HomeMy WebLinkAbout1991-058
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RESOLUTION NO.
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RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF AN AGREEMENT WITH TELECOMMUNICATIONS MANAGEMENT
CORP. RELATING TO THE ANALYSIS OF METHODOLOGY AND FINANCIAL
AUDIT OF CHAMBERS COMMUNICATIONS.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The Mayor of the City of San Bernardino is
7 hereby authorized and directed to execute on behalf of said city
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an Agreement with Telecommunications Management Corp. relating
services
to conduct a financial
audit of
to
Chambers
Communications, a copy of which is attached hereto, marked
Exhibit "A" and incorporated herein by reference as fully as
though set forth at length.
SECTION 2. The authorization to execute the above-
referrenced agreement is rescinded if the parties to the
agreement fail to execute it within sixty (60) days of the
passage of this resolution.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
Bernardino at a
regular
meeting thereof, held on the
day of February
1991 by the following vote, to
18th
wit:
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RBSOLU'l'ION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE .
EXECUTION OF AN AGREEMENT WI~H,TELECOMMUNICATIONS MANAGEMENT CORP.
RELATING TO THE ANALYSIS OF METHOoOLOGY AND FINP~CIAL AUDIT OF
CHAl1BERS COMMUNICATIONS.
Council Members: AYES NAYS ABSTAIN
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ESTRADA
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REILLY
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FLORES
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MAUDSLEY
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MINOR
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POPE-LUDLAM
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MILLER
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The foregoing resolution is hereby approved this 20th
/
day of
February
, 1991.
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Approved as to form and
legal content:
JAMES F. PENMAN
ci ty I~ttorney
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By ,!A~"", I-
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28 2/11/91
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CITY OF SAN BERNARDINO
AGREEMENT FOR CABLE TELEVISION CONSULTING SERVICES
THIS AGREEMENT, is made and entered into this 6th day
of March , 1991, by and between The CITY OF SAN BERNARDINO,
CALIFORNIA (hereinafter "City") and TELECOMMUNICATIONS
MANAGEMENT CORP., a California corporation (hereinafter
"Consultant").
RECITALS:
A. The City proposes to contract for expert cable television
consultant services for the purpose of conducting a financial
audit of Chambers Communications Corp.
B. Consultant is willing to perform such services for the City
and has the necessary facilities and qualified personnel.
NOW, THEREFORE, the parties agree as follows:
section 1. Consultant's Services. Consultant shall perform
the services set forth as Task 1 and Task 2 below.
Task 1-- Consultant shall perform a review and analysis of
the method of calculation of cable television franchise fees
paid to City by Chambers Communications Corp., the City's fran-
chised cable television operator. The analysis shall include,
but not be limited to, the individual revenue components includ-
ed in the calculation, any revenue components excluded, and a
determination as to whether the computation is in full
compliance with franchise requirements and cable industry
practices.
The end-product of Task 1 shall be a written report to city,
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detailing all relevant data, analysis and conclusions. The
report shall be submitted to the City within two (2) weeks after
authorization to proceed, assuming cable operator cooperation.
Task 2-- Consultant shall examine, review and audit the
pertinent books and records of Chambers Communications Corp. to
verify the revenues generated, and the franchise fees due and
paid to City for at least the last three (3) calendar years
(1988, 1989 and 1990). The review shall be performed at the
Chambers Communications head quarters offices in Eugene, Oregon.
The end-product of Task 2 shall be a written report to City,
detailing all relevant data, evaluation and conclusions, and
shall be submitted to the City within thirty (30) days after
authorization to proceed, assuming cable operator cooperation.
Section 2. Compensation. City agrees to compensate Consult-
ant and Consultant agrees to accept in full satisfaction for the
services provided for hereunder the following sums:
Task 1 -- The sum of One Thousand Dollars ($1,000) upon
receipt of invoice following submission of the Task 1 report.
Task 2 -- The sum of Three Thousand Dollars ($3,000) upon re-
ceipt of invoice following submission of the Task 2 report.
In addition to the above fees, travel expenses for City-
authorized non-local travel shall be reimbursed at cost, not to
exceed a ceiling of Fifteen Hundred Dollars ($1,500).
Section 3. Independent Contractor.
Consultant shall be an
independent contractor, and shall have no power to incur any
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debt or obligation on behalf of the City. Neither nor any
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of its officers or employees, shall have any control over the
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conduct of Consultant, or any of Consultant's employees, except
as herein set forth, and Consultant expressly warrants that it
will not, at any time or in any manner, represent that it, or
any of its agents, servants or employees are in any manner,
agents, servants or employees of the City, it being express-
ly understood that Consultant is, and shall at all times re-
main a wholly independent contractor, and Consultant's obliga-
tions to City are soley those set forth in this Agreement.
section 4. Assignment. This Agreement may not be assigned
in whole or in part, without the prior written consent of city.
section 5. Document Ownership. city and Consultant agree
that any and all documents, studies, reports or plans prepared
as a result of this Agreement shall be the property of the
city. All reports, information, data and exhibits prepared or
assembled by Consultant in performing its services pursuant to
this Agreement are confidential until released by City to the
public, and Consultant agrees that they shall not be made
available to any individual or entity without the prior written
consent of City.
Section 6. Liaison. Consultant shall perform under the
general supervision of the City Administrator or her designee,
and all communications, instructions and directions on the part
of City shall be communicated exclusively through the City Ad-
ministrator or her designee.
section 7. Personnel. Consultant represents that it has all
personnel required to perform Consultant's services under this
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Agreement. The principal of Consultant, Mr. Carl Pilnick, shall
be directly responsible for the scope of work, with assistance
from the TMC staff as required.
Section 8. Data and Services to be Furnished by City. All
information, data, records and reports as are in possession of
City and necessary for the performance of the services con-
templated by this Agreement shall be available to Consultant
without charge.
Section 9. Interests of Consultant. Consultant affirms that
it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner with the
performance of the services contemplated by this Agreement. No
person having any such interest shall be employed by or be
associated with Consultant.
Section 10. Insurance. Without limiting Consultant's indem-
nification of city, upon execution of this Agreement, Consultant
shall provide and maintain at its own expense during the term of
this Agreement a program of insurance satisfactory to City
covering its operations as specified below:
1. Workers' Compensation Insurance covering its employees as
required by statute.
2. Comprehensive general liability insurance protecting Con-
sultant in an amount not less than $1,000,000. Such policy of
insurance shall:
(al Be issued by an approved insurance company.
(bl Name and list as additional insured City, its
officers and employees.
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(c) Specify it acts as primary insurance.
(d) Contain a clause substantially in the following
words: "It is hereby understood and agreed that this policy
shall not be cancelled except upon thirty (30) days prior
written notice to City."
(e) Cover the operations of Consultant pursuant to the
term of this Agreement.
section 11. Indemnification. Consultant agrees to indemnify
City, its officers, employees and agents, against, and will hold
and save them and each of them harmless from, any and all ac-
tions claims, damages to persons or property, penalties,
obligations or liabilities that may be asserted or claimed by
any person, firm, entity, corporation, political subdivision or
other organization arising out of the negligent or intentional
tortious acts, errors or omissions of Consultant, its agents,
employees, subcontractors, or invitees.
a. Consultant will defend any action or actions filed in con-
nection with any of said claims, damages, penalties, obligations
or liabilities and will pay all costs and expenses, including
attorneys' fees, incurred in connection therewith.
b. Consultant will promptly pay any judgment rendered
against City, its officers, agents or employees, for any such
claims, damages, penalties, obligations for liabilities.
c. In the event City, its officers, agents or employees, is
made a party to any action or proceeding filed or prosecuted
against Consultant for such damages or other claims arising out
of or in connection with the sole negligence of Consultant
hereunder, Consultant agrees to pay City, its officers, agents,
or employees, any and all costs and expenses incurred by City,
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its officers, agents or employees, in such action or proceeding,
including but not limited to, reasonable attorneys' fees.
section 12. Notice. Any notice required to be given to
Consultant shall be deemed duly and properly given upon
delivery, if sent to Consultant by registered or certified mail,
postage prepaid to:
Telecommunications Management Corp.
5757 Wilshire Boulevard, suite 344
Los Angeles, California 90036
or personally delivered to Consultant at said address or such
other address as may be specified in writing to City by Consult-
ant.
Any notice required to be given to City shall be deemed duly
and properly given upon delivery, if sent to City by registered
or certified mail, postage prepaid to:
City Clerk
city of San Bernardino
300 North "0" Street
San Bernardino, California 92418
or personally delivered to City at said address or such other
address as may be specified in writing to Consultant by City.
section 13. Entire Agreement. This Agreement represents the
entire integrated agreement between City and Consultant, and
supersedes all prior negotiations, representations or agreements
either written or oral. This Agreement may be amended only by a
written instrument approved by the Common Council of city and
executed by both City and Consultant.
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Section 14. Time of Essence. Time is of the essence of each
and every provision of this Agreement.
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IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their respective officers thereunto
duly authorized.
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CITY OF SAN
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MAYOR
TITLE
TELECOMMUNICATIONS MANAGEMENT
CORPORATION
l
By: L'+X' /[L;."":-.E:
Carl Pilnick
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TITLE
Attest
(),.~ Fj~<A~
~Clerk
Approved as to form
a legal content:
/i;~~~,
es F. enman
y Attorney
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