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HomeMy WebLinkAboutResolution - 2023-R0108 - Addendum to Professional Service Agreement with Franklin Legal PublishingResolution No. 2023-R0108 Item No. 5.21 February 28, 2023 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, an Addendum to that certain Professional Services Agreement for Code of Ordinances Supplementation Services with Franklin Legal Publishing, Inc., a General Code Company, Resolution No. 2005-R0555, dated December 1, 2005, and related documents, a copy of which Addendum is attached hereto as Exhibit "A" and incorporated herein for all purposes as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on February 28, 2023 TRAY VAYNK MAYOR ATT ST: Y Rebeb6a Garza, City Secretary APPROVED AS TO CONTENT: J\K- Rebec a Garza, City S-ecr4tjy te, W A-istant City Attorney RES.Addendum-Franklin Legal Services December 2, 2022 Resolution No. 2023-R0108 Exhibit A GENERAL A Member of the ICC Family of Solutions FRANKLIN L E G A L P U 8 L 1 5 H I N G A GENERAL CODE C 0 M PA N Y ADDENDUM TO PROFESSIONAL SERVICES AGREEMENT FOR CODE OF ORDINANCES SUPPLEMENTATION SERVICES BY AND BETWEEN THE CITY OF LUBBOCK, TEXAS, AND FRANKLIN LEGAL PUBLISHING DATED DECEMBER 1, 2005. THIS ADDENDUM made and entered into by and between the CITY OF LUBBOCK, TEXAS, (hereinafter referred to as "City") and FRANKLIN LEGAL PUBLISHING, INC. (hereinafter referred to as "Franklin Legal") provides for revision to services provided by Franklin Legal to the City for code supplementation and online code hosting services. RECITALS WHEREAS the City and Franklin Legal entered into an agreement for code supplementation services and online code hosting services ("Agreement"); and WHEREAS, Franklin Legal has provided all services as provided for in said Agreement at existing rates and levels of service since the date of execution in 2005; and WHEREAS, Franklin Legal has now been acquired by and is a part of General Code LLC, a member of the International Code Council family of companies; and WHEREAS, Franklin Legal is now able to offer additional online services to the City through the new relationship with General Code, thus not offering the existing online platform; and WHEREAS, Franklin Legal, a General Code Company, no longer maintains a principal office and employees in the City of Lubbock, Texas; NOW, THEREFORE, the parties agree to modify the following parts of the agreement: 1. A. Part I, Item (6) as set forth below: (6) Delivery. The required number of completed Code supplements will be delivered to the City with no charges for shipping and handling. 1. B. Part III, Item (2)(c) as set forth below: (c) Code on the Internet, annually, using eCode360, Premium features, including but not limited to PubDocs, Notes, New Laws, MultiCode searching, download to Word ..................................... $1,195.00 *NOTE: Features more fully detailed in attached documentation. 781 Elmgrove Road i Rochester, NY 14624 d 800.836.88341 Fax 585.328.8189 1 generalcode.com 2. Except as otherwise provided herein all terms and conditions of the agreement shall remain in full force and effect. 3. The City hereby agrees to the revisions outlined above, and to General Code's Codification Terms and Conditions. See Exhibit A. IN WITNESS WHEREOF, the Parties hereto have executed this Addendum. FRANKLIN LEGAL PUBLISHING/GENERAL CODE By Lynn M. Martin, COO 01 /12/2023 APPROVED AS TO CONTENT: Re4ecca Garza City Se Date February 28, 2023 eCode360 Platform Our eCode360 platform is designed specifically to house codified laws and municipal information. eCode360's intuitive design, responsive navigation, and robust search functionality drive performance and user satisfaction. Simple for Everyone eCode360 offers a user experience that's simple and intuitive. Our easy -to -use, uncluttered interface allows users to access, search and share Code sections with incredible speed and precision on desktop and mobile devices. It provides the power to communicate information to everyone in your municipality like never before. 24/7/365 Access and Security General Code® supports your community through technologies that transform your users' experience and empower your community to access, navigate and share your Code in exciting new ways. Our eCode360 platform was designed by our own in-house team of software engineers, experts who understand the importance and value of simplifying how you access and use your Code, generating an impressive 71,000 users a day while boasting an incredible uptime average of 99.9%. eCode360 is available 24/7, 365 days a year. eCode360 is hosted on Amazon Web Services (AWS)'s EC2, which has an uptime guarantee of 99.99%. Our servers are backed up using IT industry best practices, taking advantage of multiple redundancies and regions within AWS. In addition to a robust disaster recovery plan, we have taken steps to avoid disaster by building eCode360 from the ground up to be secure and scalable. The system isdesigned and engineered to minimize the possibility of intrusion and uses multiple leading -edge technologies to harden and secure the service. eCode360 is our proprietary platform and does not require any Folio installation or licenses. Maintenance and Updates eCode360 is maintenance -free for our users. General Code employs a team of software developers, web application developers and system administrators who maintain and update the platform to give you an intuitive and seamless experience with your Code. Each time your Code is supplemented, General Code will automatically update your eCode360 to reflect any changes that were made to the Code. Free Introductory eCode Webinar for Municipal Staff Our introductory eCode webinar lets you work online with an experienced Training Specialist who can demonstrate eCode360's powerful tools and offer step-by-step guidance to help you use the Code. A great resource for municipal employees who want to help their constituents! "Multi -purpose" yourCode Content —and better serve your community. Give departments and individuals within your municipality the ability to view and use the specific Code information they need —when they need it. With eCode360 Content Export, we export your Code's content to an Excel or CSV file. From there, the file can be imported into systems other departments are already using where information from your Code can be quickly viewed and used. This saves others —especially staff who serve the public in the field —the time and effort of searching the entire Code manually to find the particular section they need. For more information about our Content Export services, please contact us at sales@eeneralcode.com. • • Between regular Code supplements General Code will temporarily post PDF New Laws ' copies of new legislation to your online Code Custom Settings for Admin Control the look of your eCode360 by selecting custom colors and accents, Users and uploading a custom banner or photo Search by key words, phrases, section numbers and more A comprehensive list of key words and phrases to speed searching _ Easy and Flexible Searching_ Electronic Index j Dynamic Table of Contents Users can find the information they need and see their current location with a table of contents that moves as users browse EmailorShare Links Email a link to a specific Code section or share via social media Printing Print with user-friendly functionality and a variety of user options Boo r kmarking Searches ; ` Save favorites to quickly return to sections of the Code j Archive View I View a permanent archive of your Code, updated with each supplement "Sticky" Table Headers Table headers remain stationary as you scroll Translate I Users can view your Code in more than 100 additional languages eCode360 Search App Use your mobile device to search your Code _ Linked New Laws As new legislation is posted, we will add links from the New Laws section of eCode360 to the affected Code chapters or articles _ _ Public and Private Notes Create personalized links and annotations within the Code j Search across multiple Codes by municipality geographic region _ Multicode Search Download to Word , government type or population to find sample legislation or other Code content for zoning use, legal cases or historical research Administrative users can download Code text to a Microsoft Word document to edit and track changes when drafting new legislation Download to PDF j Public users can directly download Code text to a PDF document New Laws Indicator Advanced Search Customizable Titles eAlert PubDocs Module Code Change Indicators help users identify sections of your Code that have been changed and provide links to the new legislation_ Search across the Code, Public Documents, New Laws and Notes using an Intuitive query tool and filtering system to quickly pinpoint the most relevant information Administrative users can add customized titles and comments to your legislation in New Laws Public users can sign up to receive notifications of changes in the Code Post non -Code documents along with your online Code Sample eCode360 Screens Charter Code © Archives New Laws (96) Index Notes OPublic Documents Agendas Budgets Comprehensive Plans Legislation Minutes Misc. Documents Resolutions CITY OF ❑1 Enter search term... CQ I AdvaKed I rbdticode F3 Print Q Email u Download < Share ES Get Updates o Add Note ! City of 16wnwi%*, W / Gentry Legstz on !!! E Chapter 295 Swimming Pools r` L ]j QI i%® A City Building Permit is required along with requirements in this chapter before any installation or construction of a swimming pool. C*JjujtjbS Permit fink, crmw m: n3+Poa by JYNe swL*% LY moGfw anb)l ,-su+Cars (HISTORY. Adopted bl the Common Council of the City of Townsville as Ch. 35 of the 1975 ..umc,pal Code Amendments noted where apolicaUe ] Find Codes Add Codes G Q Add Act Codes (2264) p Ca.:y Q Custom Banner o Cwny ---y N.SS6 Q Public and Private Notes C ,,"W cat me S, C, , 1.0 :; O C 7 .Pp—naceunty,- C C<y .t4 aty. ru k-1— W 19M C C 7 AdW, e.,,,.,9w k: W ;,,,, © View Archived Codes Search Codes Q Public Documents Portal -- _ _R.. _......�......-._ w Tale Adopwd Subject AffftU LL No. t9.204 - Sewer Amendment :O`8-08-02 Clerk Depamnwts and &.rea.s Ch 18A. Ch Amendment 20 �1t.9 doe: +to r'YK; , • V•p LL No. 20-2018 �'- :0'4-08.23 ZC ng Amend-*n- Ch as % 0 . LL. No. 29-2018 Q Z0te-08-23 Zon,ng Amendment Ch 8s ?: LL No, 22.2098 2o4-09-•3 Nee boyhood Prestnatan Anxndm*rA Ch 82 LL No. 23-20s8 —8- g ,3 8wld +g Construct on AGrr rvstraan AmenCrNnt Ch 16 LL"2p-20.8 2o,4.09-•3 Zo^ngAme,dment Chas LL No. ty2w8 Li 20-.8-oq-r3 Zoning .:mendmen; Ch 8s © Multicode Q New Laws Exhibit A TERMS AND CONDITIONS LAW AND ORDINANCE CODIFICATION, SUPPLEMENTATION SERVICES AND ONLINE CODE HOSTING AND UPDATES These Terms and Conditions, together with the Proposal (the "Proposal"), constitute a legally binding agreement (this "Agreement") between the MUNICIPALITY/Licensee (the "Municipality") and General Code, LLC ("General Code"), General Code d/b/a Franklin Legal Publishing, or Code Publishing, LLC (collectively, the "Company"). 1. Responsibility of The Company. The Company shall be responsible for the performance of the services provided for in this Agreement in accordance with the "Performance Schedule." The Company shall be responsible for the correctness and accuracy of its work, based upon the material and information supplied by the Municipality, as reflected in the completed codification, supplementation and online hosted code updates delivered to the Municipality. Regardless of the Municipality's acceptance of completed materials when delivered, the Company shall correct errors found either by the Municipality or the Company. See "Warranties; Limitations" for the Company's liability for all services. 2. Responsibility of the Municipality. The Municipality shall be responsible for the correctness and accuracy of the information it supplies to the Company ("Municipality Content"). By acquiring an online hosted code, the Municipality hereby requests that Municipality Content be posted online, and the Municipality will be responsible for the presentation, accuracy and completeness of the Municipality Content provided, and the Company will be entitled to post that Municipality Content without review or editing. Further, the Municipality is responsible for providing the Company with timely decisions and answers to questions raised by the Company, for inclusion of sufficient funds in the budget to pay the Company for services, and for the prompt payment of invoices. The Municipality shall also be responsible for completing its work in accordance with the "Performance Schedule." 3. Responsibility of the Municipality's Counsel. In conjunction with the services rendered by the Company and the work of the Municipality and the Company, any and all questions requiring legal advice or opinion, analysis of legislation for legal sufficiency, interpretation of cases or statute, etc., shall be directed by the Municipality and the Company to the Municipality's counsel. At the request of the Municipality or its counsel, the Company shall make available to the Municipality's counsel information in its possession relating to legal issues or opinions obtained during its work with other municipalities, as well as sample copies of legislation as requested by the Municipality. 4. Protection of Confidential Information. During the time this Agreement is in effect, both the Municipality and the Company may have access to or receive information that is of a confidential nature. This information may include data relating to client information, products, product development, designs, processes, systems, computer software, computer hardware, methods of production, costs, pricing, finances, sales or marketing plans, customers, business partners, vendors, vendor prospects, employees and municipal records and data. All such information, including any materials embodying such information, whether disclosed orally or otherwise and whether or not marked "Confidential" or "Proprietary," will be considered by officials of the Municipality and by the Company and the Company's employees as proprietary and confidential. Both the Municipality and the Company will use reasonable efforts to protect the confidentiality of the other's Confidential Information but in no case less than the same efforts as it uses to protect its own confidential information and will not use any Confidential Information of the other for any purpose other than fulfilling its obligations under thisAgreement. 5. Indemnification. Page I of 6 Rev date: 01.06.22 Exhibit A To the extent possible by law, the Municipality hereby agrees to indemnify, defend and hold the Company harmless from and against any and all liability, losses, costs, and expenses (including reasonable attorneys' fees) incurred by the Company in connection with any claim arising out of or relating to: A. The Municipality's use of online code; B. The content, the quality, or the performance of Municipality Content; C. The Municipality's violation of this Agreement; or D. The Municipality's violation of the rights of any other person orentity. 6. Municipality Primary Contact. The Municipality shall identify, and name, an appropriate individual, with corresponding contact information, including electronic mail address, as the "Primary Contact" with whom the Company should communicate matters regarding the online code, such as maintenance notifications, and who has the authority to make requests including release of Municipality data, both internally to the Company and to the Municipality, restoration of data, and other configuration changes. 7. System Monitoring. The Company will not systematically monitor Municipality Content, but the Company reserves the right to review Municipality Content from time to time at its discretion. The Company reserves the right to (a) disable access to or delete any Municipality Content which it determines in its sole discretion (such discretion to be exercised in good faith) to be illegal, obscene, threatening, defamatory, fraudulent, infringing, harassing, or otherwise offensive, and (b) disable access to or delete any other Municipality Content under justified exigent circumstances, as such circumstances are determined in good faith by the Company. 8. PaymentTerms. All invoices will be processed in accordance with the Payment Schedule set forth in the Proposal. However, the Municipality may choose to pay in advance of Payment Schedule for products and services provided in this Agreement, if so desired. In such a case, the Company shall hold the funds on account and draw from them in accordance with the Payment Schedule until the Contract is completed, or for up to 12 months, whichever is later. If any funds remain on account after 12 months, or end of Contract, the Company will contact the Municipality regarding disposition of said funds. Unless otherwise specified in the Payment Schedule, all payments shall be made within 30 days of receipt of the invoice/voucher. The Municipality shall not discount nor withhold any portion of the amount for any reason. The Company reserves the right to issue progress billings for services that span several months. 9. Software. A. DEFINITIONS (i) "Licensed Program" shall mean the Company software product eCode360" and any other software product provided to the Municipality by the Company or its affiliates or licensors pursuant to the Proposal. (ii) "Update" means a new release of the Licensed Software made available by the Company to its customers, containing bug fixes and minor modifications or enhancements, but not a new version containing significant new features, as determined by the Company in its sole discretion. (iii) "Use" shall mean accessing, downloading, copying or duplication of any portion of a Licensed Program from the Internet, storage units or media for processing or the utilization of the Licensed Program for its intended purpose. B. LICENSE GRANT The Company hereby grants the Municipality a non-exclusive, non -transferable, non -licensable, non - assignable license to Use the Licensed Program. C. PROPRIETARY RIGHTS; RESTRICTIONS Paae 2 of 6 Rev date: 01.06.22 Exhibit A The Licensed Program is owned by the Company and/or its affiliates and/or licensors and is copyrighted and proprietary in nature. The Licensed Program is being licensed, not sold to the Municipality. The Municipality shall respect such proprietary rights and shall not use such Licensed Program except as permitted by this Agreement and shall not decompile, disassemble or reverse engineer the Licensed Program, and shall not sublicense, sell, distribute, rent, or disclose the Licensed Program, in whole or in part, in whatever form without the express written permission of the Company. The Municipality will not use the Licensed Program to take any actions that (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation (including those regarding export control); or (iii) are defamatory, trade libelous, threatening, harassing, or obscene. D. LIMITEDWARRANTY;LIMITOFLIABILITY (i) Limited Warranty. The Company warrants to the Municipality that the Licensed Program will perform substantially in accordance with the accompanying written materials for a period of one year from the date of receipt. The Company's entire liability and the Municipality's exclusive remedy shall be, at the Company's option, either repair or replacement of the Licensed Program that does meet this Limited Warranty. Claims under this Limited Warranty must be received by the Company during the one year period. Any repaired or replaced Licensed Program shall be warranted for the remainder of the original one year warranty period or 30 days from the date of receipt, whichever is longer. This Limited Warranty applies only to the Municipality and does not apply to failures caused by abuse, misuse or casualty loss, including power outages and surges. (II) NO OTHER WARRANTY. THE COMPANY DOES NOT WARRANT THAT THE LICENSED PROGRAM IS FREE FROM ALL BUGS, ERRORS AND OMISSIONS. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SUBSECTION D(I) , THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO ANY LICENSED PROGRAM AND/OR RELATED MATERIALS TO BE FURNISHED BY THE COMPANY. (iii) Limitation of Liability. In no event shall the Company be liable for any lost profits, revenues, use, opportunities, or data, or any indirect, special, punitive or consequential damages in connection with or arising out of this Agreement or the existence, furnishing, failure to furnish, or use of the Licensed Program and/or related material and/or device. In any case, the Company's total liability shall be limited to the price paid by the Municipality for the Licensed Program. E. MAINTENANCE OF LICENSED PROGRAM (i) Fees for Maintenance. Upon termination of the warranty period specified in subsection D(i), The Company will invoice the Municipality for maintenance services for the twelve (12) months following expiration of the warranty period. If the Municipality pays the annual maintenance fee within thirty (30) days after invoice, the Company shall provide such maintenance services for such twelve (12) month period. If the Municipality does not timely pay the annual maintenance fee, then the Company shall have no further obligation to provide maintenance or support of the Licensed Program to the Municipality. If the Municipality pays the first annual maintenance fee, the Company will thereafter invoice Municipality annually for the maintenance fee for so long as the Municipality pays the annual maintenance fee. If the Municipality timely pays the annual maintenance fee, the Company's maintenance services shall continue for that annual period. If the Municipality does not timely pay the annual maintenance fee, then the Company shall have no further obligation to provide maintenance or support to the Municipality, and the Company may terminate this Agreement pursuant to Section 12B. If the Municipality allows the maintenance services to lapse, it may not reinstate maintenance services unless it first pays all maintenance fees for the lapsed period. Page 3 of 6 Rev date: 01.06.22 Exhibit A (ii) Updates. During any annual period for which the Municipality has paid the annual maintenance fee, the Municipality shall be provided with any Updates produced by the Company at no additional charge. Nothing herein shall convey any rights to the Municipality with respect to any new version of the Licensed Program. F. TRANSFER OF LICENSE The Municipality agrees that it shall not assign or transfer this license granted herein without the prior written consent of The Company. G. GENERAL (i) If the Licensed Program is acquired by an agency or other part of the U.S. Government, the Licensed Program and accompanying written materials are provided with Restricted Rights and use, duplication, or disclosure by the Government is subject to restrictions as set forth in Rights in General Data Alternative III at 48 CFR 52.227.14 or in subparagraphs (c) (1) and (2) of the Commercial Computer Program -Restricted Rights clause at 48 C.F.R. 52.227-19, as applicable. (ii) This Section 9 is a license of software and is not a sale of goods. Neither Article 2 of the Uniform Commercial Code or the U.N. Convention on Contracts for the International Sale of Goods shall be applicable to the Licensed Program. 10. Delivery of Completed Materials. The Company will deliver completed materials via USPS, UPS, motor freight, air freight, FTP or whichever method offers the most efficient delivery at the time. Delivery, handling, packaging, insurance and/or shipping charges will be prepaid by the Company and added to the invoice/voucher for services to be paid by the Municipality. 11. Title; Copyright. A. The Municipality will retain all rights, including copyrights, and title to the text of its municipal code (the "Code") but hereby grants to the Company the right and license to use, reproduce, adapt, distribute, display and advertise the Code, and to digitize the Code and to prepare, reproduce, publish and sell, distribute, transmit, perform, display, broadcast, upload, download, communicate to the public, rent, lend or otherwise transfer or make available or store in any medium a copy of the Code whether or not adapted or abridged on its own or in combination with any other work by means of or through any electronic medium, including, digital, optical and magnetic information storage and retrieval platforms or systems, on-line, electronic or other reproduction, transmission or publication, or by any other means whether now known or subsequently developed. B. All computer software and other intellectual property of the Company used in performing its services shall remain the property of the Company and/or its affiliates and/or licensors. Model building codes and/or other model codes used by the Company in the Licensed Program or otherwise is performing its services shall remain the property of the Company and/or its affiliates, and no ownership or other proprietary right in those model codes is conveyed in the Municipality. 12. Term and Termination. A. Unless otherwise specified in the Proposal, the initial term of this Agreement, unless sooner terminated as hereafter provided, shall be for one year, commencing on the date hereof, and will then be automatically extended for additional successive one-year periods unless either party notifies the other in writing not less than 90 days prior to the end of the initial term or any extension period that this Agreement will not be extended. Services and support provided during any extension period will be provided at the Company's then -current price. B. If the Municipality fails to pay any amount payable to the Company under this Agreement, including maintenance fees, when due, the Company may terminate this Agreement upon 30 days prior written notice to the Municipality. Services and support provided during any extension period will be provided at the Company's then -current price. Page 4 of 6 Rev date- 01.06.22 Exhibit A C. Either party shall have the right to terminate this Agreement with immediate effect if the other party fails to cure to such party's reasonable satisfaction any material breach or violation of this Agreement within 60 days after such party has given the other written notice thereof. D. Upon termination, the Company shall promptly return all materials received from the Municipality, and the Company shall be entitled to receive just and equitable compensation for all services performed prior to the date of termination. E. If this Agreement terminates, the Company may, upon ten -days prior notice to the Municipality, cease hosting on the Company's website the Code and other Municipality Content posted by the Municipality. F. Section 4, 5, 9C, 9D, 9G, 11, 12, 13 and 15 through 23 shall survive any expiration or termination of this Agreement. 13. Warranties; Limitations. A. The Company warrants that the services provided hereunder will be performed by qualified personnel in a good and workmanlike manner and that any deliverables will be free of material defects. The Company's liability and the Municipality's exclusive remedy for failure of any service or deliverable to meet this warranty shall be limited to reperformance, at the Company's cost, of such service or deliverable. The Company's warranty does not extend to failures arising out of (i) incorrect or insufficient data, specifications or instructions provided by the Municipality or (ii) work or services performed byothers. B. THE COMPANY DOES NOT WARRANT THAT SOFTWARE WILL BE ERROR FREE OR WILL OPERATE UNINTERRUPTED. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY. IMPLIED WARRANTIES OF FITNESS AND MERCHANTABILITY SHALL NOT APPLY. THE COMPANY'S WARRANTY OBLIGATIONS AND THE MUNICIPALITY'S REMEDIES HEREUNDER ARE SOLELY AND EXCLUSIVELY AS STATED HEREIN. C. The limitations and protections against liability afforded the Company, and its licensors herein shall apply to any action or claim in connection with the services, whether based on contract, tort, statute orotherwise (including negligence, warranty and strict liability). The cumulative liability of the Company, and its licensors for all obligations, warranties and guaranties, whether express or implied, with respect to services performed hereunder shall be limited to the amount paid to the Company pursuant to this Agreement. The Company, and its licensors shall not be liable to the Municipality or any other person or entity for lost profits, revenues, use, opportunities, or data, or any indirect, special, incidental, punitive or consequential damages arising from the performance or nonperformance of services or the use or inability to use any software or product, irrespective of whether the claims or actions for such damages are based upon contract, tort, negligence, strict liability, warranty or otherwise. D. No action may be maintained or proceeding commenced by the Municipality or others against the Company or its licensors with respect to the Licensed Program or services unless such action or proceeding is commenced within one year after completion by the Company of the particular services to which such action or proceeding relates_ 14. Changes. The Municipality may at any time request changes in the scope of this Agreement. Moreover, the Company may suggest changes. Where changes are agreed to by the parties, the Company shall issue a Change Order for the Municipality's review and signature describing the changes as well as the adjustments in schedule and fees occasioned by the changes in scope. the Company shall not be required to implement any change until the Municipality has signed and returned the Change Order. 15. Notices. All notices and other communications which are required or permitted to be given pursuant to this Agreement shall be in writing and shall be delivered either personally, by facsimile, by reputable overnight courier or by registered or certified mail and shall be deemed effectively received (i) if delivered in person, on the date of such delivery, (ii) if transmitted by facsimile, on the date indicated on the sender's receipt of confirmation, (iii) if delivered by overnight courier, on the next business day following deposit thereof with such overnight courier, or (iv) if sent by mail, upon the third business day following the deposit thereof, postageprepaid. Page 5 of 6 Rev date: Ol .06.22 Exhibit A 16. ForceMajeure. If any performance by any party shall be prevented, hindered or delayed by reason of any cause beyond the reasonable control of such party (such event being hereafter called an "event"), including, without limitation, acts of God, riots, fires, floods, unusually severe weather, curtailment or termination of sources or supplies of energy or power, inability to obtain or delay in obtaining materials or supplies, strikes or other disputes involving such party or its subcontractors or suppliers, acts of war, insurrection, civil unrest, terrorism, elevated risk of terrorism, riot or disorder, acts of governmental authorities, changes in law or regulation, or any other cause beyond the reasonable control of such party, whether similar or dissimilar to those expressed hereinabove, such party shall be excused from performance to the extent that its performance is so prevented, hindered or delayed. Such excuse from performance shall extend so long as the event continues toprevent, hinder or delay the performance by such party. The party whose performance is affected shall give the other parties notice within 15 days of the event specifying the event, the performance affected and the anticipated date, if any, performance can be made. 17. Disclaimer ofAssociation. This Agreement shall not be construed as creating a partnership, joint venture, agency or any other association which would impose upon one party liability for the acts or omission of the other, and neither party shall have the right to bind the other. 18. No Waiver. Any failure by either party hereto to enforce at any time any term or condition shall not be considered a waiver of that party's right thereafter to enforce each and every term and condition. 19. Severability of Provisions. If any part of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, that part shall be severed from this Agreement and shall be deemed to have never been a part of this Agreement and shall not affect the validity of the remainder of this Agreement. 20. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter. 21. Dispute Resolution. The parties mutually agree to seek mediation as the preferred alternative of dispute resolution in the event of any disagreement over the terms of this contract. 22. Governing Law; Jurisdiction. This Agreement is governed by the laws of..Texas, without regard to its conflict of laws doctrine. Each party consents to the exclusive jurisdiction of the courts sitting in Lubbock County, State of Texas with respect to any disputes arising out of this Agreement. In any action or proceeding arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable legal fees andexpenses. 23. Counterparts; Signatures. This Agreement may be executed in two or more counterparts, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument. The exchange of copies of this Agreement, including executed signature pages, by electronic transmission (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.d_ ocusign.com) will constitute effective execution and delivery of this Agreement for all purposes. Page 6 of 6 Rev date: 01.06.22 Exhibit B Contract No: 6559 ADDENDUM TO AGREEMENT WITH FRANKLIN LEGAL PUBLISHING, A GENERAL CODE COMPANY This Addendum to the above referenced Agreement is made and entered into by and between the City of Lubbock (the "City), A Texas Municipal Corporation, and (FRANKLIN LEGAL PUBLISHING, A GENERAL CODE COMPANY). (1) All funds for payment by the City under this Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of non -appropriation of funds by the City Council of the City of Lubbock for the services provided under the Agreement, the City will terminate the Agreement, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the services covered by this Agreement is spent, whichever event occurs first (the "Non -Appropriation Date"). If at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by the Vendor on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the Non -Appropriation Date. (2) The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. (3) Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. (4) No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. (5) Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. (6) To the extent Subchapter J, Chapter 552, Government Code applies to this agreement, Contractor agrees to: (1) preserve all contracting information related to the contract as provided by the records retention requirements applicable to the governmental body for the duration of the contract; (2) promptly provide to the governmental body any contracting information related to the contract that is in the custody or possession of the entity on request of the governmental body; and (3) on completion of the contract, either: (A) provide at no cost to the governmental body all contracting information related to the contract that is in the custody or possession of the entity; or (B) preserve the contracting information related to the contract as provided by the records retention requirements applicable to the governmental body. (7) This Agreement is subject to all present and future valid laws, orders, rules and ordinances and/or regulations of the United States of America, the State of Texas, the Parties, and any other regulatory body having jurisdiction. This Agreement shall be construed and governed according to the laws of the State of Texas. The sole venue for any action, controversy, dispute or claim arising under this Agreement shall be in a court of appropriate jurisdiction in Lubbock County, Texas exclusively. (8) The parties expressly acknowledge that the City's authority to indemnify and/or hold harmless any third party is governed by Article XI, Section 7 of the Texas Constitution and any provision which purports to require indemnification by the City is invalid. (9) In the event of any conflict between either the terms or provisions of this Addendum and the Agreement, this Addendum will control. CITY OF LUBBOCK ATT ST: / V RebecN.4 Garza, ty Secretary APPROVED TO CONTENT: Rebec a Garza, City Secretary FRANKLIN LEGAL PUBLISHING GENERAL CODE Lynn. M. Martin, COO A4CC>RO® CERTIFICATE OF LIABILITY INSURANCE 11%.� DATE(MM/DD/YYYY) 1 01/01/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Paradigm Risk Management` 1016 W Jackson Blvd °ONTACT Kevin Greer __ NAME• �, 312 332 6900 FAX No): ADDRESS: Chicago, IL 60476 INSURERS AFFORDING COVERAGE NAIC 0 INSURER A: The Charter Oak Fire Insurance Company INSURED INSURERS: Travelers Property Casualty Company INSURERC: Travelers Indemnity Company [CC General Code, Inc 781 Eimgrove Road INSURERD: Aids Insurance Company INSURER E : Rochester, NY 14624 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS S_HO_W_N MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRLTR TYPE OF INSURANCE ADD SUER POLICY NUMBER A M1DDPOLID EFF M�MIUDD f:%P LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE u OCCUR I EACH OCCURRENCE $ 1,000,000 PREMISES Me occurrence $ 1.000,000 MED EXP (Any one person) s 10,000 P-630-4P243453-COF-23 01/01/2023 01/01/2024 A PERSONAL & ADV INJURY S N/A GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY D EC El LOC GENERAL AGGREGATE S 2,000,00 PRODUCTS - COMP/OP AGG s 2,000,000 S OTHER: AUTOMOBILE LIABILITY (Ea aocidentl COMBINEDSINGLELIMIT S 1,000,000 ANY AUTO BODILY INJURY (Per person) S A OWNED 1 SCHEDULED AUTOS ONLY AUTOS 610.4P247403-23-43-G 01/01/2023 01/01/2024 BODILY INJURY (Per accident) S xI HIRED NON -OWNED AUTOS ONLY X AUTOS ON PROPEER,N NDAMAGE $ X UMBRELLA LIAR X OCCUR EACH OCCURRENCE S 12.000,000 B EXCESSLtAe I I cLAJMS-MAD- CUP-4P258466-23-43 01/01/2023 01/01/2024 AGGREGATE $ 12,000,000 $ DED I I RETENTIONS C WORKERS COMPENSATION AND EMPLOYERS LIABILITY Y/N ANYPROPRIETOR/PARTNERIEXECUTIVE OFFICER/MEMBEREXCLUDED) ❑N (Mandatory In NH) NIA UB-4P245919-23-43-G 01/01/2023 01/01/2024 PER OTH- X I STATUTE ER E.L. EACH ACCIDENT $ 1.000,000 E.L. DISEASE- EA EMPLOYEE $ 1,000,000 If yes describe under DESCRIPTION OF OPERATIONS below I I E.L. DISEASE -POLICY LIMIT $ 1,000,000 D Professional Liability P-001-000066542-05 01/01/2023 01/01/2024 $10,000, 000 each $10,000,000 claim Annual Agg DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attachad If more space is required) City of Lubbock 162513th Street Lubbock, TX 79401 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ACORD CORPORATION_ All rinh4c rpeprvpd ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2023-986511 General Code LLC dba Franklin Legal Publishing Lubbock, TX United States Date Filed: 02/22/2023 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock, TX Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identity the contract, and provide a description of the services, goods, or other property to be provided under the contract. LU6396 codification services and online hosting 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary Martin, Lynn Rochester, NY United States X LoVerde, Cristina Rochester, NY United States X Wight, Jeff Rochester, NY United States X 5 Check only if there is NO Interested Parry. ❑ 6 UNSWORN DECLARATION My name is Lynn M. Martin and my date of birth is My address is 289 Jonquil Lane Rochester NY 14612 USA (street) (city) (state) (zip code) (country) declare under penalty of perjury that the foregoing is true and correct. Executed in Monroe County, state of New York on the 22 day of February 20 23 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.3ac88bc0 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2023-986511 General Code LLC dba Franklin Legal Publishing Lubbock, TX United States Date Filed: 02/22/2023 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock, TX Date Acknowledged: 03/13/2023 g Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. LU6396 codification services and online hosting 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Martin, Lynn Rochester, NY United States X LoVerde, Cristina Rochester, NY United States X Wight, Jeff Rochester, NY United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of , 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.3ac88bc0