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RESOLUTION NO. / ~ '? ?-;/
RBIIOLUTION OF THE CITY OF SAN B1l!~",AJitI)IMO AUTHORIZING THE
EXBCUTI01I Ot AN AQ~NT WITH ALTA CALI!'OftNIA SERVIC:ES i INC.
RELATING TO CABLB TELEVISION SURVEY.
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
hereby authorized and directed to execute on behalf of said City
an agreement with Alta California Services, Inc. relating to
cable television survey, a copy of which is attached hereto,
marked Exhibit "An and incorporated herein by reference as
fully as though set forth at length.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
vote, to wit:
of ;,;.z:)
Co~:r~~~1~
;:;t::::z:J
Bernardino at a
on the "f4 day
meeting thereof, held
, 1977; by the following
AYES:
NAYS:
ABSENT:
11-~, ~/
~j.t, ~
C1t:y r
hereby approved tbiS ~day
of
~~~egOin:
1977 .
resolution is
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o r.T 7 '1971
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AGREEMENT
(Cable T;V. Survey)
of ;JHJ~) .AGREEMENT, is made and entered into this .:?,f'lf( day
~ 1977, by and between the CITY OF SAN
BERNMtI>INO, a municipal corporation, hereinafter called "City",
and ALTA CALIFORNIA SERVICES, INC., a corporation, hereinafter
called "Consultant".
WIT N E SSE T H:
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WHEREAS, City has two cable television franchises operating
within the City in different service areas; and
WHEREAS, there has been complaints concerning the quality
of the signal level delivered to cable television subscribers and
complaints about the service level; and the systems have never
been subjected to testing by an independent concern; and
WHEREAS, the two cable television franchises are with
Liberty and Teleprompter; and
WHEREAS, rate increases have been requested by the
franchisees; and
WHEREAS, the Mayor and Common Council desire to obtain a
better understanding of the financial positions of the fran-
chisees; and
WHEREAS, Consultant is a specialist and experienced and
skilled in the fields of planning, designing and management of
cable television systems; and
WHEREAS, Consultant has proposed certain cable television
consulting services to City, and City desires to avail itself of
Consultant's technical expertise in studying and evaluating the
cable television companies operating in the City of San Bernardino
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NOW, THEREFORE, it is agreed as follows:
1. PHASE I - TeChnioal system Performance and Management
Evaluation Services. Consultant shall:
(a) Confer with the City management in order to estab-
lish the project schedule, and shall coordinate necessary activi-
ties in order to accomplish the system evaluation provided for
herein.
(b) Analyze "as-built" system documentation maintained
by both franchisees, and determine whether said data represents
oonstruction of the system as it currently exists. Should exist-
ing as-built documentation be incomplete, Consultant shall prepare
sufficient revisions to permit the adequate development of a
proposed proof-of-performance test plan.
(c) Conduct a modified proof-of-performance test in
accordance with Federal Communication Commission (FCC) recommended
methods, procedures and standards as set forth in part 76 of the
FCC Rules and Regulations. The purpose of the test shall be to
determine the condition of the existing systems and to identify
actual technical performance problems. Such tests shall be con-
ducted by using the latest broad-band spectrum analyzer, which
said device shall be the same as that currently being utilized by
FCC field inspection teams. The subscriber tests to be conducted
shall include test points as follows:
Liberty
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Teleprompter
primary Test Points
Secondary Test Points
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For purposes of this subparagraph (c), the word modi{i~d
is defined as measurement of channel frequency response (sweep
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testing) to be limited to 3 broadcast channels from the remote
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i head end through the microwave link.
3 testing is not required.
Further, system radiation
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(d) Analyze the results of the modified proof-of-
5 performance test as specified above and compare results to the
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6 current FCC performance standards. All findings shall be reported!
7 in such a manner as to clearly reflect any deviations from FCC
8 standards. Incorporated within the test report shall be actual
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9 Polaroid TV picture and waveform photographs depicting measurementa
10 and observations.
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(e) Conduct an inspection of the CATV head end and
12 any local origination facilities, and shall prepare an evaluation
13 of the type and class of equipment which was used to construct
14 head end and local origination systems. The results of Con-
15 sultant's work shall reflect the level of reliability and suit-
16 ability of the actual system design and equipment.
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(f) Evaluate both franchisees' corrective and pre-
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ventive maintenance programs. In completing the evaluation,
Ii teChnical personnel shall be interviewed, and shall be observed
in the performance of their work. Based on this work and on other
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investigations as may be deemed by Consultant to be necessary and
appropriate, Consultant shall render an opinion to City as to
whether the managements have developed and implemented effec-
tive and appropriate maintenance programs for supporting the
operation of the systems.
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(g) Recommend any corrective measures required of the
franchisees in order to bring the CATV systems into compliance
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mate the cost impact of recommended systems repairs and modifica-
tions.
(h) Prepare and deliver to City 20 copies of a
written report including adequate, appropriate, and necessary
graphic representations. The final report shall be presented
during a single regular session of the Common Council. Should
Consultant's attendance at additional meetings be deemed necessary
by City, such attendance by Consultant shall be considered
outside the scope of this agreement.
(i) Consultant warrants and represents that it will
complete all Phase I work within 45 days from the date of executio
of this agreement.
2. PHASE II - CATV Economics and Service Level Performance
Consultant shall:
(a) Analyze all financial records to which the City is
entitled pursuant to Section 15 of San Bernardino Ordinance Nos.
2395 and 2864, and Consultant shall inspect all relevant records
of the franchisees.
(b) Present the results of this analysis in writing.
Said written analysis shall compare the data to industry standards
similar systems and other pertinent indicators.
(c) Project the most probable financial performance of
each system, including a detailed analysis of pay T.V. revenues and
the potential therefor. The aforesaid projections shall result in
the examination of maintenance expenses and service levels relativ
to industry no#ms. )
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(d) Specifically treat the financial implication of
channel capacity, local access, etc., in relationship to the
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(e) Present the Common Council with 20 copies of a
3 written summary of relevant CATV events and trends. Said
4 I summary shall indicate the options available to the Common
5 Council in order to tie performance parameters directly to
6 rate increases.
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(f) Consultant warrants and represents that it will
8 complete all Phase II work within 45 days from the date of
9 execution of this agreement.
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3. Conduct of the Study (Proof~of-performance Testing).
(a) Consultant's consultants, in conjunction with city
12 shall select a minimum of 25 test points throughout both systems
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13 where the greatest signal variations are likely to occur.
14 Special consideration shall also be given to school and municipal
15 government drops in addition to those identified as meritorious
16 'subscribers test points.
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(b) Consultant shall perform initial subscriber
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(drop) tests on a "surprise audit" basis. Consultant shall also
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conduct said field tests in cooperation with local authorities and
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in the strictest conformance with the ethics of its profession.
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(e) Consultant shall require the services of one
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Imember of the City staff for the purpose of selecting and contact-
ing subscribers in areas designated by Consultant in order to
24 schedule the tests. Said City staff member shall accompany Con-
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25 sultant.' s personnel during the actual performance of said tests.
(d) Consultant's tests will be made utilizing Con-
27 sultant's fully equipped test van, and Consultant's skilled full-
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28 time employees. No work will be sub-contracted by Consultant or
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assigned by Consultant to outside concerns. The tests shall be
2 supervised by a Registered Professional Engineer employed by
3 : Consultant.
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(e) Upon completion of the measurements defined with-
5 iin the scope of Consultant's planned engagement, Consultant shall
6 complete its study of the recorded data and observations. Con-
7 sultant shall then prepare and submit 20 copies of its comprehen-
8 sive written report to City.
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4. Compensation for Consultant's Services.
(a) Consultant shall bill City at the following per
rates .for time expended by its employees:
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$320.00 per day
$280.00 per day
$150.00 per day
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Senior Consultants
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Associate Consultants
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Managing Associate (research
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analyst)
(b) Phase I
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Consultant estimates that the Phase I services proposed
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herein shall require a maximum of 36 man days according to the
19 tasks identified. Consultant's professional fee, based on the
20 aforementioned personnel mix, shall not exceed $9,920.00. Not-
21 withstanding the foregoing, the sum of $9,920.00 shall be Con-
22 sultant's maximum compensation for Phase I work and City shall not
23 be required to pay more than said maximum sum for the completion
24 of all of the Phase I work by Consultant in a good, workmanlike
25 and professional manner. The following tasks, by man days are
26 estimated to be:
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Task Number and Description Maximum Man Days
(1) Meet with City to establish 1.0
schedule and plan activities
(2) Analyze as-built documentation 1.5
and prepare test plan
(3) Conduct modified proof-of-per- 16
formance tests
(4) Analyze test results and com- 5
pare with FCC requirements
(5) Inspect CATV head ends and local 2.5
origination facilities
(6) Evaluate maintenance program 1.0
(7) Determine any remedial action to 3.0
be recommended, prepare cost
estimates for system repairs
(8) Prepare report document pursuant 6.0
to completion of tasks 3 through
7 above. Present results to City
Council
20 (c) Phase II
21 Consultant estimates that Phase II services proposed here-
22 in shall require a maximum of 18 man days according to the tasks
23 identified below. Consultant's professional fee shall not exceed
24 $5,400.00. Notwithstanding the foregoing, the sum of $5,400.00
25 shall be Consultant's maximum compensation for Phase II work and
26 City shall not be required to pay more than said maximum sum for
27 the completion of all of the Phase II work by Consultant in a
28 good, workmanlike and professional manner. The following tasks,
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days, are estimated to be:
Task Number and Description
(1) Review existing financial
Maximum ~n Days
4.0
documents
(2) Analyze industry trends com-
12.0
pared to San Bernardino actuals.
Prepare written report for City.
Examine Pay Cable as separate
issue. Relate to adequacy of
total maintenance program. Examine
issues of channel capacity, local
access, and service levels related
to rates.
(3) Present complete package of recom-
2.0
mendations to City Management and
City Council
5. Reimburseable Expenses
(a) In addition to the fees, City shall reimburse
Consultant for actual expenditures made by personnel of Con-
sultant (at cost) in connection with the performance of the
,services proposed herein. Reimburseable expenses shall not ex-
ceed a total of $1,625.00 for Phase I and $505.00 for Phase II
services in accordance with the following breakdown:
Phase I
Phase II
(l) Expense of Report and
$ 320
$120
Graphics preparation at
$8.00 per hour
(2) Report reproduction and
150
75
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binding (10 copies)
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(3) Living and travel expense
for personnel on site (18
860
285
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man days)
(4) Telephone
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(5) Van travel expense
(6) Instrument calibration
195
75
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$1,625
$505
9 . In the event said expenses exceed the aforesaid amounts,
10 COnsultant shall bear said excess.
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(b) City's Right to Audit Expenses. Consultant shall
12 maintain and keep adequate books and records on a current basis
13 recording all expenses in a form satisfactory to City and in accor4-
14 ance with generally acceptable accounting principles. Said books !
15 ,and records shall be made available to City for purposes of audit
16 at all reasonable times and places. All such books and records
17 shall be retained for such periods of time as required by law;
18 provided, however, notwithstanding any shorter periods of retentio~,
19 all books, records and supporting detail shall be retained for a
20 period of at least three years after the expiration of the term
21 of this agreement.
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6. City's Responsibilities.
(a) City shall designate to the Consultant, in writ-
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ing, the representative(s) (member of the City of San Bernardino
management) authorized to act for it pursuant to this agreement.
(b) City shall assist the Consultant in arranging
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(c) City shall make arrangements with selected CATV
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1 !isubscribers in order to permit entry in their places of residence
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2 ,: to facilitate the work of Consultant. A City staff member shall
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3 :: accompany Consultant during all system testing.
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(d) City shall exercise its rights and privileges
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:, wh1ch allow it to inspect the CATV Franchisees' property.
In so
6 doing, City shall inform the Franchisees that Consultant is a
7 duly appointed representative charged with the responsibility of
8 inspecting the Franchisees' property.
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7. Consultant's Professional Status. Consultant accepts
10 the relationship of trust and confidence to be established be-
II tween it and City. Consultant covenants with City that it will
12 exercise its best professional skill and judgment in furthering
13 the interest of City. Consultant shall be at all times herein
14 an independent contractor and not an employee or agent of City.
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8. Warranties of Consultant.
Consultant specifically
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warrants and represents to City that its skill, experience and
17 expertise is to be in accordance with a certain proposal prepared y
18 Consultant dated August, 1977, and that it possesses the afore-
19 said qualities and the complete capabilities necessary to perform
20 al~ of the tasks set forth herein in a competent professional
21 manner. city enters into this agreement in reliance upon Con-
22 sultant's express representations to this effect.
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9. Assignability. The experience, skill and expertise
24 of Consultant is of the essence of this agreement. Consultant
25 shall not assign (whether by assignment or novation) this agree-
26 ment or delegate its duties hereunder in whole or in part or any
27 right or interest hereunder without the prior written consent of
28 City. Any assignment or attempt to assign this agreement'without
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, such prior written consent or by operation of law shall con-
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3 I 10. Interest of Consultant. Consultant covenants that it
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4 I presently has no interest and shall not acquire any interest,
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5 i direct or indirect, which would conflict in any manner or degree
6 I with the performance of services required to be performed under
7 this agreement. Consultant further covenants that in the perform-
S ance of this agreement no person having any such interest shall be
9 employed.
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11. Findings Confidential. Any reports, information, data,
11 etc. given to or prepared or assembled by Consultant under this
12 agreement which City requests to be kept as confidential shall not
13 be made available to any individual or organization by Consultant
14 without the prior written approval of city.
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12. publication, Reproduction and Use of Material. No
material produced in whole or in part under this agreement shall
be subject to copyright in the United States or in any other
country. The final report furnished by Consultant to City shall
become the sole property of City and City shall have unrestricted
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authority to pUblish, disclose, distribute and otherwise use, in
whole or in part, any reports, data, or other materials prepared
under this agreement.
13. Termination of Agreement for Cause. If for any cause
24 Consultant shall fail to fulfill in a timely and proper manner
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25 its obligations under this agreement, or if Consultant shall
26 violate any of the covenants, agreements or stipulations of this
27 agreement, City shall thereupon have the right to terminate this
28 agreement by giving written notice to Consultant of such termina-
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1 tion and specifying the effective date thereof at least five (5)
2 days before the effective date of such termination. In that event
3 all finished and unfinished documents, data, studies, surveys,
.( :'drawings and reports. or other material prepared by Consultant
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5 liunder this agreement shall, at the option of City, become its
6 property and Consultant shall be entitled to receive just and
7 Ii equi table compensation for any satisfactory work completed on
8 such documents and other materials.
9 Notwithstanding the above, Consultant shall not be relieved
10 of liability to city for damage sustained by City by virtue of
11 any breach of this agreement by Consultant, and City may withhold
12 any payments to Consultant for the purpose of set-off until such
13 time as the exact amount of damages due City from Consultant is
14 determined.
15 This agreement may not be terminated if the failure to
16 perform arises from unforeseeable cause beyond the control and
17 without the fault or negligence of Consultant.
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14. Termination for convenience of City. City may
terminate this. agreement at any time by giving written notice to
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Consultant of such termination and specifying the effective date
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thereof at least fifteen (15) days before the effective date of
22 such termination. In such event, all finished and unfinished
23 documents and other materials as described in paragraph 13 above
24 shall, at the option of City, become its property. If the agree-
25 ment is terminated by City as provided herein, Consultant will be
26 entitled to be paid all compensation for work performed to the
27 date of termination, including all reimburse able expenses and
28 related costs. If termination is due to the fault of persons
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other than Consultant, Consultant will be entitled to be paid all
compensation for work performed to the date of termination, in-
cluding all reimburseable expenses and related costs. Should this
agreement be terminated due to fault of Consultant, paragraph 13
hereof relative to termination shall be applicable.
15. Change.. Should City require changes in the scope of
the services of Consultant to be performed hereunder, such changes
including any corresponding increase or decrease in the amount of
Consultant's compensation, which shall be mutually agreed Upon by
and between city and Consultant, shall be incorporated'in this
agreement only by written amendments hereto.
16. Consultant to Hold Harmless. Consultant hereby agrees
to, and shall, hold city, its elective and appointive boards,
commissions, officers, agents and employees harmless from any
liability for damage or claims for damage for personal injury,
including death, as well as from claims for property damage whiCh
may arise from Consultant's operations under this agreement,
whether such operations be by Consultant or by anyone or more
persons directly or indirectly employed by or acting as agent for
Consultant. Consultant agrees to and shall defend City and its
elective and appointive boards, commissions, officers, agents and
employees from any suits or actions at law or in equity for damage
caused, or alleged to have been caused, by reason of any of the
aforesaid operations.
17. Time of Essence. Time is of the essence with respect
to Consultant's performance under this agreement.
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18. Notices. All notices herein required shall be in
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II writing and. delivered in person or sent by certified mail, postage
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Ii prepaid, addressed as follows:
I: City of San Bernardino
'I' 300 North "0" Street
I San Bernardino, CA 92418
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Alta California Services
3000 Sand Hill Road
Menlo Park, CA 94025
IN WITNESS WHEREOF, the parties hereto have executed this
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Agreement on the date first hereinabove written.
ATTEST
form:
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By
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PLANNING, DESIGN AND
MANAGEMENT CONSULTING SERVICES
November 1, 1977
Mr. Marshall Julian
City Administrator
City of San Bernardino
300 North D Street
San Bernardino, California 92418
Dear Mr. Julian:
ACSI Project #656
Pursuant to our conversation and the meeting with the CATV
Committee on Friday, October 28, 1977, this letter is to document
the understandings reached concerning our work with the City on
the CATV survey.
1. Phase 1 is scheduled for presentation to Council
on January 16, 1978, with Phase 2 to follow two
weeks later.
2. ACSI shall bill the City on a monthly basis for work
accomplished during the month. Each bill shall be a
progress report, referencing task numbers identified
in the Consulting Agreement. Payment shall be due
in ten (10) days.
Thank you very much for your help in clearing up these details.
Sincer:1Y~
~"'"'tt
Senior Consultant
GL/ma
cc: Tom Crawford
3000 SAND HILL ROAD, MENLO PARK, CALIFORNIA 94025 (415) 854-7030