HomeMy WebLinkAbout4.02 CableTV RegulatConsltnt
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CITY OF DUBLIN
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: July 25, 1994
SUBJECT:
Cable Television Regulation Consultant Agreement
170 (prepared by: Bo Barker, Management Assistant)
EXHIBITS ATTACHED:
1. /Resolution authorizing the City Manager to execute an agreement
/ with Telecommunications Management Corporation.
2. Copy of the proposed agreement.
RECOMMENDATIO~:..f'j" Authorize the City Manager to execute the agreement with
y(/'l'"" Telecommunications Communications Management Corporation for
Cable regulation consulting.
FINANCIAL STATEMENT: The total contract with Telecommunications Corporation is $3000 plus
any travel expenses. The total cost is being shared by the Cities of
Dublin, Livermore, Pleasanton, and San Ramon. The cost to the City of
Dublin will be under the budget of $1000.
DESCRIPTION: On October 5, 1992, Congress enacted the Cable Television Consumer Protection
and Competition Act of 1992. The Act allows cable systems not subject to effective competition to be
regulated. In accordance with regulations prescribed by the Federal Communications Commission
(FCC), franchising authorities, such as cities, may regulate basic cable service rates, charges for related
equipment and establish customer service standards that are consistent with the FCC regulations.
Rates for premium channels and pay-per-view channels are not regulated. Rates for all other cable
programming (i.e. Satellite Value package) are subject to regulation by the FCC.
Under the FCC regulations, the City's franchised cable operation, Viacom, is required to submit Form
393 which details how the operator calculates the rates for the basic service tier. The attached
agreement with Telecommunications Management Corporation provides for consulting services to
evaluate the Form 393. Consulting services are necessary to insure a proper level of analysis using an
experienced firm in the cable television industry.
The Cities of Livermore, Pleasanton and San Ramon will be sharing in the cost of the evaluation. The
total cost of the consulting services for one Form 393 will be $3,000 plus travel expenses.
Dublin's share will depend on the findings made by the consultant, but should be under the budgeted
amount of $1000.
COPIES TO:
€F'
CITY CLERK
FILE ~
ITEM NO. 4. 1~
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RESOLUTION NO. .94
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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AUTHORIZING THE AGREEMENT WITH TELECOMMUNICATIONS
MANAGEMENT CORPORATION
WHEREAS, on February 22, 1994, the City Council adopted a Resolution seeking certification
with the Federal Communication Commission to regulate basic cable television rates; and
WHEREAS, Under the FCC regulations, Viacom Cable is required to submit Form 393, written
documentation of rate calculations, for the City's review and approval; and
WHEREAS, the Cities of Dublin, Livermore, Pleasanton and San Ramon have agreed to share
in the cost of the consulting services in order to reduce costs.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby
authorizes the City Manager of the City of Dublin to execute the agreement for consulting services
with Telecommunications Management Corporation.
PASSED, APPROVED AND ADOPTED this 25th day of July, 1994
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
EXHIBIT 1
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CONTRACT FOR CONSULTANT SERVICES
THIS AGREEMENT is made and entered into this day of , by and between the
CITIES OF PLEASANTON, DUBLIN, SAN RAMON, and LIVERMORE, municipal
corporations (hereinafter referred to as the "Cities"), and Telecommunications Management
Corporation, a California corporation whose address is 5757 Wilshire Blvd. Suite 635, Los
Angeles, CA 90036, and telephone number is 213/931-2600, (hereinafter referred to as the
"Consultant").
,V I T N E SSE T H:
A. Consultant is qualified to provide, and experienced in providing, cable television
rate consulting services and has offered its services for the purposes specified in this Agreement.
B. In the judgment of the Cities, it is necessary and advisable to employ the services
of Consultant for the purposes provided herein.
NOW THEREFORE, in consideration of the mutual covenants, agreements and
conditions contained herein, Cities and Consultant agree as follows:
1. Consultant's Services. Consultant shall diligently perform the services of
analyzing Cities' Basic Service Tier cable television rates as submitted by Viacom Cablevision on
form 393:
a. Consultant shall perform all work described in Exhibit A, "Scope of Work",
attached hereto and incorporated herein by this reference.
b. Consultant shall meet with Cities' staff and other pertinent agencies as necessary
to complete the scope of work outlined in Section 1 (a) above.
c. Consultant will provide weekly status reports to Cities, describing project
activities to date and expected work plans. Consultant will provide written notice
to Cities of any anticipated changes to agreed upon project schedule.
2. Cities Services. In order to assist Consultant in this work, Cities shall provide
necessary direction within a reasonable time.
3. Staff. Prior to commencement of work, Consultant will provide to Cities a list of all
project persoMel and their specific project responsibilities.
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EXHIBIT 2
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4. Sufficiency of Consultant's Work. All reports prepared for Cities shall b~ adequate
and sufficient to meet the purposes for which they are prepared.
5. Ownership of Work. All reports, work data, and all other documents completed
or partially completed by Consultant in the performance of this Agreement shall become the
property of Cities.
6. Terms. Time is of the essence. Consultant shall begin work upon execution of
this Agreement by Cities' representatives, and shall proceed with due diligence to complete the
project.
7. Compensation. For the services to be rendered hereunder, Cities shall pay
Consultant, not to exceed $3,000 for Task 1 as described in Exhibit A, "Scope of Work", plus
$800 plus travel costs for each meeting attended under Task 2 of Exhibit A Task 2 fees will be
reduced for multiple meetings attended in a single day as described in Exhibit A
Fees will not be revised without sufficient demonstration by Consultant that Cities have
requested Consultant to perform work not included in Exhibit A "Scope of Work".
If Consultant so demonstrates to the Cities' satisfaction that the scope of work has been altered,
Consultant and Cities will revise scope of work and fees in accordance with Section 8, "Changes".
a. Payment shall be made in accordance with Exhibit B, "Payment Schedule." Invoices
submitted to Cities for payment must contain a brief description of work performed. A
detailed account of all reimbursable expenses must be invoiced separately. Payment shall
be made within thirty (30) days of receipt of Consultant's invoice.
b. Upon completion of work and acceptance by Cities, Consultant shall have sixty (60)
days in which to submit final invoicing for payment. An extension may be granted by
Cities upon receiving a written request thirty (30) days in advance of said time limitation.
The Cities shall have no obligation or liability to pay any invoice for work performed
which the Consultant fails or neglects to submit within sixty days, or any extension thereof
granted by the Cities, after the work is accepted by the Cities.
8. Chane:es. Cities may request, from time to time, changes in the scope of services
to be provided by Consultant. Any changes and related fees shall be mutually agreed upon
between Cities and Consultant and shall be the subject of a written amendment to this Agreement
prior to proceeding.
9. Consultant's Status. In the performance of the obligations set forth in this
Agreement, Consultant shall have the status of an independent contractor and Consultant shall not
be considered to be.an employee-of the Cities for any purpose. All persons working for or under
the direction of Consultant are its agents, servants, and employees and are not agents, servants, or
employees of Cities.
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10. Termination of Convenience of Cities. The Cities may terminate this ~greement
at any time by mailing a notice in writing to Consultant that the Agreement is terminated. Said
Agreement shall then be deemed terminated, and no further work shall be performed by
Consultant. If the Agreement is so terminated, the Consultant shall be paid for that percentage of
the work actually completed, based on a pro rata portion of the total fixed sum compensation
described in Section 7 herein at the time the notice of termination is received.
11. Non-Assignability. The Consultant shall not assign, sublet, or transfer this
Agreement or any interest or obligation therein without the prior written consent of the Cities,
and then only upon such terms and conditions as Cities may set forth in writing.
12. Indemnifv and Hold Harmless. Consultant shall defend, indemnify, and hold
harmless, the Cities and their officers and employees from and against all claims, losses, damage,
injury, and liability for damages arising from errors, omissions, negligent or wrongful acts of the
Consultant in the performance of its services under this Agreement, regardless of whether the
Cities have reviewed and/or approved the work or services which has given rise to the claim, loss,
damage, injury or liability for damages. This indemnification shall extend for a reasonable period
of time after completion of the project as well as during the period of actual performance of
services under this Agreement. The Cities' acceptance of the insurance certificates required under
this Agreement does not relieve the Consultant from its obligation under this paragraph.
13. Insurance. During the term of this Agreement, Consultant shall maintain in full force
and effect at its own cost and expense the following insurance coverage:
a. General Liability and Bodilv Iniury Insurance
A comprehensive, general liability insurance for at least $500,000
combined limit for bodily injury and property damage and provide that the
Cities, their officers, employees and agents are named additional insureds
under the policy. The policy shall state in writing either on the Certificate
of Insurance or attached rider thereof that this insurance will operate as
primary insurance for work performed by Consultant and its
subconsultants, and that no other insurance effected by Cities or other
named insured will be called on to cover a loss covered thereunder.
b. Worker's Compensation Insurance
Worker's Compensation Insurance for all of Consultant's employees, all in
strict compliance with State laws, and to protect the Cities from any and all
claims thereunder.
e. Certificate of Insurance
Consultant shall complete and file with each of the Cities prior to the Cities' execution
of this Agreement, and prior to engaging in any operation or activity set forth in this Agreement,
certificates of insurance evidencing the insurance coverage(s) set forth above and which shall
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provide in writing that no cancellation, major change in coverage, or expiration by the insurance
company will be made during the term of this Agreement without thirty (30) days written notice
to the Cities prior to the effective date of such cancellation or change in coverage.
14. Notices. All notices herein required shall be in writing and shall be sent by
certified or registered mail, postage prepaid, addressed as follows:
TO CITIES:
City Manager
City of Pleasanton
123 Main Street
P.O. Box 520
Pleasanton, CA 94566
City Manager
City of Livermore
1052 S. Livermore Ave.
Livermore, CA 94550
City Manager
City of Dublin
P.O. Box 2340
Dublin, CA 94568
City Manager
City of San Ramon
P.O. Box 5148
San Ramon, CA 94583
TO CONSULTANT:
Telecommunications Management Corp.
5757 Wilshire Blvd. Suite 635
Los Angeles, CA 90036
15. Conformance to Applicable Laws. Consultant shall comply with all applicable
Federal, State, and Municipal laws, rules, and ordinances. No discrimination shall be made by
Consultant in the employment of persons to work under this contract because of race, color,
national origin, ancestry, sex or religion of such person.
16. Waiver. In the event that either Cities or Consultant shall at any time or times waive
any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other
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or succeeding breach of this Agreement, whether of the same or of any other covenant, condition
or obligation.
17. Attornev's Fees. The prevailing party in any action brought to enforce or construe
the terms of this Agreement may recover from the other party its reasonable costs and attorney's
fees expended in connection with such an action.
18. Scone of A2reement. This writing constitutes the entire Agreement between the
parties relative to the cable television rate review project and modification hereof shall not be
effective unless and until such modification is evidenced by a written amendment signed by both
parties to this Agreement.
THIS AGREEMENT executed the date and year first above written.
CITY OF PLEASANTON
'J::0~0.1~~
Deborah Acosta, City Manager
CITY OF DUBLIN
Richard Ambrose, City Manager
CITY OF SAN RAMON
Herb Moniz, City Manager
CONSULTANT
CONTY
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e EXHIBIT A e
CITIES OF PLEASANTON, LIVERMORE, SAN RA1\10N, DUBLIN CABLE
TELEVISION RATE REVIEW
CONSULTANT SCOPE OF WORK
A. GENERAL
Telecommunications Management corp. (TMC) shall
provide consultant assistance to the cities of Dublin,
Livermore, San Ramon and Pleasanton (the Cities) as
necessary for the cities to implement the regulation of the
basic cable television rates of Viacom Cable (Viacom). The
tasks to be provided include:
B. TASKS
'l'ask 1
Evaluation of Rates
The Consultant shall" review the benchmark rate
documentation submitted by Viacom for the cities.
This review shall include:
A detailed analysis of the FCC Form 393
submitted for compliance with Federal
regulations and conformance with industry
practices.
A comparison of the calculated benchmarks
(for both the basic and cable programming
service tiers as well as related equipment)
with the rates currently in effect.
Preparation of draft requests for
clarification of incomplete or unclear items.
Preparation of draft letters for "tolling"
the additional 90 day review period permitted
by the regulations.
The end-item of the final review shall be a
written report summarizing the findings and
providing recommendations for action.
Task 2 Presentation of Findings
The Consultant shall prepare and present the Task
1 report to the cities collectively and
individually a~ well as respond to questions and
provide recommendations for future actions.
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c. PERSONNEL
Mr. carl pilnick, President of Telecommunications
Management corp., and Mr. Michael J. Friedman, TMC Vice
President, will perform all tasks. No subconsultants or
subcontractors will be utilized.
D. ASSUMPTIONS
This proposal is based on the assumptions listed below.
If these assumptions are "incorrect, the Consultant would be
pleased to modify its proposal to best suit the needs of the
cities.
Assumption 1
The cable operator submits a single Form 393 for
the group. If different groupings of cities are
utilized by the cable operator, the consultant
will evaluate the cable operator used groupings,
with each group counted as a separate evaluation.
Assumption 2
Invoices for services will be submitted to one
designated city for payment. Other invoicing
alternatives may be acceptable, including common
billing for common services, and individual
billing for individual services.
D. SCHEDULE
The following schedule is proposed:
Task 1
All services will be performed in conformance with the
schedules established by the FCC's regulations. Upon
submission of an FCC Form 393 from the cable operator,
the Consultant will complete its initial review within
thirty (30) days of receipt.
Based on experience with other communities, the
Consultant will complete an initial review of the
materials for each group within 10 working days. This"
initial review will determine whether the cable
operator has substantially complied with the
requirements of , the Federal regulations. If the Form
has significant errors, the Consultant will provide a
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draft letter to the operator with notice indicating the
errors, as well as notification that the Form does not
satisfy existing regulations and is unacceptable. If
only minor errors are found, the Consultant will either
correct them, or provide a draft notice to the cable
operator requesting clarification. In either case, the
Consultant will include in the draft letter a notice to
the cable operator that the franchising authority plans
to utilize the additional 90 days permitted for review
of the submitted materials and requested
clarifications.
Task 2
At the convenience of the Cities.
E. COSTS
The total fee and invoice schedule for all Tasks, shall
be as follows:
Task 1
$3,000 per group receiving a common Form 393.
Task 2
$800 plus travel costs for the joint meeting, and
$800 plus travel costs for each individual
meeting. "The Consultant will reduce this amount
if multiple meetings can be held for different
communities on the same day (i.e., sequentially)
For example, if one member from the Consultant can
reasonably attend two public meetings in one day,
the cost for attendance will be $1,200 total for
both communities plus travel costs. This savings
reflects reduced travel time.
As noted above, travel costs are in addition to
all other Consultant fees.
For services beyond the stated scope of work, TMC shall
provide the services, at the County and Cities' option,
at an additional fixed-price (or not to exceed cost) or
at an hourly rate of $150 for Mr. Pilnick and $100 for
Mr. Friedman. Items considered beyond the stated scope
of work include, but are not limited to, services not
directly involved in the review of the pertinent FCC
Forms or TMC's presentation of the results of the
review. TMC shall obtain prior authorization before
performing services beyond the stated scope.
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EXHIBIT B
CITIES OF PLEASANT ON, LIVERMORE, SAN RAMON, DUBLIN
CABLE TELEVISION RATE REVIEW
PAYMENT SCHEDULE
Task 1
Upon completion of Task 1 $3,000
Consultant will invoice the City of Pleasant on for the full $3,000. Pleasanton
will invoice San Ramon, Dublin, and Livennore.
Task 2
Cities will be invoiced separately for any Task 2 fees. As described in Exhibit A,
"Scope of Work," fees will be reduced for multiple meetings in one day.
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