Loading...
HomeMy WebLinkAbout2002-120s:wu. m umdmwmmmmmwa�ren SERV- Aoc ORDINANCE NO. 0 ca — /C�l AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH C2 CONSULTING SERVICES FOR LEGAL SERVICES FOR THE AMENDMENT OR EXTENSION OF THE CHARTER CABLE FRANCHISE AGREEMENT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council deems it in the public interest to engage the firm of C2 Consulting Services to provide technical services in determining compliance with the Cable Television Franchise Agreement for the amendment or extension of the Charter Cable Franchise; and WHEREAS, because of Federal Communications Commission ruling of March 14, 2002, and the announcement of withholding franchise fees, technical issues have arisen on the compliance of Charter with The City of Denton's Cable Television Franchise Ordinance; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act", generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; and WHEREAS, the City Council has provided in the City budget for the appropriation of funds to be used for the procurement of the foregoing professional technical services, as set forth in the Professional Services Agreement for Consulting Services; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the recitations set forth and contained in the foregoing preamble are expressly incorporated by reference into this Ordinance. SECTION 2: That the City Manager or his designated representative is hereby authorized to execute a Professional Services Agreement for Consulting Services with C2 Consulting Services for professional technical assistance and related services pertaining to compliance with the Cable Television Franchise Agreement and its renewal. SECTION 3. That the award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of C2 Consulting Services and the ability of C2 Consulting Services to perform the professional services needed by the City for a fair and reasonable price. SECTION 4: That the expenditure of funds as provided in the attached Agreement for Professional Legal Services is hereby authorized. s:wo. m um=.wwo=.,wxwx TERmSERV- .aoc SECTION 5: That the above and foregoing Professional Services Agreement for Consulting is hereby ratified, confirmed, and retroactively approved, and shall be effective from and after December 1, 2001 SECTION 6: That except as otherwise provided in Section 5 above, this Ordinance shall become effective immediately upon its passage and approval. Z PASSED AND APPROVED this the r V day of 9r6t 2002. MA.WER", 0 EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY Page 2 C:Ml ton= Contmct ComplimceAm PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES STATE OF TEXAS COUNTY OF DENTON THIS AGREEMENT is made and entered into as of the 16`h day of April, 2002, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "CITY" and C2 Consulting Services, Inc. with its office at 7801 Pencross Lane, Dallas, Texas, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE 1 EMPLOYMENT OF CONSULTANT The CITY hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, the CONSULTANT providing assistance to the City in assessing Charter Communications' compliance with the City's franchise agreement and the community needs and interests of the citizens with respect to future cable services. ARTICLE 2 SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. All those services set forth in CONSULTANT's Exhibit "A" which is attached hereto and incorporated herein. B. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibit. c:w�=CDMP� ARTICLE 3 PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the CITY and the CONSULTANT, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the CITY. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the CONSULTANT and the CITY, acting through its City Manager or his designee. ARTICLE 4 COMPENSATION A. COMPENSATION, BILLING AND PAYMENT: The parties have conducted negotiations and as a result of these negotiations agree that, based on the project activities enumerated in Exhibit "A", a project cost not -to -exceed 3$ 4,000, plus out-of-pocket expenses is a just and reasonable fee for the performance of such services. CONSULTANT agrees to bill and City agrees to pay based on monthly invoices that include actual hours worked during the time period noted, a description of the services provided and details related to any out-of-pocket expenses. The CITY shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement, and CONSULTANT shall not be required to continue performing services hereunder if CITY is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized _to undertake any work pursuant to this Agreement which would require additional payments by the CITY for any charge, expense, or reimbursement withoutfrs�g obtained written authorization from the CITY. B. .ADDITIONAL SERVICES: For additional services authorized in writing by the CITY the CONSULTANT shall be paid based on the Schedule of Charges as reflected in Exhibit'W', Section III, Project Costs. Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with subsection C hereof. Statements shall not be submitted more frequently than monthly. C. PAYMENT: If the CITY fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from the said sixtieth (601s) day, and, in addition, the CONSULTANT may, after giving seven (7) days' written notice to the CITY, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require c:�ron�: cmmwcompti.na.ma the CITY to pay the late charge of one percent (1%) set forth herein if the CITY reasonably determines that the work for which the CONSUTANT has requested payment was not submitted in compliance with the terms of this Agreement. ARTICLE 5 OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the CITY any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE 6 OWNERSHIP OF DOCUMENTS All final documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the CITY upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and fiunished by the CONSULTANT are intended only to be applicable to this Project, and CITY's use of these documents in other projects shall be at CITY's sole risk and expense. In the event the CITY uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE 7 INDEPENDENT CONTRACTOR CONSULTANT shall provide services to CITY as an independent contractor, not as an employee of the CITY. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE 8 INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the CITY and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim cause of action, or litigation filed by anyone not a party to this C:YfmbNC2 CmNeR Camp4enxdw Agreement, including the defense of governmental immunity, contributory negligence, or comparative negligence, which defenses are hereby expressly reserved. ARTICLE 9 INSURANCE CONSULTANT shall maintain and shall be caused to be in force at all times during the term of this Agreement, a legally binding policy of professional liability insurance where such coverage shall cover any claim hereunder occasioned by the CONSULTANT's negligent professional act and/or error or omission in the performance of services set forth in Exhibit A, in an amount not less than $500,000.00 combined single limit coverage per occurrence. In the event of changes to or cancellation of the policy by the insurer, CONSULTANT hereby covenants to immediately advise the CITY thereof; and in such event, CONSULTANT shall, prior to the effective date of change or cancellation, provide a substitute policy furnishing the same coverage to the CITY. Consultant shall provide a copy of such policy and the declarations page of the existing policy to the CITY through its City Attorney, simultaneously with the execution of this Agreement. ARTICLE 10 ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. ARTICLE 11 TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. B. This Agreement may -be terminat&Fin wTr611e of -in - paw mt1 e . eves of either party- - substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the CITY within thirty (30) days after the date of termination. The CITY shall pay CONSULTANT for all services properly rendered and performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article 5 "Compensation." Should the CITY subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents C:Wmbn Cw.Ew[Cm411mtt prepared or furnished by CONSULTANT pursuant to this Agreement to the CITY on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE 12 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the CITY shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the CITY for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE 13 NOTICES All notices and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days after mailing: To CONSULTANT: Constance Cannady C2 Consulting Services, Inc. 7801 Pencross Lane Dallas, Texas To CITY: Herbert L. Prouty City Attorney City of Denton 215 E. McKinney Denton, Texas 76201 All notices sTiaIllie deemed -effective uponreceiptby the party t6 wham -such notice is- - - given, or within three (3) days after mailing. ARTICLE 14 ENTIRE AGREEMENT This Agreement, consisting of eight (8) pages and one (1) exhibit, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior or contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. C:Wmb M CmiheR CD.P�.L ARTICLE 15 SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE 16 COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE 17 DISCRINHNATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 18 PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required to be performed by CONSULTANT under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations wTtfi tTiee—CITY--CONSULTANT—shalt inform the CITY of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder to be performed by CONSULTANT will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE 19 ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY. C WmOmYR CanEaRCmmp4uia.tlao ARTICLE 20 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE 21 MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: 1. Exhibit A: Project Activities B. CONSULTANT agrees that CITY consistent with the attorney client relationship shall, until the expiration of three (3) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the CONSULTANT involving transactions relating to the work performed by CONSULTANT or supplied to CONSULTANT under this Agreement. CONSULTANT agrees that CITY shall have access during normal working hours to all such records at CONSULTANT place of business provided that the CITY shall first give CONSULTANT reasonable advance notice of intended audits. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Constance T. Canna-cy anA su-bcontractors i e'd ntifie-d-in-Effi'bit ,k However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the CITY. F. The CITY shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. C:NmtmOL]` .. Contl�et Cmp4mcetlw G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized PURCHASING AGENT, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this the 16th day of April, 2002, CITY OF DENTON, TEXAS TOM D. SHAW, C.P.M. ATTEST: JENNIFER WALTERS, CITY SECRETARY TO LEGAL FORM: L. PROUTY, CITY ATTORNEY BY: C2 CONSULTING SERVICES, INC. (3N4V�4-' em" CONSTANCE T. CANNADY WITNESS: 34 Exhibff A SECTION L PROJECT OBJECTIVES Based on our discussions, C2 understands that the current franchise agreement between the City of Denton (the "City) and Charter Communications ("Charter" or the "Company") was originally adopted in 1989 based on an agreement between Sammons Communications and the City for an apparent fifteen (15) year agreement. In 1995, the franchise was transferred to Marcus Cable Associates and later transferred in 1999 to Charter. Pursuant to §626 of the Cable Act, Charter has requested renewal of it franchise with the City.' Pursuant to the Cable Act, one of the major objectives of the project will be to ascertain the extent to which Charter has complied with the provisions of the franchise during its three years of operations as well as the compliance of the previous owners of the system. Such evaluation will necessarily include the assessment of compliance with certain performance areas that include, but are not limited to, system upgrades, customer service, and access programming. The second major objective will be to determine the future cable needs of the City and its community and develop franchise provisions that will ensure that such services will be provided. Due to the time frame in which the current agreement was entered into, the provisions are probably not as specific as permitted by federal law, do not address certain rights that have inured to the City under the Cable Act, and do not address the technological changes that have occurred in providing a variety of cable services. Some of time issues were addressed in the transfer to Charter, but it is critical that any renewal franchise agreement clearly identify, to the fullest extant allowed by the Cable Act, the cable television services that are expected to be provided by Charter and any remedies available to each party. In addition, the franchise agreement should provide for minimal interpretation during enforcement by the City of its rights under the franchise agreement Based on the above project objectives, we propose to assist the City in developing and negotiating a franchise agreement that will address the City's cable television needs and ensure that the City has adequate recourse regarding cable operator compliance throughout the term of the agreement. Given the specific requirements that are to be met under the Cable Act during a renewal process, as well as the activities that have been identified by the City to be included in the engagement, the project activities have been divided into three project tasks:r • Task 1: Performance Evaluation and Subscnbw Satisfaction (non -technical) • Task 2: Technical Evaluation of the System - - - - w--TaslF&- Limited 4rdeipation in-Panchise Negotiations- -. - - -- - - - Please note that we memo we will work with the City Attorney for necessary legal advice relative to the relationship of the developing franchise to the City charter, City codes and ordinances, and other City forms and policies. (It is our understanding that the City is also in the process of selecting legal expertise relative to this engagement) t 47 U.S.C. § 521 e1 M. as amended. '- Based on discussions with the City eoncerniug the proposal dated February, 2001, certain activities have been deleted liom this proposal. (.7 CanwiffiT Serve:ee. Ina Pmp=I-DMIOa Page l A detailed description of the proposed project activities within each task is provided in the next section. We understand that the City may wish to alter the project scope to include additional activities that were outlined in our February, 2001 proposal. The Project Cost included in this proposal only relates to the three tasks identified above. However, C2 wiill work with the City to identify additional activities as desired and provide additional cost estimates for such activities. C2 Cumuoingservinr.!ne Prop=1-Dvn Page 2 SECTION IL PROTECT ACTIVITIES The following pages provide a detailed description of the speck activities that will be performed under each of the tasks identified in Section 1. TASK 1: PERFORMANCE EVALUATION AND SUBSCRIBER SATISFACTION (NON-TECMUCAL) As a specific requirement of the Cable Act, the fanchising authority is to determine the extent to which the cable operator requesting renewal has complied with the terms and conditions of the existing franchise agreement. Generally, the assessment of a cable operator's performance under an existing franchise entails a determination of compliance under the following major topical areas: • Cable Television Services • Upgrade Requirements • Access Channels and Capital Support • Cable Plant Extensions • Customer Service • Fmnehise Fees • Reporting Requirements • Insurance and indemnification Requirements Subtask 1: Evaluation of Services This assessment will include a review of (1) various cable television services that have been provided during the fanchise period; (2) customer service standards that have been in place, and any changes thereto; and (3) consumer complaints that have been lodged with Charter and/or the City in order to ascertain compliance, as well as overall customer satisfaction. The following reviews will be conducted: • Examine and document the changes in services that have been offered during the franchise period • Examine all available complaint logs maintained by the City and by Charter. Request and review information from Charter specific to standards, procedures for handling customer complaints and servica, and "tracking" of customer complaints. Sabtask 2: Review Franchise and FCC Compliance Related to Customer Service Franchising authorities have the right to enforce customer service standards which are in the franchise as well as those promulgated by the FCC, upon adoption by the franchising authorities. Many communities have had success in negotiating specific enforceable standards in concert with cable companies, who have a strong economic interest in maintaining both a positive image and responsible practice in the customer service area. C2 Ca Mtkgger Wm hm. Pmpa /-Drente P•ge 3 The issue of customer service is usually an overriding concern in most cable systems given the changes that have taken place with regard to technology, diversification of cable operations and FCC regulations promulgated under the Cable Act. Thereforq we will review the performance by Charter, and based on the results, provide the City with recommended actions to enhance and enforce customer service standards of practice that are acceptable to the subscriber community. We understand that the City provided for enhanced customer service standards during the transfer of the franchise to Charter. However, additional issues have come to the forefront subsequent to that time that should be considered when establishing future customer service standards. Based on direction from the City as to the areas of concern, the major areas of review with regard to customer service will include, but ad be limited to: • Office Hours • Telephone Operations and Answer time • Service Calls • Installations • Repairs • Appointment Windows • CredtOffree Installations • Outages • Response Time • CreditsvRefunds • Billings/Refunda/i.ate Fees • Availability of Service • Other Communications • Training ofReprwartatives 3ubtask 3; Franchise Fee Review Our proposed approach to a franchise fee payment review will include, but not be limited to, the following activities covering the payments made within the last five years: • Identify the exact basis for the current franchise The payment • Prepare a derailed RFI to develop an understanding of: * Subscriber billing and collection system .- - - - - -- -- - - - - ----4—Aceourtfing-procedurtsapplied to subscrber-aruLn subscriber revenue * Accounting policies related to bad debt * Allocations procedures for allocating revenue among jurisdictions * Revenue sources that are currently excluded from the computation and the operator's rationale for such exclusion * Reporting of affiliated transactions • Reporting of regional or national advertising * Reporting of intemet access revenue • Obtain and evaluate the revenue reports submitted by Charter to the City in terms of accuracy as well as the type of information that is presented • Reconcile Charter's reported revenue to the ranchise fee payments received by the C1 Cw IftxgSrrvlms,I=. Propamd-Dentin Page 4 City Clarify with representatives from Charter any issues arising from review of the franchise fee payments Conduct a sample review of Charter's ledgers, Journals, and workpapers to test the accuracy of calculations made by the operator If necessary, meet with representatives of Charter's independent auditor to understand procedures performed to audit gross revenues at the system level Subtask4: Reporting Requirements Evaluation In our opinion, a significant issue with respect to the effective administration of a cable television franchise is the adequacy of financial and operational reporting. This should caned more than merely a copy of the amoral audit of the system, but a variety of detailed information regarding the changes in ownership, changes in accounting procedures that may have impacts on rates, expenditures regarding construction of facilities, and/or changes in the overall financial position ofthe parent organization. Therefore, during this task, we will perform a review of the types of reports that currently are being submitted to the City and determine: • Compliance with the franchise agreement • Compliance with FCC requirements • Additional data requirements and frequency of reporting • Suggested reporting formats for Apure Emncbise periods It is also our understanding that the City has an application process for renewal of a cable franchise. Certain application requirements may need to be considered for future reporting requirements thrargbout the franchise term. SubtsskS: Additional Compliance Analysts Additional provisions within the franchise agreement will be reviewed and Charter's per *mane evaluated depending in part an the following: • identification by City representatives of specific problem areas • Identification of problem areas based on the customer satisfaction survey Significant provisions requiring specific actions by the operator Subtask ii: Performance Evaluation Report Based on the results of the analyses conducted during Task 1, we will begin preparation of a written report regarding the performance of Chatter and identify the extent to which the operator has been in compliance with the current franchise agreement, and relevant FCC regulations. Upon completion of Task 2, the results will be added to this report to provide the City with an overall assessment of the current operations and provide recommendations for improved performance and services during a future franchise period. CI ComWIMSSenka Ire. Pmpvml-0e•Mn PWJ TASK 2: TECHNICAL EVALUATION Another key component of determining cable services renewal requirements includes a technical review of the system to asoertaia: • Compliance with the system requirements of the current franchise agreement • Compliance with FCC technical standards. • Charter's plans to extend the current capabilities of the system during a future framehise period. • Feasibility of additional service offerings which may not be included in Charter's current plans. Therefore, we propose to conduct the following activities in order to provide a detailed and thorough evaluation of the potential technical requirements that should be considered within a franchise renewal. C2 proposes to subcontract with MuniCom to conduct the technical evaluation. Subtask 1: Information Gathering Based on preliminary discussions with City representatives concerning current technical offerings (e g. access channels, etc.) we will prepare an initial Request for Information ("Mr) to be submitted to Charter to obtain the following: • Detailed description of any changes in the system architecture • Detailed description of the construction' activities conducted during the last four years • Detailed description of planned construction activities • Channel capacity • Description of all services currently provided, and those anticipated • Description ofthe type of and age of eg4men • Technical performance records (including outage logs, trouble call reports, response times) • Description of standby capabilities • Description of emergency alert capabilities • Description of status monitoring equipment • Description of PEG access provided with regard to technical support and usage date along with planned activities/equipment usage for the future - -- - - - - - - - - ----+ Desoriptio" mil services cu l provided -to- the- City, its facilities and the - - - - -- - educational institutions • Description of planned activities/equipment usage for INEf operations Upon receipt of the requested information from Charter, we will conduct a detailed review of all documentation provided and develop additional RFIs, as necessary. Such review will focus on the extent to which the current system operations: Comply with the requirements within the franchise and any additional options exercised by the City during the franchise period Meet current technical performance standards promulgated by the FCC (or other related standards or building codes) CJ Co fimg se"W" Ina PMp•m!-DIMM Pea, 6 • Meet service availability requirements with regard to system status monitoring and standby capabilities • Meet community needs with respect to extension to areas requesting service • have appropriate maintenance and repair procedures to ensure efficient operations and continued service Subtask 2: O"ite Inspecdon In order to fully assess the current capabilities of the system and update its overall compliance with technical standards and quality control, we propose to perform an on -site inspection of the system We will communicate with the approlniata Charter representatives and structure a detailed inspection of the: • Headend facilities • PEG access facilities • Distribution plant • Emergency alert • Tasting equipment In addition, we will conduct signal tasting at various locations on the system (at our selection) to determine audio and video quality. These tests, along with the operator's documentation regarding various FCC required testing will provide the necessary information to assess the condition of the system and its capabilities. TASK 3: LE IITED PARTICIPATION I N FRANCEISE NEGOTIATIONS Smbtask1: Franchise Negotiations To the extent that the City and Charter are willing to negotiate the terms and conditions of a future franchise period, we propose to assist the City during such negotiations on an "as needed basis." We have included a task cost for negotiations that includes twenty-four hours of professional lima Additional time requirements will be billed at the hourly billing rates as identified in Section M. C7 Caaealdv ger*M.. LM. P.VaWl-De•M" Page 7 SECTION EL PROJECT COSTS Based on the tasks identified in Section II, our professional fees are estimated not -to -exceed $33,800, plus out-of-pocket expenses.3 The estimated project cost breakdown is provided by Subtask as follows: Task 1: Subtask 1: $4,200 Subtask 2: $2,000 Subtask 3: $7,500 Subtask 4: $1,500 Subtask 5: $3,000 Subtask 6: $2,000 Task 2: $10,000 (includes initial i-Net review) Task3: IMW Total $33,800 We point out that time are estimated costs are based on the level of effort identified in our project approach. We understand that the City may wish to modify the scope of each activity discussed, and based on such modification, we will adjust our cost estimate accordingly. As the lead firm, C2 will bill the City on a monthly basis based on actual hours worked, phis out- of-pocket expenses using the following billing rates: • ConstanceCannady $150/hour • Stephen Jolin $120/hour • BrianNordlund $100/hour In the event that the actual hours spent in conducting the enumerated activities are less that those estimated in the development of the not -to -exceed proposed costs, the City will be billed only for the actual hours worked. However, if the actual hours worked exceed the estimate, the City only will he billed up to the not -to -exceed cost, plus out-of-pocket expenses. 3 Out of pocket expenses are estimated not to exceed 12.5% of the professional fires and primarily include travel and lodging for MuniCom participation. °'fie professional fees under Task 3 will depend in large part on the activities that maybe conducted by the City's attorney or outside counsel. The estimate noted includes twenty-four hours of professional time. C2 Conmhfa Strvire,, hK Propmal - D== Page 8