HomeMy WebLinkAbout2006-089
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RESOLUTION NO. ?OOfi-89
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
WITH COMMUNICATIONS SUPPORT GROUP, INC. (CSG) TO CONDUCT A
REVIEW OF FRANCHISE FEES AND UTILITY USER TAXES (UUT) PAID BY
CHARTER COMMUNICATIONS
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
8 SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and
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directed to execute on behalf of said City, a Professional Services Agreement with
Communications Support Group, Inc., 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-referenced agreement IS
rescinded if the parties to the agreement fail to execute it within sixty (60) days of the passage
of this resolution.
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2006-89
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
WITH COMMUNICATIONS SUPPORT GROUP, INC. (CSG) TO CONDUCT A
REVIEW OF FRANCHISE FEES AND UTILITY USER TAXES (UUT) PAID BY
CHARTER COMMUNICATIONS
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
joint
and Common Council of the City of San Bernardino at a regular meeting thereof, held on the
3rd day of April
, 2006, by the following vote, to wit:
Council Members:
AYES
NAYS
ABSTAIN ABSENT
ESTRADA
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BAXTER
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MCGINNIS
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13 DERRY
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KELLEY
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JOHNSON
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MCCAMMACK
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--Jv1 h CLtv~
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Cit Clerk
~!Y
The foregoing resolution is hereby approved this <;5'
April
day of
2006.
~ y ~"'''' ~.
at' J. Morris, M~
City of San Bernardino
Approved as to
Form and legal content:
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2006-89
ORIGINAL
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SERVICES AGREEMENT
This Agreement is entered into this ~ day of April,
2006, by and
between Communications Support Group, Inc. ("CSG") and the City of San Bernardino
("CITY" or San Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council have determined that it is advantageous
and in the best interest of the City of San Bernardino to engage a professional consultant to
assist the City in performing a review of Charter Communication's books and records in
determining if the company has paid the appropriate franchise fees and user utility taxes for the
four (4) calendar years 2002, 2003, 2004 and 2005;
WHEREAS, CONSULTANT possesses the professional skills and ability to provide
said services for the CITY;
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages the services of
CONSULTANT to provide services as indicated in CSG's letter proposal dated February I,
2006, a copy of which is attached hereto marked Exhibit "A" and incorporated herein by
reference as fully as though set forth at length.
2. COMPENSATION AND EXPENSES.
a. For the service delineated above, CITY shall pay the CONSULT ANT an amount not to
exceed $38,000.00.
b. No other expenditures made by CONTRACTOR shall be reimbursed by CITY without
the prior written approval of the City Manager.
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3. TERM; SEVERABILITY.
The term of this Agreement shall be for a period of twelve months, commencing on
April 3, 2006, and terminating on April 3, 2007, unless previously modified, amended, or
cancelled by the written mutual consent of the parties.
This Agreement may be terminated at any time by thirty (30) days written notice by
either party. The terms ofthis Agreement shall remain in force unless mutually amended. The
duration of this contract may be extended with the written consent of both parties.
4. INDEMNITY.
CONSULTANT shall indemnify, defend and hold harmless the CITY, its officers,
employees and agents (including, without limitation, reasonable costs of defense and
reasonable attorney's fees) arising out of or related to CITY'S performance of this Agreement,
except that such duty to indemnify, defend and hold harmless shall not apply where injury to
person or property is caused by CITY'S willful misconduct or negligence. CITY shall
indemnify, defend and hold harmless the CONSULTANT, its officers, employees and agents
(including, without limitation, reasonable costs of defense and reasonable attorney's fees)
arising out of or related to CONSULTANT'S performance of this Agreement, except that such
duty to indemnify, defend and hold harmless shall not apply where injury to person or property
is caused by CONSULTANT'S willful misconduct or negligence.
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5. INSURANCE.
While not restricting or limiting the forgoing, during the term of this Agreement,
CONSULTANT shall maintain in effect policies of comprehensive public, general and
automobile liability insurance, in the amount of $1 ,000,000.00 combined single limit, and
statutory worker's compensation coverage, and shall file copies of said policies with the
CITY'S Risk Manager prior to undertaking any work under this Agreement. CITY shall be set
forth as an additional named insured in each policy of insurance provided hereunder. The
Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any
change or termination in the policy.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
CONSULTANT shall not discriminate on the basis of race, creed, color, religion, sex, physical
handicap, ethnic background or country of origin.
7. INDEPENDENT CONTRACTOR.
CONSULTANT shall perform work tasks provided by this Agreement but for all intents
and purposes CONSULTANT shall be an independent contractor and not an agent or employee
of the CITY.
8. NOTICES.
Any notice to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
City Manager's Office
300 North "D" Street
San Bernardino, CA 92418
Phone: (909) 384-5122
Facsimile: (909) 384-5138
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TO THE CONSULTANT:
John Risk - President
Communications Support Group Inc.
505 Scenic Avenue
Piedmont, CA 924611 -3422
Phone: (510) 595-0405
Facsimile: (510) 547-6206
9.
ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this agreement, the
prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
its rights or remedies hereunder or the enforcement of any of the terms, conditions or
provisions hereof. The costs, salary and expenses of the City Attorney and members of his
office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees"
for the purposes of this paragraph.
10. ASSIGNMENT
CONSULTANT shall not voluntarily or by operation oflaw assign, transfer, sublet or
encumber all or any part ofthe CONSULTANT's interest in this Agreement without CITY's
prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be
void and shall constitute a breach of this Agreement and cause for the termination of this
Agreement. Regardless of CITY's consent, no subletting or assignment shall release
CONSULTANT of CONSULTANT's obligation to perform all other obligations to be
performed by CONSULTANT hereunder for the term of this agreement.
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11. GOVERNING LAW
This guarantee shall be governed by and construed and interpreted in accordance with
4 the laws of the State of California without regard to principles of conflicts oflaw.
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VENUE
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California
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The aforementioned choice of venue is intended by the parties to be the mandatory and not
permissive in nature.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date first above written.
Date: April Ii it ,2006
Communications Support Group, Inc.
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Date: April 5 , 2006
City of San Bernardino
ATTEST:
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By: . .r- ~~
Prick J. Morris, "Mayor
~cJJh.~
Racli I Clark, City Clerk
Approved as to Form and legal content:
JAMES F. PENMAN
City Attorney
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