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HomeMy WebLinkAbout1986-065 RESOLUTION NO. 86-65 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND CTIC ASSOCIATES FOR CONSULTING SERVICES RELATING TO THE TRANSFER OF A CITY TELEVISION FRANCHISE FROM GROUP W CABLE TO COMCAST. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The Mayor of the City of San Bernardino is 8 hereby authorized and directed to execute on behalf of said City 9 an agreement relating to the transfer of a city television 10 franchise from Group W Cable to Comcast, a copy of which is 11 attached hereto, marked Exhibit "A" and incorporated herein by 12 reference as fully as though set forth at length. 13 I HEREBY CERTIFY that the foregoing resolution was duly 14 adopted by the Mayor and Common Council of the City of San 15 Bernard ino at a rAq111r'Ji meeting thereof, 16 held on the day of Ath Mrlrr'n , 1986, by the 17 following vote, to wit: AYES: Council Members Estrada, Quiel, Frazier. Dtrickle NAYS: None ABSENT: Conncil Members ReilJ.y, Hernandez. Marks The foregoing resolution is '.~4'~L /' ity ~~r )%'-U:~iR~. . '-p..'i('~'<7 /'t,,;>'~; hereby approved this I 47.:"<"" 25 day of 26 27 March J 7:10 28 Approved as to form: &:~~ I 2 3 AGREEMENT (Consulting Services) t:z;L day of "-!2u rL Ii 4- / THIS AGREEMENT is made this 4 1986, between the CITY OF SAN BERNARDINO, a municipal 5 corporation, hereinafter called "City", and CTIC ASSOCIATES, 6 hereinafter called "CTIC". 7 I. Recitals. 8 A. The City of San Bernardino has declared its intention to 9 pursue the viability and advisability of cable communications 10 services for the City and/or to determine the most effective way II of transferring Group "w" Cable Television franchise to Comcast. 12 B. The City desires such analytic and technical advice as 13 will enable it to make more knowledgeable decisions in the 14 transfer of such franchise as it relates to plans and policies 15 for cable television service in the City of San Bernardino. 16 C. CTIC warrants to the City that it is professionally 17 competent to examine, evaluate, and advise with respect to all 18 matters pertinent to cable communications, policy, regulations, 19 ordinances, and the franchising process of a cable communications 20 system. in the City of San Bernardino, and that it is able to do 21 the work referred to it in a workmanlike manner, and as needed by 23 22 the City. II. Services of CTIC. 24 A. In General. CTIC agrees to perform professional 25 services in connection with this agreement. CTIC's services 26 shall include the provision of analytic and technical advice to 27 the City subject to the terms and conditions of this agreement. 28 Harold E. Horn, President of CTIC Associates, will be in active 1 charge of this project. 2 B. Scope of Work. The following professional services of 3 CTIC will be provided under this agreement. 4 TASK 1: Examine and evaluate Group W's present system 5 for technical quality, consumer relations, operating policies, 6 line extension policies, the type and status of subscriber 7 complaints, and the extent of legal compliance with the existing 8 franchise. 9 This on-scene study is important in order to establish a 10 factual basis for considering under what circumstances the City 11 will agree to a transfer of the franchise. This study will 12 result in a documentation of any technical and/or service-related 13 problems with the system. Developing this information can lead 14 to informed negotiations both with Group Wand the transferee 15 regarding any corrective action that needs to be made as a 16 consideration in any agreement to transfer. This study will 17 identify the extent to which there has been compliance with 18 existing City regulations and general industry standards. 19 Specifically, CTIC's Director of Technical Services 20 will perform a brief engineering appraisal of the current system 21 design, quality of received television signals, whether off-air 22 or by microwave, the possible excessive deterioration of 23 amplifiers, construction practices, maintenance procedures, line 24 extension policies, complaint procedures, and most importantly, 25 the quality of signals as currently delivered to subscribers. 26 At the conclusion of this on-scene study, a policy 27 workshop with the appropriate council committee, administration 28 and legal staff is contemplated, at which time preliminary 2 1 findings and observations will be discussed and policy options 2 presented for consideration by the City. This workshop will 3 also assist in gaining a better understanding of the specific 4 municipal problems and issues that are of concern to the City 5 regarding Group W's operations. The City may desire certain 6 types of information regarding the transferee. This meeting will 7 also serve to examine negotiation strategies and identify what 8 leverage the City has in the transfer process. 9 TASK 2: Study, review and comment on the adequacy of the 10 City's present cable television franchise agreements and the 11 City's regulatory requirements. 12 Suggestions will be made, where appropriate, that would 13 upgrade the franchise documents and regulations to meet today's 14 franchising requirements and compliance with the Cable 15 Communications Policy Act of 1984. Special attention will be 16 given to suggestions for enforcement provisions since the City 17 through State and Federal legislation has been pre-empted from 18 using rate regulation to achieve improved service commitments. 19 The cable company's potential ability to reward itself for bad 20 service, bad management, and subscriber indifference needs a 21 corresponding ability on the part of a City to encourage service 22 improvements and public responsiveness. 23 CTIC will recommend the proper administrative procedures 24 necessary to successfully monitor the various CATV franchises 25 within the city to meet compliance with the Cable 26 Communications Policy Act of 1984. 27 TASK 3: Present a report and assist City in developing its 28 negotiation strategy to accomplish a transfer agreement that is 3 de Ii vered in person or addressed as follows: / / / / / / / / / / 4 1 2 3 Raymond D. Schweitzer Acting Administrator 300 North D Street San Bernardino, CA 92418 Harold E. Horn, President CTIC Associates 1500 N. Beauregard St., Ste 205 Alexandria, VA 22311 4 VII. Termination 5 Either party shall have the right to terminate this 6 agreement by giving the other party ten (10) days' written notice 7 of termination. It is further understood and agreed that 8 should the City terminate this agreement prior to completion of 9 all work specified herein, the City shall be liable to pay time 10 and expenses for work actually completed as of the date of 11 termination of this agreement. 12 The City shall authorize work on each specific task in 13 advance and will not be liable for any charges for work on tasks 14 which were not authorized. The City also has the right to change 15 the scope of work by deciding to add new tasks or eliminate or 16 perform certain tasks in-house. The City must notify CTIC in 17 advance of changes in order to avoid potential charges for work 18 in progress. Expansion of tasks also must be agreed upon by both 19 parties and reflect any changes in cost. 20 VIII. Compensation. 21 City shall pay CTIC a sum not to exceed a total of FOURTEEN 22 THOUSAND SEVEN HUNDRED NINETY DOLLARS ($14,790.00) for the tasks 23 set forth above. CTIC's estimate of the costs of the tasks are 24 as follows: 25 26 27 28 Task 1: On-scene system evaluation and policy workshop Director of Technical Services: Project Director: Est. Trip Expense: 24 hrs est. @ $80/hr 40 hrs est. @ $90/hr SUBTOTAL TASK 1: $ 1,920 3,600 2,590 $ 8,110 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Task 2: Review, comment, and make recommendations on adequacy of City's regulatory requirements, administrative procedures, system monitoring, and compliance procedures. Project Director: Report production: 24 hrs est.@ $90/hr $ 2, 160 500 SUBTOTAL TASK 2: $ 2,660 Task 3: Present report and assist City in developing negotiation strategy to accomplish transfer agreement. Project Director: 12 hrs est. @ $90/hr Estimated trip expenses: $ 1,080 1,110 SUBTOTAL TASK 3: $ 2,190 Task 4: Provide direct negotiation assistance to the City as it proceeds to negotiate the conditions of the transfer with the Consortium or Comcast. Project Director: $90/hr plus actual expenses Estimate 1 day (Trip expense might not be necessary if this Task could be consolidated with Task 3.) $ 720 Estimate 1 day (if trip needed) 1,100 ESTIMATED TOTAL-TASKS 1-4: $14,790 19 IX. Payments. 20 CTIC will bill the City on a monthly basis for services 21 rendered to date and project elements completed to the City's 22 satisfaction. Payment is due, in full, thirty (30) days from the 23 date of each invoice. Payments made within 15 days of invoice 24 date will receive a two (2) percent discount. Accounts due over 25 sixty (60) days from invoice date will be charged after notice at 26 a rate of 1.5 percent per month for each month or part thereof 27 overdue to cover finance charges made to CTIC by its bank. 28 IIIII 6 1 X. Assignability. 2 The experience, skill and expertise of CTIC is of the 3 essence of this agreement. CTIC shall not assign (whether by 4 assignment or novation) this agreement or delegate the duties or 5 any right or interest hereunder in whole or in part without the 6 prior written consent of City. Any assignment or attempt to 7 assign this agreement without such prior written consent or by 8 operation of law shall be void and shall constitute cause for 9 termination. 10 XI. Confidentiality. 11 CTIC shall consider its relationship with the City to be 12 confidential and will not release documents, reports or work 13 product to any person other than an authorized agent of the City 14 without the express authorization of its designated 15 representative. 16 XII. Indemnity for Legal Defense. 17 It is expressly understood and agreed by the parties to this 18 agreement that the City agrees to provide legal services and 19 indemnify and hold harmless CTIC from and against any court 20 expense arising out of legal actions, suits or administrative 21 proceedings of whatever nature, type or description, as a result 22 of CTIC's performance and this agreement except actions arising 23 due to gross negligence of CTIC or its employees; provided, that 24 in the event any such proceeding is commenced, the City shall 25 have the right to undertake or participate in such proceedings 26 and CTIC shall have the obligation to fully and completely 27 cooperate with the City in any such effort. 28 IIIII 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 .. 20 21 22 23 24 25 26 27 28 XIII. Miscellaneous A. Paragraph Headings. The paragraph headings contained in this agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this agreement. B. Entire Agreement. The foregoing constitutes the entire agreement between the parties and shall not be changed, modified, amended, extended, terminated, waived, or discharged except by an instrument in writing signed by the parties hereto. C. Severability. If any provision in this agreement is finally declared inconsistent with any ordinance, statute, or legal decision, by any court having jurisdiction over this agreement, such a decision shall apply only to that provision of this agreement, and CTIC shall have the option of either terminating this agreement pursuant to Section VI or performing the agreement under Section I. CTIC must notify the City of its decision within ten (10) days from the date that the judicial decision becomes final. D. Counterparts. This agreement may be signed in any number of counterparts with the same effect as if the signatures to each such counterpart were upon the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the date first hereinabove written. ATTEST: ::T~~NM Mayor ~ :;'0 71Jg~ L Title ~~1l 8