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ORIGINAL
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Date: March 15, 2006
Subject: Resolution authorizing
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
From: Lori Sassoon, Assistant City
Manager
Dept: City Manager's Office
MICC Meeting Date: April 3, 2006
Synopsis of Previous Council Action:
None
Recommended Motion:
1) Adopt resolution.
2) Authorize the Director of Finance to amend the FY 05-06 budget by transferring
$30,000 from Account Number 107-261-5011 and 8,0 rom Account Number
107-261-5014 to Account Number 107-261-5502
Signature
Contact person: Lori Sassoon
Phone:
5122
Supporting data attached:
staff report
Ward:
all
FUNDING REQUIREMENTS: Amount: Not to exceed $38,000
Source: (Acct. No.) 107-261-5502
(Acct. Description) Cable TV Fund
Finance:
Council Notes: :)19()& -gq
Agenda Item No. \ \
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Staff Report
Subiect
Resolution authorizing 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
Back~round
As part of the transfer of Adelphia Cable to Time Warner, the City recently completed
audits of Adelphia for 2001 through the first six months of2005. At the end of this
process, the audits resulted in revenue of over $400,000 to the City's General Fund. The
amounts due to the City were for uncollected franchise fees and Utility User Taxes, as
well as penalties and interest. The audits were completed by Communication Support
Group, Inc.
Since the review of Adelphia resulted in significant revenue for the City, it is
recommended that a review of Charter Communications be initiated using the same audit
firm.
The initial engagement will be a review of franchise fees and Utility User Taxes (UUT)
paid by Charter Communications to the City for a four year period beginning January
2002 and ending December 2005. CSG will review Charter's books and records to assist
the City in determining if the company has paid the City the appropriate franchise fees
and UUT for the four years.
Financial Impact:
The estimated fee for this agreement is $33,000. The fee quote is estimated on the
assumption that Charter Communications will complete and sign all questionnaires and
documents and that Charter Communications will have personnel available to work with
the consultants. Although the pricing provides adequate time for Charter to submit
requested information, delays may result in additional hours of work to obtain necessary
information or conclude findings. CSG has recommended that the City establish a
contingency fund of$5,000 to draw upon to cover any additional services that may arise
during the audit, for a total amount not to exceed $38,000.
A budget amendment is being requested to transfer $30,000 from 107-261-5011 (full
time salaries) to 107-261-5502 as well as $8,000 from 107-261-5014 (part time salaries)
to 107-261-5002 to cover all costs. Savings are expected in these accounts as a result of
personnel vacancies.
Recommendation:
Adopt resolution, and authorize the Director of Finance to amend the FY 05-06 budget by
transferring $30,000 from Account Number 107-261-5011 and $8,000 from Account
Number 107-261-5014 to Account Number 107-261-5002.
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RESOLUTION NO.
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
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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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
6 and Common Council of the City of San Bernardino at a
meeting thereof, held on the
_ day of
,2006, by the following vote, to wit:
Council Members:
NAYS
ABSTAIN ABSENT
AYES
ESTRADA
BAXTER
MCGINNIS
DERRY
KELLEY
JOHNSON
MCCAMMACK
City Clerk
The foregoing resolution is hereby approved this
day of
2006.
Patrick 1. Morris, Mayor
City of San Bernardino
Approved as to
Form and legal content:
,i) _,
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By: 0; --,<
.,~,. / . '";, ,.."
/1
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Jam,s F. Penman
City Attorney
...
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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 1,
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. COMPENSA nON AND EXPENSES.
a. For the service delineated 'above, CITY shall pay the CONSULTANT 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 of this 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.
CONSUL T ANT 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 CONSULT ANT'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.
NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
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CONSULT ANT 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 CONS UL T ANT 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.
ASSIGNMENT
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CONSULT ANT shall not voluntarily or by operation of law assign, transfer, sublet or
encumber all or any part of the 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
CONSULT ANT of CONSUL T ANT's obligation to perform all other obligations to be
perfornled 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
the laws of the State of California without regard to principles of conflicts of law.
VENUE
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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
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.
Communications Support Group, Inc.
Date: April
,2006
By:
John Risk, President
City of San Bernardino
Date: April
,2006
By:
Patrick 1. Morris, Mayor
20 ATTEST:
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Rachel Clark, City Clerk
Approved as to Form and legal content:
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JA1\lES F. PENMA~
City Attorney
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** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Ado~d): _~ ( '3 I ()&, Item #
Vote: AyesJ Nays
Change to motion to amend original documents D
NulVVoidAfter: UV days/ 0,(,lJ to
Resolution # On Attachments: & Note on Resolution of attachment stored separately: D
Ll
Abstain
Companion Resolutions
PUBLISH D
RECORD W/COUNTY D
By:
POST D
Resolution #
~ob-gy
Absent
Date Sent to Mayor: ~,Lt,[) ,k> Reso. Log Updated: E1"
Date of Mayor's Signature: \.{, Sr, Df., Seal Impressed: ~ /
Date ofClerk/CDC Signature: ~,('- Ob Reso. # on Staff Report []/
Date Memo/Letter Sent for Signature: L{/ 7 I (lb Date Returned: LJ -I g. Cir/ Not Returned: D
1'1 Reminder Letter Sent: 2nd Reminder Letter Sent:
D
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D
Development Services D Human Resources D Water Department
Others:'~~~J ACjIl~d -ID r~k
f'!~..eJh.cxA <-j() cl.t2c ~
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Copies Distributed to:
Animal Control
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EDA
City Administrator
City Attorney
Code Compliance
Facilities
Finance
D
Fire Department
Notes:
Yes /'
Yes
Yes
No By_
No/ By_
NO~y_
No. -fJ3y
No ~BY=
Yes
Yes
Information Services
D
D
D
D
D
Parks & Recreation
Police Department
Public Services
if '.::D
L/-.:jD
Ready to File: _
Date:
Revised 12/18/03
OFFICE OF THE CITY CLERK
RAcHEL G. CLARK, C.M.C. . CITY CLERK
300 North "D" Street. San Bernardino' CA 92418-0001
909.384.5002. Fax: 909.384.5158
www.sbcity.org
,,,
April 7, 2006
John Risk, President
Communications Support Group Inc.
505 Scenic Avenue
Piedmont, CA 94611-3422
Dear Mr. Risk:
At the Mayor and Common Council meeting of April 3, 2006, the City of San Bernardino
adopted Resolution 2006-89 - Resolution 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.
Enclosed are one (I) original agreement and two (2) duplicate original agreements to be
executed. Please obtain signatures in the appropriate locations and return the original agreement
and one (I) duplicate original agreement to the City Clerk's Office, Altn: Eileen Gomez, P.O.
Box 1318, San Bernardino, CA 92402, as soon as possible. Please keep a fully executed
duplicate original for your records.
Please be advised that the resolution and agreement will be null and void if not executed
within sixty (60) days or by Thursday, June I, 2006.
If you have any questions, please do not hesitate to contact me at (909)384-5002.
. Sincerely, ~- <
~-,~.
Eileen Gomez
Senior Secretary
Enclosure
CITY OF SAN BERNARDINO
ADOPTED SHARED VALVES: Integrity' Accountability' Respect for Human Dignity' Honesty
OFFICE OF TIlE CITY CLERK
RACHEL G. CLARK, C.M.C. . CITY CLERK
300 North "D" Street. San Bernardino' CA 92418-0001
909.384.5002' Fax; 909.384.5158
www.sbcity.org
~
April 20, 2006
John Rick, President
Communications Support Group, Inc.
505 Scenic Avenue
Piedmont, CA 94611-3422
Dear Mr. Rick:
Please find enclosed one duplicate original executed copy of the agreement altached to
Resolution No. 2006-89, engaging the services of Communications Support Group, Inc. to
conduct a review of Franchise Fees and Utility User Taxes paid by Charter Communications.
If you have any questions, please do not hesitate to call Dodie Olterbein, Records Management
Coordinator at (909)384-5002.
Sincerely,
Rachel G. Clark
City Clerk
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Enclosure
CITY OF SAN BERNARDINO
ADOPTED SHARED VALUES: Integrity' Accountability' Respect for Human Dignity' Honesty
CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
April 20, 2006
FROM:
Lori Sassoon, Assistant City Manager
City Manager Department
Sandra Medina, Assistant to the City Clerk.frfJ
TO:
RE:
Duplicate Signed Agreement
Please find enclosed one duplicate original executed copy of the agreement altached to
Resolution No. 2006-89, engaging the services of Communications Support Group, Inc. to
conduct a review of Franchise Fees and Utility User Taxes paid by Charter Communications.
If you have any questions, please call me at ex!. 3207.