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HomeMy WebLinkAboutItem 4.06 TeleMgtCorpCableTVRenew . . . " .,. ; CITY CLERK File # [I]~~~-~~ AGENDA STATEMENT CITY COUNCIL MEETING DATE: (November 3,1998) SUBJECT: Consulting Agreement - Telecommunications Management Corporation (TMC) For Assistance with Cable Television (TCl) Franchise Renewal Process (Report Prepared by: Sue Bar:nes) EXHIBITS ATTACHED: 1. Proposed Agreement 2. Budget Change Form 3. Draft Letter to TCl Providing Notice Current Ordinance Provisions For Franchise Renewal Costs To Be Paid By TCl RECOMMENDATION: ~ 1. Authorize City Manager To Execute the Agreement on behalf of the City of Dublin, substantially in the form presented. 2. Authorize the Mayor to execute the budget change form. FINANCIAL STATEMENT: Total cost of services to four cities is $58,300. The cost is proposed to be shared equally by the Cities of Pleasanton, Livermore, San Ramon, and Dublin. The share of the total cost to be paid by the City of Dublin is $14,575. The total adopted 1998/99 Budget for this activity is $5,000. A Budget change for $9,575 is required in the event that the scope of work can be completed prior to June 30, 1999. The current ordinance provides that the company (TCl) shall be responsible for franchise processing costs. DESCRIPTION: At the July 21, 1998 City Council Meeting, the City Council commenced a proceeding to review TCl's performance under the current franchise and identify the Dublin community's future cable-related needs. The Council also authorized the City Manager and/or his designee to enter into franchise renewal negotiations with TCL The renewal process takes place during the thirty-six months preceding the end of a franchise agreement. The Cities of Dublin, San Ramon, Pleasanton, and Livermore will be participating in joint negotiations with TCL Joint pooling of the jurisdiction's respective expertise and resources will provide opportunities for reducing franchise renewal costs and maximizing leverage during the negotiation process. This also assures a replication of similar services throughout the neighboring communities. COPIES TO: 4~6 ITEM NO. G:cableTV\tmcadga PROCESS USED TO SELECT RECOMMENDED FlRM , As noted in the July 21, 1998 Staff report, the Cities intend to contract with a consultant to assist with the'" · franchise renewal process. The requirements of the process are detailed in Federal Communications Commission (FCC) regulations. In addition, professional expertise is required to assess the technical components of the Cable System. . The Cities sent out a Request for Proposals, and only one consultant, Telecommunications Management Corporation (TMC), responded with a proposal. All four Cities have utilized the firm as a consultant in the past, and feel comfortable with contracting with them to assist with the renewal process. TMC is willing to work with all four Cities simultaneously, thereby reducing costs for each individual municipality. TMC is an independent consulting firm with no ties either to cable television system operators or equipment manufacturers. All of their clients are local governments. They have been assisting municipalities in all aspects of their agreements with cable operators since 1972. Their experience and background will be invaluable, since this is a highly specialized subject. This firm also assisted with the negotiation of the current Franchise as well as subsequent rate reviews conducted for the four cities. SCOPE OF WORK As part of the response to the proposal, TMC prepared a statement of work. The actual statement is attached to the Draft Agreement as Exhibit A. The scope includes the following elements: I. An update of the Cities' Cable Television Ordinances 2. An assessment of community needs, including: 2A. Government and Educational Access Needs Assessment 2B. A minimum of one public meeting and/or workshop for each of the four Cities 2C. A telephone subscriber survey 3. An audit of franchise fees 4. Technical analysis and recommendations of renewal objectives 5. Participation in franchise renewal negotiations . COST The four cities will be approving a single agreement, which has provisions for the costs to be shared equally between all agencies. The total cost for the City of Dublin is $14,575. The amount budgeted for the 1998/99 fiscal year was $5000, so a budget adjustment of$9,575 is required. Although the process may not be completed in the current Fiscal Year, at this time it is not possible to ascertain the exact . expenses anticipated prior to June 30, 1999. Staff will monitor this aspect and incorporate appropriate changes in the Fiscal Year 1999-2000 budget. The Budget Change Form (exhibit 2), recognizes that the additional expense will be funded from reimbursements. The current City ordinance, Section 3.20.270, requires that franchise processing costs associated with a franchise renewal are required to be borne by the company. Attached as Exhibit 3 is a letter to TCl placing them on notice that this is a requirement. Staff anticipates billing TCl actual expenses on a Fiscal Year basis, which will result in no net cost to the City. Staff Recommendation: Authorize City Manager to contract with Telecommunications Management substantially in the form . presented; and approve budget change. -:;..- I 4 /~ ,. STANDARD CONTRACTUAL SERVICES AGREEMENT THIS AGREEMENT is made at Dublin, California, as of November 5, 1998, by and between the . ClTlES OF DUBLIN, SAN RAMON, LIVERMORE, and PLEASANTON, municipal corporations ("ClTlES"), and Telecommunications Management Corporation, ("CONTRACTOR"), who agree as follows: 1. SERVlCES. Subject to the terms and conditions set forth in this Agreement, CONTRACTOR shall provide to ClTlES the services described in Exhibit A. CONTRACTOR shall provide said services at the time, place and in the manner specified in Exhibit A. 2. PAYMENT. CITIES shall pay CONTRACTOR for services rendered pursuant to this Agreement at the time and in the manner set forth in Exhibit B. The payments specified in Exhibit B shan be the only payments to be made to CONTRACTOR for services rendered pursuant to this Agreement. CONTRACTOR shall submit all billings for said services to ClTIES in the manner specified in Exhibit B. 3. FAClLITIES AND EQUlPMENT. Except as set forth in Exhibit C, CONTRACTOR shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. ClTY shall furnish to CONTRACTOR only the facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit C. 4. GENERAL PROVlSlONS. The general provisions set forth in Exhibit D are part of this Agreement. ln the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the other term or condition shall control insofar as it is inconsistent with the general provisions. . 5. EXHlBlTS. AIl exhibits referred to herein are attached hereto and are by this reference incorporated herein. 6. CONTRACT ADMINISTRA TlON. This Agreement shall be administered by Richard C. Ambrose (DUBLIN), DEBORAH A. ACOSTA (pleasanton), HERB MONIZ, (San Ramon), and GERALD Peeler (Livermore), ("ADMINISTRATORS"). AIl correspondence shall be directed to or through~the ADMINISTRATOR or his or her designee. ,"' 7. NOTlCES. Any written notice to CONTRACTOR shall be sent to: Carl Pilnick Telecommunications Management Corporation 5757 Wilshire Boulevard, Suite 635 Los Angeles, CA 90036 Any written notice to CITIES shall be sent to: Nelson Fiahlo City of Pleasant on 200 Old Bernal Avenue Pleasanton, CA 94566 Sue Barnes City of Dublin P.O. Box 2340 Dublin, Ca 94568 Jeff Eorio Ellen Axelrod City of San Ramon City of Livermore 2222 Camino Ramon 1052 S. Livermore Ave. San Ramon, CA 94583 Livermore, CA 94550 . 8. EFFECTIVE DATE. This Agreement shall only be effective after approval by all of the ClTIES;. EXHIBIT 1 FOR CITY OF DUBLIN: Executed as of the day first above stated: c7Z ~ /~, Attest: CITY OF DUBLIN a municipal corporation . City Clerk By Richard Ambrose,"CITY" Approved as to form: By "CONTRACTOR" City Attorney *********************************************************************************************************** FOR CITY OF PLEASANTON: Executed as of the day first above stated: Attest: CITY OF PLEASANTON a municipal corporation City Clerk By Deborah Acosta, City Manager Approved as to form: By "CONTRACTOR" City Attorney *********************************************************************************************************** FOR CITY OF SAN RAMON: Executed as of the day first above stated: Attest: CITY OF SAN RAMON a municipal corporation . City Clerk By Herb Moniz, City Manager Approved as to form: By City Attorney "CONTRACTOR" *********************************************************************************************************** FOR CITY OF LIVERMORE: Executed as of the day first above stated: Attest: CITY OF LIVERMORE a municipal corporation City Clerk By Gerald Peeler, City Manager Approved as to form: By City Attorney "CONTRACTOR" . , I. I I I I I . . 3cf/~ Exhibit A STATEMENT OF WORK PROPOSED CABLE TELEVISION CONSULTING SERVICES TO THE CITIES OF DUBLIN, LIVERMORE, PLEASANTON AND SAN RAMON A. GENERAL Telecommunications Management Corp. (the Consultant) shall provide cable television consultant services to the cities of DUblin, Livermore, Pleasanton and San Ramon (the cities) in support of the Cities' refranchising process with TCl Cablevision, and in accordance with the following tasks. B. TASKS Task 1 Update of Cable Television Regulatory Ordinances The consultant shall review and update the cities' current cable television ordinances, and submit either a new ordinance draft or recommended new regulatory and consumer protection provisions, for the cities' consideration. The revisions shall include, but not necessarily be limited to, the following: . compatibility with the Cable Television Consumer Protection and Competition Act of 1992 and the Telecommunications Act of 1996 and other currently applicable laws and regulations. . Compatibility with the current and anticipated. future status of cable television technology and services. . Provision of regulatory flexibility, consumer service standards and franchise enforcement capability to the extent appropriate to protect the public interest. Subsequent to submission of the revisions, the Consultant, upon request, shall participate in relevant briefings, meetings and public hearings, up to the adoption of the ordinance. Up to two (2) meetings are included in the costs indicated in E. below for this task I 1/ ;( / h- . I Task 2 Assessment of community Needs . I Sub-task 2A Government and Educational Access Needs Assessment I The Consultant shall assess the cable access needs and interests of city agencies and educational institutions within the franchise areas. This assessment shall include: I . Conducting direct meetings and interviews with cognizant governmental and educational officials, to ascertain priorities and interests in future access uses of the cable system. I I . Reviewing and evaluating potential services of interest, including both one-way and interactive video/data/voice applications. I' . cost-effectiveness evaluation of major services of interest. I . Recommendations as to cable system capability to meet the p~rceived municipal and educational needs. . I The end-result of this task shall be a written report summarizing the results of the assessment. I I Sub-task 2B Public Meetings and Workshops - The Consultant shall conduct at least four (4) public meetings (one in each City) and/or workshops to provide an opportunity for interested parties and the general public to comment on the franchise renewal process. The meeting target audiences shall be determined by the cities (e.g., business community representatives). The Consultant shall utilize the input developed from the meetings to establish a comprehensive community needs assessment. The end-item of this task shall be a written needs assessment report. Sub-task 2C (optional) Subscriber survey - Public satisfaction and Future Needs The Consultant proposes an optional telephone survey of cable subscribers in all four Cities in order to assess subscriber needs and interests. A telephone survey is . I . . 'e I I I I I I I I. I I l I 5 oz5 It:, considered statistically more valid than a mail survey, which depends on which individuals choose to respond. The consultant proposes to use ETROK, an experienced cable survey firm as a subcontractor, with TMC retaining full responsibility for meeting the local requirements. A description of ETROK's qualifications is provided in Attachment 3. The survey shall include, but not n~cessarily be limited to, the following: . Designed for a statistical error rate of t5% or better at a 95% confidence level (for the cities cOllectively). . Random sampling of survey subjects throughout all geographical areas of the four franchise areas. . Inclusion of both direct response and "open ended" survey questions. . Pre-test of questions and responses prior to conducting the actual survey. . A written ~eport providing the survey methodology, coding, entry and analysis of results. Task 3 Audit of Franchise Fees The Consultant shall conduct a franchise fee audit which will include at least the following: . A review of the revenue records of the cable operator, for at least the most recent three- year period, including the sources of all revenue components. This will include revenue, such as commissions paid by the home shopping channels, that may be paid to the corporate offices or to an affiliate rather than directly to the local cable system. . A review of the method utilized by the operator to compute franchise fees due to each city, including all revenue elements included in the computation. A detailed analysis will be made of any revenues excluded from the computation, and whether these exclusions are in compliance with franchise requirements and cable industry practices. Particular attention shall be paid to the impact of the Fifth Circuit Courts "Dallas" decision (also sometimes '. I ~ "tf .1 ~ I knows as the FCC's "Baltimore" ruling). . I . A comparison of the computed franchise fees due with actual payments made to each city, to verify that all fees have been paid. I In the event of any discrepancies, an estimate of the underpayments will be made. This will cover not only the three-year period examined in detail, but previous franchise years as well, to the . extent of the applicable statute of limitations, as defined by the cities. I I The end-result of the review and audit shall be a written report detailing all findings, along with estimates of incorrect payments, to the extent any are found, and recommendations for future financial reports and procedures. I I Up to four (4) meetings are included in the cost quoted for this task. I Task 4 Technical Analysis and Recommendations of Renewal objectives . I The Consultant shall perform an evaluation of the TCI cable system serving the cities. The evaluation shall include, but not necessarily be limited to: I . A review of the system design and operational capability, the age and condition of major components and facilities, and the operator's current upgrade plans. I I . A review of the system's proof-of-performance tests and results, and a comparison with FCC technical standards. . A review of the system's records with respect to service calls, response to subscriber complaints, and maintenance history. . A review of the various government, educational and community access facilities, including current equipment and programming and the capability to be upgraded and expanded to meet future needs and interests. . A review of compliance of the franchisee with the requirements of the current franchises. . I .1 of I to I. I The end-item of Task 4 shall be a written evaluation report, including all data, analyses and conclusions. The report also shall contain recommended minimum requirements and target objectives for franchise renewal, in such areas as: I . Regulatory terms and conditions, including the ability to regulate to the full extent permitted by state and federal law. I . System upgrade, capacity and capability, including consideration of advanced features, such as "user- friendliness" and institutional communications. I . Consumer protection standards and quality of service. I . Government, educational and community access. . Practical provisions for enforcement of franchise commitments. I :. The report shall also contain a review of the impact of federal and state legislation, with specific emphasis on the 1992 Cable Act and the Telecommunications Act of 1996. The review shall analyze potential impacts, including perceived advantages and disadvantages, in such areas as regulation of rates and customer service standards. The report also shall provide . recommendations for development of a comprehensive Telecommunications Policy with respect to both cable and other telecommunications providers. Up to four (4) meetings are included in the costs indicated in E. below for this task. Task 5 Participation in Franchise Renewal Negotiations The Consultant shall review any renewal proposal(s) submitted by the cable operator and provide written comments in response. In accordance with the objectives identified in Tasks 2 and 4, the Consultant shall draft a franchise renewal agreement, containing the elements for renewal considered in the Town's best interests. . The Consultant also will review any operator-drafted franchise documents and provide staff with comments and suggestions. <6 06 (,~ The Consultant shall provide support in franchise renewal negotiations, including as a minimum, the . following: . Providing appropriate recommendations for negotiation objectives and strategies. . Reviewing and evaluating any proposals submitted, and drafting appropriate responses including franchise agreement/ordinance provisions. . Participation in negotiation meetings, as requested, and acting as the cities' chief negotiator, or one of its negotiators, as desired. . Meeting with, and briefing of, the staff and elected officials, and attendance at public hearings and meetings, as required. Up to ten (10) meetings are included in the costs indicated in E. below for this task . . ~XHlBIT B (page 1 of 2) 9 ozf /{, ~ PAYMENT SCHEDULE This Agreement is based upon services provided to the Cities of Dublin, Livermore, Pleasanton, and San Ramon. CITIES collectively shall pay CONTR.A..CTOR an amount not to exceed the total sum of fifty eight thousand, three hundred Dollars ($58,300), plus reimbursable travel expenses, for services to be performed pursuant to this Agreement. CONTR.A..CTOR shall divide tlJe costs into four equal amounts as the work is completed, and submit separate invoices to each of the four Cities. The maximum billed per City shall be $14,575, plus a pro-rated share of reimbursable expenses. Invoices shall be-submitted during the tenn of this Agreement, based on the cost for services performed, in accordance with the following schedule: TASK 1: Update Cable TV Regulatory Ordinance Invoiced upon draft submission Task 2A: Assessment of GovernmentlEducational Access Needs 40% invoiced 30 days after authorization to proceed, 40% invoiced 60 days after authorization to proceed, with the remainder invoiced upon task completion Task 2B: Four Public Meetings/Workshops to gamer Public lnput 40% invoiced 30 days after authorization to proceed, 40% invoiced 60 . days after authorization to proceed, with the remainder invoiced upon task completion Task 2C: Subscriber Telephone Survey $10,000 invoiced upon Cities approval of the survey questionnaire, \\~th the remainder invoiced upon submission of the survey report Task 3: Audit of Franchise Fees 50% invoiced 30 days after receipt of required cable operator documentation, with the remainder invoiced upon task completion Task 4: Technical Analvsis ofSvstemlRecommendations of Renewal Objectives 50% invoiced 30 days after receipt of required cable operator documentation, with the remainder invoiced upon task completion Task 5: Participation in Franchise Renewal Negotiations 30% invoiced 30 days after the initiation of negotiations, 40% invoiced 60 days after initiation of negotiations, with the remainder invoiced upon task completion Total TOTAL $4,800 Per Citv $1,200 $4,400 $ 1,100 $3,600 $900 $l6,000 $4,000 $8,400 $2"; 1 00 $8,200 $2,050 $l2.900 $3.225 $58,300 $14,575 . addition, travel expenses for authorized visits shall be invoiced at cost, as incurred. Also included in these costs are five (5) bound copies plus one (1) reproducible copy of the reports. Additional copies will be provided at TMC's cost. EXHIBIT B (page 2 of 2) II) lff /e:. The total sum stated above shall be the total which ClTlES shall pay for the services to be rendered by . CONTRACTOR pursuant to this Agreement. ClTIES shall not pay any additional sum for any expense or cost whatsoever incurred by CONTRACTOR in rendering services pursuant to this Agreement. . ClTlES shall make no payment for any extra, further or additional service pursuant to this Agreement unless such extra service and the price therefor is agreed to in Writing executed by the City Managers or other designated officials of ClTIES authorized to obligate ClTY thereto prior to the time such extra service is rendered and in no event shall such change order exceed twenty-five (25%) of the initial contract price. The services to be provided under this Agreement may be terminated without cause at any point in time in the sole and exclusive discretion of ClTIES. In this event, ClTIES shall compensate the CONTRACTOR for all outstanding costs incurred as of the date of written notice thereof and shall terminate this Agreement. CONTRA.CTOR shall maintain adequate logs and timesheets in order to verify costs incurred to date. . . EXHIBIT C - City Facilities 1106 Ie . CITlES shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for CONTRACTOR'S use while consulting with ClTIES' employees and reviewing records and the information in possession of ClTIES. The location, quantity, and time of furnishing said physical facilities shall be in the sole discretion of ClTIES. In no event shall CITIES be obligated to furnish any facility which may involve.incurring any direct expense, including, but not limiting the generality of this exclusion, long-distance telephone or other communication charges, vehicles, and reproduction facilities. . . ExmBIT D /~ 06 i6 GENERAL PROVISIONS . 1. INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, CONTRACTOR shall be an independent contractor and shall not be an employee of ClTIES. ClTlES shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR'S services rendered pursuant to this Agreement; however, CITIES shall not have the right to control the means by which CONTRACTOR accomplishes services rendered pursuant to this Agreement. 2. LICENSES: PERMITS: ETC. CONTRACTOR represents and warrants to ClTIES that he has all licenses, permits, qualifications and approvals of whatsoever nature, which are legally required for CONTRACTOR to practice his profession. CONTRACTOR represents and warrants to ClTlES that CONTRACTOR shall, at his sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for CONTRACTOR to practice his profession. 3. TlME. CONTRACTOR shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONTRACTOR'S obligations pursuant to this Agreement. 4. INSURANCE REOUlREMENTS. CONTRACTOR shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, his agents, representatives, employees or subcontractors. The cost of ~uch insurance shall be included in the CONTRACTOR'S bid. . (a) Minimum Scope ofInsurance. Coverage shall be at least as broad as: 1. Insurance Services Office form number GL 0002 (Ed. 1/73) covering comprehensive General Liability and lnsurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or lnsurance Services Office Commercial General Liability coverage ("occurrence" fonn CG 0001.) 2. lnsurance Services Office form number CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. 3. Workers' Compensation lnsurance as required by the Labor Code of the State of California and Employers Liability lnsurance. (b) Minimum Limits of lnsurance. CONTRACTOR shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employers Liability: Workers' Compensation limits as . required by the Labor Code of the State of California and Employers Liability limits of $1 ,000,000 per accident. Exhibit D (page 1 of 3) / 3 06" / b . "J:c) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the CITIES. At the option of the ClTlES, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the ClTlES, their officers, officials and .mployees; or the CONTRACTOR shall procure a bond guaranteeing payment of losses and related vestigations, claim administration and defense expenses. (d) Other lnsurance Provisions. The policies are to contain, or be endorsed to contain, the following provlSlons: l. General Liability and Automobile Liability Coverages. a. The CITIES, their officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the CONTRACTOR; products and completed operations of the CONTRACTOR, premises owned, occupied or used by the CONTRACTOR, or automobiles owned, leased, hired or borrowed by the CONTRACTOR. The coverage shall contain no special limitations on the scope of the protection afforded to the ClTIES, their officers, officials, employees or volunteers. b. The CONTRACTOR'S insurance coverage shall be primary insurance as respects the ClTIES, their officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the ClTlES, their officers, officials, employees or volunteers shall be excess of the CONTRACTOR'S insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the ClTIES, their officers, officials, employees or volunteers. d. The CONTRACTOR'S insurance shall apply separately to each insured against whom claim is made or suit is brought, ex~ept with respect to the limits of the insurer's liability. . Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the CITIES, their officers, officials, employees and volunteers for losses arising from work performed by the CONTRACTOR for the ClTIES. 2. 3. Professional Liability. CONTRACTOR shall carry professional liability insurance in an amount deetned by the CITIES to adequately protect the CONTRACTOR against liability caused by negligent acts, errors or omissions on the part of the CONTRACTOR in the course of performance of the services specified in this Agreement. 4. All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the CITIES. (e) Acceotabilitv of lnsurers. lnsurance is to be placed with insurers with a Bests' rating of no less than A:VII. (f) Verification of Covera!!e. CONTRACTOR shall furnish CITIES with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be received and approved by the CITlES before work commences. The .TY reserves the right to require complete, certified copies of all required insurance policies, at any time. (g) Subcontractors. CONTRACTOR shall include all subcontractors as insureds under its policies or shall fwnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Exhibit D (Page 2 of 3) ill 06 /6 (h) The Risk Manager of CITIES may approve a variation in those insurance requirements UPQij a .. determination that the coverages, scope, limits and forms of such insurance are either not commercially available or that the ClTIES' interests are otherwise fully protected. 5. CONTRACTOR NO AGENT. Except as ClTIES may specify in writing, CONTRACTOR shall have. no authority, express or implied, to act on behalf of ClTIES in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this Agreement to bind ClTIES to any obligation whatsoever. 6. ASSlGNMENT PROHlBlTED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 7. PERSONNEL. CONTRACTOR shall assign only competent personnel to perform services pursuant to this Agreement. ln the event that ClTIES, in their sole discretion, at any time during the term of this Agreement, desires the removal of any such persons, CONTRACTOR shall, immediately upon receiving notice from ClTIES of such desire of ClTlES, cause the removal of such person or persons. 8. STANDARD OF PERFORMANCE. CONTRACTOR shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which CONTRACTOR is engaged in the geographical area in which CONTRACTOR practices his profession. All instruments of service of whatsoever nature which CONTRACTOR delivers to CITIES pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in CONTRACTOR's profession. 9. HOLD HARMLESS AND RESPONSlBlLITY OF CONTRACTORS. CONTRACTOR shall take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to him, to any subcontractor, to the ClTIES, to ClTlES' officers and employees, or to parties designated by the ClTIES, on account of the performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on active or passive negligence of the CONTRACTOR or any subcontractor. CONTRACTOR shall indemnify, defend and hold harmless the CITIES, their officers, officials, directors, employees and agents from and against any or all loss, liability, expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from the performance of the work. This paragraph shall not be construed to exempt the CITlES, its employees and officers from its own fraud, willful injury or violation of law whether willful or negligent. For purposes of Section 2782 of the Civil Code the parties hereto recognize and agree that this agreement is not a construction contract. By execution of this agreement CONTRACTOR acknowledges and agrees that he has read and understands the provisions hereof and that this paragraph is a material element of consideration. Approval of the insurance contracts does not relieve the CONTRACTOR or subcontractors from liability under this paragraph. . 10. GOVERNMENTAL REGULATIONS. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, CONTRACTOR shall comply with all applicable rules and regulations to which ClTIES are bound by the terms of such fiscal assistance program. 11. DOCUMENTS. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda or . other written documents or materials prepared by CONTRACTOR pursuant to this Agreement shall become the property of ClTIES upon completion of the work to be performed hereunder or upon termination of the Agreement. Exhibit D (Page 3 of 3) ~ Ii ........ CITY OF DUBLIN BUDGET CHANGE FORM jS ozJ /6 CHANGE FORM # . New Appropriations (City Council Approval Required): Budget Transfers: Ei .. . t ,. ""~h..{h"",>,,>)(;!S; From Budgeted Contingent Reserve (1080-799.000) Within Same Department Activity Between Departments (City Council Approval Required) Other . From Unappropriated Reserves X From New Revenues Name Name: REVENUE: General Fund - Other Revenues: Reimbursement $ 9,575.00 Account #: Account #: 001-1000-570-005 Name: Account #: Name: Name: General Fund: Community Cable TV - Contract Services $ 9,575.00 Account #: Name: Account #: 001-8030-740-000 Name: . Account #: Name: Account #: Name: Account #: Account #: City Manager: Date: Signature REASON FOR BUDGET CHANGE ENTRY: lncreased costs for TCl Franchise Renewal Process consulting services. ln order to provide cost efficiencies the services are being obtained in conjunction with the cities of Livermore, Pleasanton, and San Ramon. Pursuant to the Dublin Municipal Code the cost of the Renewal Process is to be reimbursed by the Cable Grantee. ~t\;,~; ";::::'"~#*.\~:;';:~#'0'f\:V~;Wif",":;;:.,,,~\;.~ }~:'tw:'.~A' -s<Ap"pr'.-o:y.ed .a.'.t.-th"e" Cl'~\ 1710~ 'un"" -c.l"l-:~7"!"3eeti'n\ g"-'o"'n~T::~D.--at'-e"';::".""'l"l."/- 3..-/.9....8 ::~;~':'':'' i\t/'"::':~,~..:-i~:<:/RZ &1,h",,>o:~;a;>~:<r<~l!~f,>.>~~;<)ti,Y;.~t~;~'d':;~St~~~~ >:0. ' '~iMl! ~. ~, '.m..,~l\V' .~,~~. ~~~'>, ',~ Mayor: Date: . Signature Posted By: Date: Signature formslbudgchnr EXHIBIT 2 )6 ~!? . ; CITY OF DUBLIN Po. Box 2340; Dublin, California 94568 . City Offices. 100 Civic Plaza, Dublin, California 945 October 29, 1998 Tom Baker, General Manager TCI of California Tri- Valley System 2333 Nissen Drive Livermore, CA 94550 Dear Mr. Baker: I am writing this letter to inform your firm of financial requirements and obligations of the Dublin Municipal code related to consideration ofa renewal of TCl's Cable Television Franchise. As outlined in Section 3.20.270 of the City of Dublin's Municipal Code (copy enclosed), the cable television franchise grantee is responsible for paying the costs associated with a franchise renewal. These costs include, but are not limited to, all costs for public meetings, development of ordinances and franchise agreements, and evaluation of all applications. The Cities of Dublin, Pleasanton, Livermore, and San Ramon intend to enter into an agreement with . Telecommunications Management Corporation (TMC), a consultant that will assist with a variety of tasks necessary to complete the renewal. This joint effort should provide an efficient means to procure these services and will avoid duplication. Although the total cost for the scope of work outlined by the consultant is $58,300, plus travel expenses, each City will be sharing equally 25% of the final actual cost. The City of Dublin will be in contact with you regarding the timing and frequency of reimbursement for our portion of the fee, as required by our local ordinance. I will keep you updated regarding other costs as they are incurred. lfyou have any questions, please do not hesitate to call me at (925) 833-6657. Sincerely, ~~~ Sue Barnes, Management Assistant c.c. Ellyn Axelrod, City of Livermore Nelson Fiahlo, City of Pleasant on JeffEorio, City of San Ramon . EXHIBIT 3 Administration (925) 833-6650 . City Council (925) 833-6605 . Finance (925) 833-6640 . Building Inspection (925) 833-6620 Code Enforcement (925) 833-6620 . Engineering (925) 833-6630 . Parks & Community Services (925) 833-6645 =conomic Development (925) 833-6650 . Police (925) 833-6670 . Public Works (925) 833-6630 Community Development (925) 833-6610 . Fire Prevention Bureau (925) 833-6606