2002-120AN 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 f~anchise 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.
SECTION5: 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:
become effective immediately upon its passage and.a, pproval.
PASSED AND APPROVED this the ~/~ -- day of ~pff~ ~
That except as otherwise provided in Section 5 above, this Ordinance shall
,2002.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
HERBERT L. PROUTY, CITY ATTORNEY
Page 2
C:"denton\C2 Contract Compliance. doc
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
STATE OF TEXAS
COUNTY OF DENTON §
THIS AGREEMENT is made and entered into as of the 16th 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 Co~sulfing Services, Inc. with its office at 7801 Pencross Lane, Dallas, Texas, hereinafter
called "CONSULTANT," acting herein, by and through their duly authorized representatives.
WlTNESSETH, 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 comlection with the Project
as stated in the sections to follow, with diligence and in accordance with the highest professional
standards customaxily 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 pray/ding assistance to
the City in assessing Charter Communications' compliance with the City's franchise agreement
_ap_d_ the comm_uni_ty_n~ee__d? _an_d interns_ts. _o_f.~e cjtiz_e~_w~.'.~ res_pec_t _to. future cable se_feces. _ .
ARTICLE 2
SCOPE OF SERVICES
The CONSULTANT shall perform the following services in a professional manner:
All those services set forth in CONSULTANT's Exhibit "A" which is attached hereto
and incorporated herein.
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 wilt control over the terms
and conditions of the attached exhibit.
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
requ/red 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 bas designee.
ARTICLE 4
COMPENSATION
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 $34~000, plus out-of-pocket
e~penses 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 undemke any work pursuant to this Agreement which would require additional
payments by the CITY for any charge, expense, or reimbursement 7ar~th~uf fir~g
obtained written authorization from the CITY.
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 "A", 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.
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 (60th) 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 mounts
due for services, expenses, and charges, provided, however, nothing herein shall require
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 TI~F~ 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 ofail such documents. The documents prepared
and furnished 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 th/s
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, simultaneonsly 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
Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days' advance written notice to the other party.
.... -Bi - - Thi~ X~e~nt ma~ b~Xe-nnff~tEcFfri w~o~ or m p-arX-fff th~Tevent-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 thc 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.
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 thJtty (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
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 responsibihty by the CITY for any defect in the
design or other work prepared by the CONSULTANT, its employees, subconlractors, 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:
To CITY:
Constance Cannady
C2 Consulting Services, Inc.
7801 Pencmss Lane
Dallas, Texas
Herbert L. Pmuty
City Attomey
City of Denton
215 E. McKinney
Denton, Texas 76201
....... AIl-n~fi6e~ s~fall]5~ de-emid-eT~c~ive up6fi-fe~eipl by-th~atty to whom such ~otiu~ 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 ail prior or
contemporaneous offers, promises, representations, negotiations, discussions, communications,
and agreements which may have been made in connection with the subject matter hereof.
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, roles,
regulations, and ordinances applicable to the work covered hereunder as they may now read or
hereinafter be mended.
ARTICLE 17
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, rehgion, sex, national origin or ancestry, age, or
physical handicap.
ARTICLE 18
PERSONNEL
The CONSULTANT represents that it has or Mil 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 contrafftual relations ~vl--t~~-IZONISUL'IANT-sha~[
inform the CITY of any conflict of interest or potential conflict of interest that may arise
during the term of this Agreement.
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 assi~ment, novation, or otherwise) without
the prior written consent of the CITY.
ARTICLE 20
MODH~ICATION
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 thc provisions of this section will not
be waived unless as set forth herein.
ARTICLE 21
MISCELLANEOUS
The following exhibits are attached to and made a part of this Agreement:
1. Exhibit A: Project Activities
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.
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
...... h~r~under ~hal~ b~ Co~[a~&-TC ~affna~d~-and~u~bE6ntr~Ctors fd~ifie~fn~E-~b~t-/~ -
However, nothing herein shall limit CONSULTANT from using other qualified and
competent members of its fn'm to perform the services required herein.
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 arc appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the CITY.
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.
The captions of this Agreemem 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
HEK ~ERT L. PROUTY, CITY ATTORNEY
C2 CONSULTING SERVICES, INC.
CONSTANCE T. CANNADY X
WITNESS:
BY:
Exhibit'* A
SECTION L ~ROJ~C~ OILIECTIVES
Based on our discussions, C2 u~erstnnds that the current l~anchlse a~reement between ~e CRy
of Denton (lhe "City") and Charter Communications (~Charte~ or the "Company") was
origimflly adopted in 19gg based on an agreemunt between Sammons Communications and the
City for an apparent fifteen (15) year a~nant. Ia 1995, the franchise wsz transferal to
Mawns Cable Associatea and later transfzaTOd in 1999 to Charter. Pursuant to §626 of the Cable
Act, Charter has requested renewal of/t fi'anch/se with the C ity. l
Pursuant to tho Cable Act, one of the major objectives of the project will be to aso~taln the ~,,Ctent
to which Charter has onmpllad with the provisions of the ~anchise during its thre~ years of
operations as well as the compIiance of the previous owners of the system. Such evaluation will
necessarily include the assessment of compliance with certain ped'c~nance areas &at include, but
are not limited to, system upgrades, customer service, and access programming.
Tho second major obj~ive will be to.determine the ~tute cable needs of the City and. its
community and develop frsechise provisions that will ensure thai such s~wic~s will be provided.
Dan to the time fi~e in which the current agreement was entered into, the provisions are
probably not as specffic as p~mitted by federal law, do not address aa'rain rights that have inured
to the City under the Cable Ant, ami do not address the technological changes that have occurred
in providing a enrico/of cable services. Some of these issues were addressed in the transfer to
Charter, but it is critical that any rm~wal franchise agrecm~t clearly identify, to the fullest entmt
allowed by the Cable Ant, the ~bla mlavision se~vleus that am e0tpeoted to bo provided by
Charter and any remedies av~ablo to ench party. In addit/on, the franchlsa agreemmt should
provide for minimal interpmation during mforcement by 11~ City of its rights under tho franchise
Based on the above project objectives, we propose to assist the City in developing and negotiating
a franchise agreemunt that will address the City's cable television needs and ~sum that tho City
has ad~quaie recen~e r~arding cable operator cemplisec~ throughout the term of the agroemmt.
Given the specific requirements that are to bo m~ under the Cable Ac~ during a renewal pro, ess,
as well as u~ astivifi~s ~ have been identified by tho City to be inoladud in the eaSagemont,
tim project uctivities have been d/vided into thr~e pmjeat tusks.~
* Tusk 1: Peffonmmce Bvaluntlon and Suhacffoer Satisfaction (non-techniusl)
· Task 2: Teolmical Evaluation of the System
........... 4, T~k-~3~-: Lira he d~'e_ ~,~z~_ .'~. afl owln~4e.~c h;.r~2,~ ~ ~ ~ fi,~ ~s ................
?leas~ note that we assume we will work with the City Attorney for necessary legal advice
relative to thc 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)
~ 47 U,S.¢, § 521 ~ as amended.
2 Based on discussions with th= City concerning the proposal dated F~, 2001, ~h nc~ have
been d~eted from this ~posal.
A detailed description of th~ proposed project activities within each task is provided in tho next
section. We understand that tho City may wish to alter lile project scope to inolude additional
activities that w~re outlined in our February, 2001 proposal..The Project Cost included/n this
proposal only relates to the three tasks identified above. However, (;2 will work with th~_City to
id~if-y additional activiti~ as de~ire(i and provido additional ~ost e~timates for suoh aotiviti~s.
SECTION IL PROJECT ACTIVrr~
The following pages provide a detailed description of the specific activities that will be performed
under each of the tasks identified in Section L
TASK 1: PERFORMANCE EVALUATION AND SUBSCRIBER
SATISFACTION (NON-TECHNICAL)
As a specific requirement of the Cable Act, the franchising authority is to dete~nino tho extent to
which tho cable operator requesting renewal has complied with tho terms ami conditions of the
existing frauchisc agreement Generally, the assessment cfa cable operator's p~e under
an eglstin8 fi'unchien entails a determination of corap!;~oo-e under the following major topical
Cable Television Services
Upgrade Requiremems
Access Channels and Capital Support
· Cable Plant Extensions
· Customer Service
· FnmehiseFees
· Reporting Requiresaents
· Insurance and Indenmification Requirements
Subtask 1: Evalmafloa ef 8ervless
~ assessment will include a review of (1) various cable televisioa services that have been
provided daring the franchise period; (2) custome~ se~wice standards that have bean in pla~ and
any' chaagea the~to; and (3) ennsamer complaints that have been lodged ~ Charter and/or the
City in order to ascertain comptinnce~ as well as overall customer saf~f~cfion. The following
revi~,~ will be conducted:'
· Examlno and document the changes in sesvicea that have been offered during the
franchisa period.
· Examine all available comphint logs maia~ained by ~e City and by Charm'.
· Request m,,d review information from Charter spec'fflc to standards, procedures for
handling enstomer complaints and service, and '~racking" of customer complaints.
Sabtnsk 2: R~vim¥ Franchise and lrCC Complfaaen Related 1o Customer Service
Franchising authorities have the fight to enforce customer sesvice standards which arc in the
~anchiso as woll as those promulgated by the FCC, upon adoption by thc franchising authorities.
Many commun/tJes have had success in negotiating speeifu: enforceable standards ia concur with
cable companies, who have a sirong economic interest in maimaining both a positive image and
responsible practice in the customer service area.
The issue of custom~ service is usually an ov~widins concern in most cablg systems given thc
changes that have taken place with r~ard to tedmology, diversification of cable operations and
FCC mguhtiom promulgated under the Cable Act. Therefore, we w/Il revi~v the p~-/'ormenCe
by Chartvr, a~d ~ on the results, provide the City with recommended actions to ~an~ and
· enforce customer service standards of praoHoe that ere acceptable to the subscriber coufiuuulty.
We undemstand that the City provided for enhanced customer service standards during the transfer
of the ~auohise to Charter. However, additional issues have come to the fore, fi~nt subsequ~t to
that time that should bOconsidered when establishing future customer service standards.
Based on direction from the City as tn the areas of concern, the major areas of r~vicw with mprd
to customer sereice will include, but act be limited to:
· Off/ce Hours
· Telephone Op~atioua and Answer tima
· Service Calls
Installations
· Repairs
· Appoiatngat Windows
· Credits/Free/nstallstlom
· Outages
· ResponseTime
· Crcdits/Rethads
· Billings/Rc~ds/lateFees
· Availability of Sawicu
· Other Commuaicatiom
· Tmic/ngofReprese~tafives
Subtask 3: Fmncbi~ Fee Review
Our proposed approach to a franchise fee payment review will iuchde, but not be Hmited to, the
following activities cove/ag the payments made mvithin the last tiro years:
Identify the exact basis for th~ em'rent franchis~ ~ payment
Prepare a detailed RFI to develop an tmderatanding of:. Sebson~oer billing and ~oll~ticn syat~a
A~..~a~/ag Fr~.edarc~ app!ied_to~_,lw,~'~ nr~l .nn_-malx~ciber revenue
Accounting policies related to bad debt
Allocations proocduree for allocutlng mveeue among jurisdictions
Revenue sources that are cummtty e~cluded from the computation and the
operator's mtiormie for such exclusion
* Report/ag ofaffiliatedtransa~ons
* Reporting of regional or national advertising
* Report/ag of intemet access revenue
· Obtain and evaluate the revenue r~ports submitted by Charter to the City la terms of
accuracy as w~ll am the t~pe of/a. forma~on that is presented
o P-,~conoi{e Charter's reptnted revenue to the ~'enchi~e fee payments received by the
* Clarify with r~pr~ntatives from Gha~r any issues arising from r~viaw of the
f~a~,hisc fac paymeais
· Conduot a sample review of Char~er's ledges, jounmls, and workpap~s to.~test the
accuracy of oalculations made by th~ operator
· If necessary, mect with represen~tives of Chart. s independent auditor to
unde~cand procedures p~-fo~n~l to audit gross revenues at the system l~vel
~ubtask 4: Reportiag Req uiremen~s Evaluation
In our opinion, a significant issue with resl~ct to tho effective adm/nistration ora cabl~ television
franchise is the adequacy of financial and operational reporting. This should e~il more titan
mecely a copy of the ammaI audit of fl~e sys~mn, but a var/~ of d~aiied informafign regarding
the change~ in ownership, change~ M accounting procedures that ~ay have impacts on ra~s,
exponditures regarding coristmcgon of faoilitiss, and/or changes i~ tho overall financial position
of the parent orgsni~tiotc
Therefore, dung this task, we w~l perform a ~view of the typ~s of reports Chat cummtly are
being submitted to the City aad data.nine:
· Complim~e with the ~snchise agremnm~t
· Compliance with FCC requir~m~mts
· Additiouat data requireman~ and fr~qum~y of reporting
~u~ repotting £o/a~s for future franchise p~ried~
It is also our understanding that the City has an application process for reaewal of a cable
franchise. Ca-rain application rcquircagats may n~i ~o be considered fc~ future reporting
r~qu~m~s throughout tho franchise term.
Subtask 5: Additional CompBanee Anal~e~
Additional prevlsiom within the franohise agre~aent will be r~vieva~d and Chati~r's p~ribrmance
evaluated depanding in part an thc following:
· Identification by City representatives of specific problem areas
Identification of problm~ m'~s based on the customcr satisigtlon ~urvey
· Significant provisions requiring specific actions by the operator
Subtask 6: Performance Evaluation Report
Based on the results of the analyses conducted during Task 1, we will begin pmparatinn of a
written report regarding the performance of Charter and identify the e0ctent to which the opemk~r
has [~an in complianoo with the cun',a,t ,'%ne~hise agreement, and rdovam FCC reguhfion~.
Upon completion of Task 2, the r~sults w~l be added to this r~port to provide the City with an
overall assessment of the current op~ratinns and provide r~ommandatio~s for improved
performance and services daring a future franchise pcrind.
TASK 2: TECHNICAL EVALUATION
Another key component of determining cable ~vioe~ renewal requirements ineind~s a technical
review of thc system to ascertain: ~
* Complianeo with time system requiremems of the ourmut ~mchise a~reemeut.
· Complianca with FCC technical standerde. .
· Charter's pl.n. to ex-tend the onrreut capabilities of the system ~ a ~mm fi'a~.hise
Feasibility of additional service off~ngs which may uot bo Lu~lud~d [u Chair's c~,=,t
plans.
Th~efore, we pmpese to conduot tho following mut[viti0s iu order to provide a detailed ~ud
thorough evaluation of thc potential teclmical rcquiremen~z that should be considered within a
l~auchise muewal. C2 proposes to subcontract with Mu~Com to ceuduut the t~hnical
evaluation.
Subtusk 1: Information Gathering
Based on pmlimina~ diseuasinus with City ruv,,~entativea concerning current tmhnical offerings
(e.g. access channels, et~.) wu will prepare an initial R~uest for Information (~1") to be
submitted to Charter to obtain the following:
· DCmil~d dmcription ofauy ahaages in tha system arch~
· Deadled description of the coustruotion aotivlties oonducted daringthe last four years
· D~tailed description ofp~umed construction
· C_~--*leapaclty
· Deseri~fiou of aR services currently provided, am{ those ataicipatad
· D~scriptinn ofthe type of and age of equipmeut
· Techaiusl performance racords (in¢indlng outage logs, trouble cai{ reports, response
tim~)
· D~s,ali,ilon of standby capabilltim
· D~s.¥;ption ofea~rgeacy alert capabilities
· D~scriplion of slates monitoring ~uipment
· Description of PEG access provided with regard to technical support and usage dat~
along with planned acfivitles/equ:F,iieat usage for the future
....... -- D~c.-.'pdu= ~ _se~v..ices-~-_,',',~n!y .,,~vitled to_th~Ci~,_~ faoilities and
educatioual institutio~
· DescriptiOn or, planned activities/equil)meat usage for IlqET op~ratious
Upon r~eipt of the re4uastcd informatiou from Charter, we will conduot a detailed revi~v of all
du~'um~ntation provided and develop additional RFIs, as necessary. Such rovi6w will focus on
the extent to which the cannot system op~ations:
Comply with the requirements within the Franchise and any additional optious
exercised by the City during the franchise period
Meet current technical pca'formance standards promulgated by the FCC (or other
related standards or building codes)
· M¢~ service avaiiabilliy requirements with n~gard to system status monitoring and
standby capsbfliges
· Me~t commu~-ly needs with rmpeot to ~xtansiun to areas r~lUeS~ing service
Have appropriate maintenance and repair procedures to ensure ~oieat op!~rations
and continued service
Snbtask 2: On-Site Imp~ioa
Ia order to fully asses the cun'ent capabilities of tho syste~a and update its overall cmnpliance
with techaioal standards and quality control, we propose to perform an on-site inspection of lite
system. We will communicate with the appropriate Charter representatives and strt~turo a
detailed inspection of the:
· Headund facilities
· PEG access facilities
Distribution plant
· Emergenoy alert
· Testing cquipmm~t
In addition, we will conduct signal testing at various locations on the ~ystem (at ot~ selection) to
determine nudio and video quality. ~ tests, along with tho operator's doctunenlation
regarding various FCC required testing will provide the necessary inf~n to assess
condition of the systcl~t and its capabilities.
TASK 3: LIMrI'~'.DPARTICIPATION IN FRAN* :~,~E NEGOTIATIONS
Snbtask 1: Franchise Ne~otiaguns
To the e~unt that ~ho City and Cha~ar are willing m negoti~e the terms and cunditiom of a
futu~ fi~m~ise p~riod, we propose to assist the City duri~ ~uch ne~o~go~ un an "~ noed~
basis." We have included a mk cost for ne~otiatiuns that includes tw~ty-foar hours of
~iomll time. Additional lime requirements will bo billed at the hourly billing rates ns
identified in Sootion 1]I.
4
SECTION IlL FROJECT COSTS
Based on the lasks identified in Section H, our professional fees ar~ estlroated not~tc~exce~d
$33,800, plus out-of-pocket expenses? The estimated project cost breakdown is provided by
Subta~k as follows:
Task I:
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 ~ I-N~ review)
Task 3: $3,600n
To~al
We point out that thes0 are estimated costs arc based on thc level of effort identified in our project
approach. We und~staed that ~o City may wish to modify the scope of each astivity discussed,
and baslnl on such modific~ion, we will adjust our ~ es6mate aoeo~dingly.
As th~ l~ad firm. C2 will bill tho City on a monthly basis based on a~mal hours worked, plus out-
of-pocket expenses using the following billing rates:
In tho event that tho aclual hours spent in oouduoling tho e~ume~ated activities am less that those
estimatzd in tho developmem of the not-to-ex, ced proposed co~, d~ City will be billed only for
tho actual ho~s worked. However, if the actual hours worked exceed tho estim~tc~ the City only
will be billed up lo tho not-to-exceed cost, pins out-of-pocket expenses.
Out of poCkO~ expenses are estimal~d not to e~e~d 12.5% of the pro~sion~ ~ and ~mm~y ~cl~e
~vel ~d l~g~g f~ M~om
~e ~o~s~aI ~ ~d~ Ta~ 3 ~H d~d ~ I~ p~ ~ ~e a~vifi~ ~ m~ ~ c~u~ ~ ~o
Ciw's a~ ~ ~tsi~ c~. ~e ~am not~ hclu~ ~fo~ h~ of~o~i~al