Municipal City Codes

MUNICIPAL CITY CODES

This Municipal City Codes Agreement (the Agreement) is entered into by and between City Name: and Contractor Name: effective as of .

WHEREAS

WHEREAS, the City has enacted ordinances and regulations that together constitute the municipal code and requires professional codification, periodic updating, indexing, and provision of electronic and printed access to the Code; and

WHEREAS, the Contractor represents that it has experience, staff, and technical capability to codify, publish, and maintain municipal codes in forms acceptable to the City and to produce a consolidated, searchable, and defensible City Code; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other terms under which the Contractor will codify and maintain the City's municipal codes.

SCOPE OF WORK

The Contractor shall provide services including, but not limited to, editorial codification, cross-referencing, indexing, compilation of ordinances, placement of annotations, electronic hosting, archival of repealed and superseded provisions, and production of printed volumes consistent with municipal ordinance numbering and legislative intent. All work shall conform to the City's formatting and amendment protocols and to any applicable statutes governing municipal code publication.

PAYMENT TERMS

Invoices shall be rendered in accordance with the payment schedule above. Payments are due within days of invoice receipt. Any undisputed invoiced amount not paid within the foregoing period shall accrue interest at the rate of per month (or the maximum lawful rate if less).

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

CONFIDENTIALITY

The parties acknowledge that, in performing services under this Agreement, each may receive or have access to confidential information, including drafts of ordinances, personnel information, and internal administrative records (Confidential Information). The recipient shall (i) use Confidential Information only for the purposes of performing under this Agreement, (ii) restrict disclosure to those employees and subcontractors with a need to know, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of the recipient or is independently developed by the recipient without use of the discloser's Confidential Information.

INTELLECTUAL PROPERTY AND PUBLICATION

All original materials, compilations, formatting, indexing, and editorial enhancements produced by Contractor pursuant to this Agreement (the Work Product) shall be the sole and exclusive property of the City upon payment in full. The Contractor hereby assigns all right, title, and interest in such Work Product to the City. Contractor may retain copies for archival purposes but shall not publish, license, or otherwise distribute the City's Work Product without the City's prior written consent.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. Venue for any dispute arising under or related to this Agreement shall lie exclusively in the state or federal courts located within the county in which the City is situated.

INDEMNIFICATION AND LIABILITY

Contractor shall indemnify, defend and hold harmless the City, its officers, employees and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's performance under this Agreement, except to the extent caused by the City's negligence or willful misconduct. The parties agree that Contractor's liability shall not be limited except as provided by applicable law.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and executed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of Parties: The Contractor is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

Subcontracting: Contractor shall not subcontract material portions of the services without the City's prior written consent. Contractor shall remain liable for the acts and omissions of any approved subcontractors.

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