and new ordinances into the proper places in the Code manuscript and delete from the Code manuscript all provisions that have been repealed. 2.3. Review footnotes against the corresponding provisions of the general and specific Acts of the City of Round Rock and prepare new or revised footnotes as applicable to the current laws of the City of Round Rock. The City shall be notified of all changes being made. 2.4. Revise,as needed,the analysis at the front of each chapter,consisting of numerical listing of the catch lines of the individual sections in the chapter. A new analysis shall be prepared as needed for each new chapter. 2.5. Revise,as needed,the Table of Contents for each title,consisting of numerical listing of each chapter. 2.6. Edit ordinances and ordinance amendments to assure properly styled catch lines,and properly and uniformly spelled, capitalized and punctuated text, according to the style of the Code. 2.7. Ensure all appropriate historical references to each Code section are carried forward. 2.8. Prepare index revisions for each future supplement on a replacement page basis to assure the general index to the Code is kept current at all times. 2.9. Accomplish all work on a replacement page basis in accordance with printing specifications. 2.10. Prepare a Comparative Section Table indicating the disposition of integrated ordinances and resolutions. 2.11. Proof all pages to be included in each supplement,accepting full responsibility for page replacement without cost to the City at any time errors are noted after delivery. Such replacement pages shall be delivered as part of the next supplement. Any specific questions concerning text placement,context,or format should be raised with the City Attorney. 2.12. Provide a copy of the Code of Ordinances of the City of Round Rock on a Compact Disc,compatible with Microsoft Word 2000 or newer. An updated compact disc may be requested by the City annually. 3. BIDDER QUALIFICATIONS: 3.1. The opening of a bid or proposal shall not be construed as the City's acceptance of such responder as qualified and responsible. The City reserves the right to reject any and all submittals. All responders shall furnish the following information at a minimum: 3.1.1. References: Provide the name,address,telephone number and point of contact of at least three firms that have utilized the same or similar software. References may be checked prior to award. Any negative responses received may result in disqualification of bid. 3.1.2. Identify any subcontractors to be used for this project. Experience,qualifications and references of the subcontractors shall be submitted.The City reserves the right to approve or disapprove all subcontractors prior to any work being performed. PART IV INVOICE AND PAYMENT Page 5 of 6 RFP 07-040 Specification Number 07-961-12 Dated:July 2007 1. INVOICING I.I. Contractor shall submit one original and two copies of each invoice referencing the assigned Purchase Order number to the following address: City of Round Rock Accounts Payable 221 East Main Round Rock,TX 78664-5299 2. PROMPT PAYMENT POLICY 2.1. Payments will be made within thirty days after the City receives the supplies, materials,equipment,or the day on which the performance of services was completed or the day,on which the City receives a correct invoice for the service,whichever is later. The Contractor may charge a late fee(fee shall not be greater than that which is permitted by Texas law)for payments not made in accordance with this prompt payment policy; however,this policy does not apply to payments made by the City in the event: 2.1.1. There is a bona fide dispute between the City and Contractor concerning the supplies, materials, services or equipment delivered or the services performed that causes the payment to be late; or 2.1.2. The terms of a federal contract,grant, regulation,or statute prevent the City from making a timely payment with Federal Funds;or 2.1.3. There is a bona fide dispute between the Contractor and a subcontractor or between a subcontractor and its suppliers concerning supplies,material,or equipment delivered or the services performed which caused the payment to be late;or 2.1.4. The invoice is not mailed to the City in strict accordance with instructions, if any,on the purchase order or contract or other such contractual agreement. 3. OVERCHARGES 3.1. Contractor hereby assigns to purchaser any and all claims for overcharges associated with this purchase which arise under the antitrust laws of the United States, 15 USGA Section 1 et seg.,and which arise under the antitrust laws of the State of Texas, Bus.and Com.Code,Section 15.01,et seg. Page 6 of 6