Quality Code Publishing (QCP) !wihm 16-01,
ALITY
CODE
PUBLISHING
PROFESSIONAL
SERVICES
AGREEMENT
FOR
THE CITY OF
TIGARD, OREGON
April 6, 2009
8015 15th Avenue N.W.
Suite 1
Seattle,Washington 98117
phone 206-216-9500
800-328-4348
Fax 206-216-9900
www.gcode.us
Your CodificationSpecialists
TABLE OF CONTENTS
PAGE
PARTI-SCOPE OF SERVICES..........................................................................................................3
SUPPLEMENTSERVICE.......................................................................................................3
CODEON CD-ROM................................................................................................................4
PART II-PRICES AND PAYMENT TERMS.....................................................................................5
PART III-RECITATIONS AND SIGNATURES...............................................................................6
2
1
PROFESSIONAL SERVICES AGREEMENT
Quality Code Publishing hereinafter referred to as "QCP," hereby agrees to research, edit, codify
and publish the ordinances of the City of Tigard, Oregon, hereinafter referred to as "City,"
according to the following terms and conditions:
PART I- SCOPE OF SERVICES
1. SUPPLEMENT SERVICES. QCP will provide ongoing updates for the City, on a
regular schedule,as directed by the City. Ordinances will be forwarded to QCP as they
are adopted. Prior to beginning a regularly scheduled supplement, QCP will contact the
City to confirm that QCP has received all the necessary ordinances. QCP's editors will
prepare each supplement by completing the following steps:
1.1. Editing. QCP will organize the new ordinances by subject and will insert all
amendments into their proper places in the code text.Provisions that have been
repealed shall be deleted from the code text.New ordinances shall be codified to
match the style of the code.Any conflicts,inconsistencies,duplications or
discrepancies created by the new material shall be brought to the attention of the
City.
1.2. Proofreading.The revised pages will be proofread against the applicable
ordinance to insure accuracy of content. QCP is responsible for the typographical
correctness of the supplemented material.Any errors attributable to QCP will be
corrected at no charge to the City. QCP will correct the error and ship the
replacement pages to the City within five(5)working days of notification of the
error,unless the City requests the errors be corrected,at no charge,in the next
regularly scheduled supplement.
1.3. Update Related Parts. All history notes, tables,cross-references and index
entries will be updated to reflect the new material.
1.4. Publish Supplement Pages. The revised pages will be typeset to match the style
and format of the code and printed on 20 lb.white bond paper(or equivalent)
matching the existing code stock.The supplement will be printed in the quantity
specified by the City.
1.5. Insertion Guide. Each supplement will include a page with instructions for
inserting the new pages and removing obsolete ones.
1.6. Frequency. The City may choose to supplement the code monthly, quarterly,
semi-annually,annually,or on an "as-needed" basis.The City may change the
supplement interval at any time. Frequency of supplementation does not affect
the supplement rate.
1.7. Termination. The City may terminate the supplement service by canceling in
writing at least 60 days prior to the editorial cutoff date for any regularly
scheduled supplement.
3
2. CODE ON CD-ROM. Subscribers to our electronic publishing services will receive an
electronic copy of the code on CD after each printed supplement. The CD will contain the
entire updated code in MS Word format. File format and software are subject to change to
allow for improved technology,but no additional software licenses are required to use the
CD.PDF files containing the exact images of the supplement pages published by QCP
are also included on the CD. QCP published pages may be reproduced by printing these
files from Adobe Reader. Familiarity with creating 2-sided documents on your printer
may be needed to duplicate actual code pages.
PART II - PRICES AND PAYMENT TERMS
3. SUPPLEMENT SERVICES.
Supplement charge per page(1 printed copy& 1 copy on CD-ROM).................................................$18.00
4. Shipping and handling will be prepaid by QCP and invoiced to the City upon delivery.
5. Payment Schedule: Balance due upon delivery of products and services to the City. Balances
which remain unpaid more than 45 days after delivery are subject to a late charge of 1.5% per
month.
PART III-RECITATIONS AND SIGNATURES
6. PERSONNEL. Only experienced and qualified personnel will be employed in all editorial and
codification work. QCP's Customer Relations Representative will consult the City when
necessary and will keep the City informed of the progress of all codification work.
7. WARRANTY. QCP warrants only that the code will contain all of the currently effective
ordinances provided to QCP by the City as revised and amended according to instructions from
the City's Representative.
8. ASSIGNATION, INTEGRATION AND MODIFICATION. When executed by both QCP
and the City, this agreement constitutes the entire agreement between the parties. There are no
other agreements or representations not set forth in this agreement. This agreement incorporates
all prior negotiations, agreements and representations. This agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns.This agreement may
not be modified except in writing, signed by QCP and the City.
9. LAWS OF WASHINGTON TO GOVERN. This agreement shall be governed by and
construed in accordance with the laws of the State of Washington.
10. TIME FOR COMPLETION. Time is of the essence. For the laws of the City to be effective,
they must be accessible and easily available to the public.It is the intention of the company,with
the cooperation of the City, to deliver each regularly scheduled supplement to the City within 30-
45 days after the established supplement cutoff date.
11. WAIVER. The waiver by any party of a breach of any provision of this agreement or the failure
by any party to claim a breach of any provision of this agreement shall not constitute a waiver of
any subsequent breach, or change the effect of or make that provision thereafter unenforceable in
any way.
12. DURATION OF QUOTATION/SIGNATURES. This quotation and agreement constitutes a
bid by Quality Code Publishing for the performance of the codification services described herein.
If this quotation and agreement is executed by the City within 90 days of the date hereof, it shall
be a binding contract between QCP and the City.
Submitted April 6, 2009 by Accepted by the City of Tigard, OR
Quality ublishing
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B Ong` BY
Nancy L. Title
President 9
Date
6
Form
W-9 Request for Taxpayer Give form to the
(Rev.October 2007) Identification Number and Certification requester. Do not
send to the IRS.
Department of the Treasury
Internal Revenue Service
Name(as shown on your income tax return)
Quality Code Publishing LLC
ca Business name,if different from above
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c
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o c Check appropriate box: ❑ Individual/Sole proprietor ❑ Corporation ❑ Partnership Exempt
r« ✓❑ Limited liability company.Enter the tax classification(D=disregarded entity,C=corporation,P=partnership)► __.____ ❑ payee
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p ❑ Other(see instructions) ►
c c Address(number,street,and apt.or suite no.) Requester's name and address(optional)
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n o 8015 15th Avenue NW,Suite 1
w
.5 City,state,and ZIP code
N
Q Seattle,WA 98117
aa) List account number(s)here(optional)
U)
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on Line 1 to avoid Social security number
backup withholding. For individuals,this is your social security number(SSN). However,for a resident
alien, sole proprietor,or disregarded entity, see the Part I instructions on page 3. For other entities, it is
your employer identification number(EIN). If you do not have a number, see How to get a TIN on page 3. or
Note. If the account is in more than one name,see the chart on page 4 for guidelines on whose r32
ployer identification number
number to enter. ' 0128395
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me), and
2. 1 am not subject to backup withholding because:(a) I am exempt from backup withholding,or(b) I have not been notified by the Internal
Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends, or(c)the IRS has
notified me that I am no longer subject to backup withholding, and
3. 1 am a U.S. citizen or other U.S. person(defined below).
Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement(IRA),and generally, payments other than interest and dividends,you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.
Sign Signature of _ — O
Here U.S,person
Date 00, ((!
General Instructions Definition of a U.S. person. For federal tax purposes, you are
considered a U.S.person if you are:
Section references are to the Inter nue Code unless • An individual who is a U.S. citizen or U.S. resident alien,
otherwise noted.
• A partnership, corporation, company, or association created or
Purpose of Form organized in the United States or under the laws of the United
A person who is required to file an information return with the States,
IRS must obtain your correct taxpayer identification number(TIN) • An estate (other than a foreign estate), or
to report,for example, income paid to you, real estate • A domestic trust (as defined in Regulations section
transactions, mortgage interest you paid, acquisition or 301.7701-7).
abandonment of secured property, cancellation of debt, or Special rules for partnerships.Partnerships that conduct a
contributions you made to an IRA. trade or business in the United States are generally required to
Use Form W-9 only if you are a U.S. person (including a pay a withholding tax on any foreign partners' share of income
resident alien),to provide your correct TIN to the person from such business. Further, in certain cases where a Form W-9
requesting it (the requester) and, when applicable, to: has not been received, a partnership is required to presume that
1. Certify that the TIN you are giving is correct(or you are a partner is a foreign person, and pay the withholding tax.
waiting for a number to be issued), Therefore, if you are a U.S. person that is a partner in a
2. Certify that you are not subject to backup withholding, or partnership conducting a trade or business in the United States,
provide Form W-9 to the partnership to establish your U.S.
3. Claim exemption from backup withholding if you are a U.S. status and avoid withholding on your share of partnership
exempt payee. If applicable, you are also certifying that as a income.
U.S. person, your allocable share of any partnership income from The person who gives Form W-9 to the partnership for
a U.S.trade or business is not subject to the withholding tax on purposes of establishing its U.S. status and avoiding withholding
foreign partners' share of effectively connected income. on its allocable share of net income from the partnership
Note. If a requester gives you a form other than Form W-9 to conducting a trade or business in the United States is in the
request your TIN, you must use the requester's form if it is following cases:
substantially similar to this Form W-9. • The U.S. owner of a disregarded entity and not the entity,
Cat.No.10231X Form W-9 (Rev. 10-2007)