Agenda Item A.4
CPMS CONSENT CALENDAR
Meeting Date: May 20, 2025
TO: Mayor and Councilmembers
SUBMITTED BY: Deborah S. Lopez, City Clerk
PREPARED BY: David J. Cutaia, Deputy City Clerk
SUBJECT: Assignment of Existing Agreements for Professional Publishing Services with Quality Code Publishing to General Code, LLC and Amendment No. 5 to Increase Agreement Funding
RECOMMENDATION:
Authorize the City Manager to execute Amendment No. 5 to the Professional Services Agreements between the City of Goleta and General Code, LLC, increasing the total not- to-exceed amount of the agreement by $35,000 for a new not-to-exceed total of $100,000 with a termination date of June 30, 202 7, subject to FY 25/26 and FY 26/27 budget approval.
BACKGROUND:
The City of Goleta entered into a Professional Services Agreement (Agreement No. 2015- 105) with Quality Code Publishing on October 29, 2015, for Municipal Code publication services, with a not-to-exceed amount of $29,500. Over the years, the agreement was amended as follows:
Amendment No. 1 (July 20, 2018): Extended the term to June 30, 2020.
Amendment No. 2 (June 4, 2020): Extended the term to June 30, 2022.
Amendment No. 3 (July 26, 20 21): Increased the not-to-exceed amount to $45,000 and extended the term to June 30, 2023.
Amendment No. 4 (May 16, 2023): Increased the not -to-exceed amount to $65,000 and extended the term to June 30, 2025.
On April 30, 2022, Quality Code Publishing was acquired by General Code, LLC. As part of this acquisition, all assets and agreements, including the City’s contract, were transferred to General Code , LLC (Attachment 1) . An Assignment and Assumption Agreement was executed between General Code, LLC and Nancy Helmer (the owner of 1 Meeting Date: May 20, 2025
Quality Code Publishing) to effect this transfer, ensuring continuity of services without interruption. It was understood that when the agreement was due to be amended, the assignment of the name would not change from Quality Code Publishing.
The proposed Amendment 5 (A ttachment 2 ) is intended to formally approve the assignment of the contract from Quality Code Publishing to General Code, LLC. The proposed amendment will also increase the total not -to-exceed amount by $35,000 to cover services through June 30, 2027.
DISCUSSION:
This assignment does not alter the scope, terms, or obligations of the original agreement and amendments, nor does it affect the team members assigned to the City’s projects.
To continue providing high-quality and uninterrupted Municipal Code publication services, staff recommends increasing the agreement’s not -to-exceed amount by $35,000. This increase will cover anticipated expenses through the current agreement term ending June 30, 2027. The new total not-to-exceed amount will be $100,000.
Approval of this assignment and amendment ensures uninterrupted delivery of Municipal Code publication services, accommodates projected costs, and provides the City with access to General Code’s broader resourc es and expertise. Staff has reviewed the agreement and determined that the transfer and funding adjustment align with the City’s needs and expectations.
FISCAL IMPACTS:
The proposed contract increase of $35,000 is available as follows: $5,000 in FY 24/25, and pending approval of the two-year budget, $15,000 in FY 25/26, and $15,000 in FY 26/27. All funding comes from account 101-10-1300-51200, Professional Services (Municipal Code). This action ensures sufficient funding to support continued services under the agreement.
Municipal Code, FY 24/25
Fund Type Account FY 24/25
Current
Budget
YTD
Actuals
Budget
Available
Contract Not
to Exceed
Amount
Requested
for FY
2024/25
General 101-10-
1300-
51200
$87,300 $75,715.38 $9,204.62 $5,000
Total $87,300 $75,715.38 $11,584.62 $0
The funding chart above includes the requested agreement increase for the current fiscal year only. Amounts for the next two fiscal years are pending approval of the City’s 2 Meeting Date: May 20, 2025
upcoming two -year budget cycle, with annual funding projected to remain status quo based on the FY 24/25 allocation.
ALTERNATIVES:
The City Council could elect not to approve the proposed funding increase. This action would require establishing a new agreement with General Code, LLC or another vendor, potentially resulting in delays and disruptions to the Municipal Code publication services
LEGAL REVIEW BY: Isaac Rosen, City Attorney
APPROVED BY: Robert Nisbet, City Manager
ATTACHMENTS:
1. Assignment and Assumption Agreement executed on April 30, 2022
2. Amendment No. 5 to Professional Services Agreement 2015-105 with General Code
3. Original Professional Services Agreement (Agreement No. 2015 -105) and subsequent amendments
3 Attachment 1
Assignment and Assumption Agreement executed on April 30, 2022 4 ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT is dated as of April 30, 2022 (this “Assumption Agreement”), between General Code, LLC, a New York limited liability company (the “Assignee”), and Nancy Helmer, an individual (the “Assignor”). All capitalized terms used but not defined in this Assumption Agreement shall have the meanings assigned to such terms in that certain Membership Interest Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), between the Assignor and the Assignee.
For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Assignors and the Assignee agree as follows:
(a) Assignor hereby sells, assigns, transfers, conveys and delivers to the Assignee all of the Assignor’s right, title and interest in, to the Interests. (b) The Assignee accepts such assignment by the Assignor. (c) All matters relating to or arising out of this Assumption Agreement or the transactions contemplated hereby (whether sounding in contract, tort or otherwise) will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. (d) This Assumption Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Assumption Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart to this Assumption Agreement.
(e) The effective time of this Assumption Agreement is as of the Effective Time under the Purchase Agreement.
[Signature page follows]
5 6
7 Attachment 2
Amendment No. 5 to Professional Services Agreement 2015-105 with General Code
8 Project name: Municipal Code
City of Goleta
Amendment No. 5 to Agreement No. 2015-105
AMENDMENT NO. 5
TO PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF GOLETA
AND
GENERAL CODE, LLC
This Amendment No. 5 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and General Code, LLC , (“Consultant”) dated October 2, 2015 (“Agreement,” Agreement No. 2015-105) is made on this ___ day of ____, 2025.
SECTION A. RECITALS
1. This Agreement is for the Municipal Code publication services and updates; and
2. This Agreement has been amended to extend the term and increase compensation to support ongoing and additional tasks (Amendment Nos. 1, 2, 3, and 4); and
3. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $65,000; and
4. The parties desire to amend the Agreement to provide for additional compensation in the amount of $35,000 for continued tasks; and
5. The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2025; and
6. The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2027.
7. The Agreement currently provides that the parties are the City of Goleta and Quality Code Publishing. Quality Code Publishing was acquired by General Code, LLC on April 30, 2022. The City desires to formally accept the assignment and assumption of the Agreement to General Code, LLC.
8. The City Council approved Amendment No. 5, on this ___ day of ____, 2025.
SECTION B. AMENDED TERMS
Now therefore City and Consultant agree that the Agreement be, and hereby is, amended as follows:
Docusign Envelope ID: F7EAE80E-F6C6-4354-8AEB-FC38BA995C4B 9 Project name: Municipal Code
City of Goleta
Amendment No. 5 to Agreement No. 2015-105
1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $35,000 and to read in its entirety:
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $100,000 (herein "not-to-exceed amount") and shall be earned as the work progresses.
Hourly at the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in
CONSULTANT's Schedule of Fees marked Exhibit "B,"
attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONS ULTANT until June 30, 2027 after which any change in said rates and expenses must be approved in writing by CITY's Project
Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.
2. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement are amended to extend the term for an additional two years to read in its entirety:
The term of this Agreement is from the date first written above to June 30, 2027, unless the term of this Agreement is extended or the Agreement is terminated as provided for herein.
CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnish es proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY’s Project Manager. All services shall be completed within the term of this Agreement following the notice to proceed.
3. The City accepts the assignment and assumption of the Agreement from Quality Code Publishing to General Code, LLC.
4. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.
Docusign Envelope ID: F7EAE80E-F6C6-4354-8AEB-FC38BA995C4B 10 Project name: Municipal Code
City of Goleta
Amendment No. 5 to Agreement No. 2015-105
In concurrence and witness whereof, this Amendment No. 5 has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
_________________________ _________________________
Robert Nisbet, City Manager Cristina LoVerde, Vice President of Client Engagement
ATTEST:
__________________________ __________________________ Deborah S. Lopez, City Clerk Lynn Martin, Chief Operating Officer
APPROVED AS TO FORM:
ISAAC ROSEN, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
Docusign Envelope ID: F7EAE80E-F6C6-4354-8AEB-FC38BA995C4B 11 Attachment 3
Original Professional Services Agreement (Agreement No. 2015-105) and subsequent amendments
12 13
14 15
16 17
18 19
20 21
22 23
24 25
26 27
Project name: Municipal Code
AMENDMENT NO. 2
TO PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF GOLETA
AND
QUALITY CODE PUBLISHING
This Amendment No. 2 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and Quality Code Publishing (“Consultant”) dated October 2, 2015 (“Agreement,” Agreement No. 2) is made on this _____ day of June, 2020.
RECITALS
WHEREAS, this agreement is for Municipal Code publication services; and WHEREAS, on July 20, 2018, the Agreement was amended to extend the termination date to June 30, 2020 (Amendment 1); and
WHEREAS, the Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2020 and
WHEREAS, the parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2022 and
AMENDED TERMS
Now Therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:
1. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional two years to read in its entirety:
The term of this AGREEMENT is from the date first written above to June 30, 2022 unless term of this AGREEMENT is extended or the AGREEMENT is terminated as provided for herein.
CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY’s Project Manager. All services shall be completed within the term of this Agreement following the notice to proceed.
City of Goleta
Amendment No. 2 to Agreement No. 2015-105
28 Project name: Municipal Code
2. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect
In concurrence and witness whereof, this Amendment No. 2 has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT _________________________ _________________________
Michelle Greene, City Manager Nancy Helmer, President
ATTEST:
__________________________
Deborah S. Lopez, City Clerk
APPROVED AS TO FORM
__________________________
Winnie Cai, Assistant City Attorney
City of Goleta
Amendment No. 2 to Agreement No. 2015-105
29 2015-105.3
Project name: Municipal Code
AMENDMENT NO. 3
TO PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF GOLETA
AND
QUALITY CODE PUBLISHING
This Amendment No. 3 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and Quality Code Publishing (“Consultant”) dated October 2, 2015 (“Agreement,” Agreement No. 2015-105) is made on this _____ day of _______, 2021.
RECITALS
WHEREAS, this agreement is for Municipal Code publication services; and
WHEREAS, on July 20, 2018, the Agreement was amended to extend the termination date to June 30, 2020 (Amendment 1); and
WHEREAS, on June 4, 2020, the Agreement was amended to extend the termination date to June 30, 2022 (Amendment 2); and
WHEREAS, the Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2022; and
WHEREAS, the parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2023; and
WHEREAS, the Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed twenty-nine thousand, five hundred dollars ($29,500); and
WHEREAS, the parties desire to amend the Agreement so as to provide for additional compensation in the amount of fifteen thousand, five hundred dollars ($15,500) for continued tasks; and
WHEREAS, the Agreement did not provide for the Agreement or any amendments to be executed in counterparts by facsimile or electronic mail; and
WHEREAS, the parties desire to amend the Agreement to allow for execution of the Agreement and amendments by facsimile and electronic mail in order to expedite the finalization of the agreements; and
WHEREAS, the parties desire to retroactively amend this Agreement so that this Amendment is effective as of July 1, 2021; and
30 City of Goleta
Amendment No. 3 to Agreement No. 2015-105
WHEREAS, the City Manager approved this Amendment No. 3, on this ___ day of ____ 2021
AMENDED TERMS
Now Therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:
1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of fifteen thousand, five hundred dollars ($15,500) and to read in its entirety:
(a) Maximum and Rate . The total compensation payable to SERVICE PROVIDER by CITY for the services under this AGREEMENT
SHALL NOT EXCEED the sum of forty-five thousand dollars ($45,000) (herein "not-to-exceed amount") and shall be earned as the work progresses.
2. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is retroactively amended on July 1, 2021 to extend the term for an additional 1 year to read in its entirety.
The term of this Agreement is from the date first written above to June 30, 2023, unless the term of this Agreement is exte nded or the Agreement is terminated as provided for herein.
CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY’s Project Manager. All services shall be completed within the term of this Agreement following the notice to proceed.
3. Section 32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES of the Agreement is added to include counterparts and electronic/facsimile signatures as follows:
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.
4. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.
31 City of Goleta
Amendment No. 3 to Agreement No. 2015-105
In concurrence and witness whereof, this Amendment No. 3 has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
_________________________ _________________________
Michelle Greene, City Manager Nancy Helmer, President
A T T E S T :
__________________________
Deborah S. Lopez, City Clerk
APPROVED AS TO FORM
__________________________
Winnie Cai, Assistant City Attorney
32 Project name: Municipal Code
City of Goleta
Amendment No. 4 to Agreement No. 2015-105
AMENDMENT NO. 4
TO PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF GOLETA
AND
QUALITY CODE PUBLISHING
This Amendment No. 4 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and Quality Code Publishing (“Consultant”) dated October 2, 2015 (“Agreement,” Agreement No. 4) is made on this 16th day of May 2023.
RECITALS
WHEREAS, this agreement is for Municipal Code publication services; and WHEREAS, on October 29, 2015, the City Manager authorized an Agreement with Quality Code Publishing for professional publishing services regarding the Goleta Municipal Code); and
WHEREAS, on July 20, 2018, the Agreement was amended to extend the termination date to June 30, 2020 (Amendment 1); and
WHEREAS, on June 4, 2020, the Agreement was amended to extend the termination date to June 30, 2022 (Amendment 2); and
WHEREAS, on June 30, 2022, the Agreement was amended to extend the termination date to June 30, 2023, and the not -to-exceed amount was increased to $45,000 (Amendment 3); and
WHEREAS, the Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2023 and
WHEREAS, the parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2025 and
WHEREAS, the Agreement currently provides in Section 3 Subsection (a) for th e total compensation amount not to exceed forty-five thousand, five hundred dollars ($45,000); and
WHEREAS, the parties desire to amend the Agreement so as to provide for additional compensation in the amount of twenty thousand dollars ($20,000) for continued tasks; and
DocuSign Envelope ID: DFEB68B0-4452-4E72-B412-8993216326B4 DocuSign Envelope ID: 55F3B8F1-7FF4-42B4-904A-9F976DB24342 DocuSign Envelope ID: 2D54E2CB-5EB5-4D4F-AC20-875C9A3FF0B6 2015-105.4
33 Project name: Municipal Code
City of Goleta
Amendment No. 4 to Agreement No. 2015-105
WHEREAS, the Agreement did not provide for the Agreement or any amendments to be executed in counterparts by facsimile or electronic mail; and WHEREAS, the parties desire to amend the Agreement to allow for execution of the Agreement and amendments by facsimile and electronic mail in order to expedite the finalization of the agreements; and
The City Council approved Amendment No. 4, on this 16th day of May 2023.
AMENDED TERMS
Now Therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:
1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of twenty thousand dollars ($20,000) and to read in its entirety:
(a) Maximum and Rate. The total compensation payable to SERVICE PROVIDER by CITY for the services under this AGREEMENT
SHALL NOT EXCEED the sum of sixty-five thousand dollars ($65,000) (herein "not-to-exceed amount") and shall be earned as the work progresses.
2. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional 2 years to read in its entirety.
The term of this Agreement is from the date first written above to June 30, 2025, unless the term of this Agreement is extended, or the Agreement is terminated as provided for herein.
CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY’s Project Manager. All services shall be completed within the term of this Agreement following the notice to proceed.
DocuSign Envelope ID: DFEB68B0-4452-4E72-B412-8993216326B4 DocuSign Envelope ID: 55F3B8F1-7FF4-42B4-904A-9F976DB24342 DocuSign Envelope ID: 2D54E2CB-5EB5-4D4F-AC20-875C9A3FF0B6 34 Project name: Municipal Code
City of Goleta
Amendment No. 4 to Agreement No. 2015-105
3. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.
In concurrence and witness whereof, this Amendment No. 4 has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
_________________________
Robert Nisbet, City Manager
_________________________
Cristina LoVerde, Vice President
of Client Engagement
ATTEST:
__________________________
Deborah S. Lopez, City Clerk
APPROVED AS TO FORM
__________________________
Winnie Cai, Assistant City Attorney
DocuSign Envelope ID: DFEB68B0-4452-4E72-B412-8993216326B4 DocuSign Envelope ID: 55F3B8F1-7FF4-42B4-904A-9F976DB24342 DocuSign Envelope ID: 2D54E2CB-5EB5-4D4F-AC20-875C9A3FF0B6 35