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HomeMy WebLinkAboutC-17789 / -7 AGREEMENT CITY OF ARCADIA AND COMMUNICATIONS SUPPORT GROUP THIS CONTRACT, is entered in to by and between the CITY OF ARCADIA, A Municipal Corporation, hereinafter referred to as "City ", and COMMUNICATIONS SUPPORT GROUP, hereinafter referred to as "Consultant ", WITNESSETH: WHEREAS, the City Council approved the retention of Communications Support Group to provide technical assistance for cable television related issues. WHEREAS, the attached proposal from Communications Support Group (Exhibit 1 and Exhibit 2) describes the cable television consulting services that will be provided to the City. NOW, THEREFORE, the parties hereto agree as follows: 1. CABLE TELEVISION T .CHNI AL ASSISTANCE. The Consultant will perform work in the following areas: a. Government Access Development (Exhibit 1) b. Franchise Renewal (Exhibit 1) C. Rate Regulation (Exhibit 2) 2. TERM. The services provided pursuant to this Contract shall be for a period beginning on March 15, 1994 and ending on July 5, 1997. . Waky, ENI FM A. The Consultant agrees to indemnify, hold harmless, release and defend the City it's officers, agents, and employees for any and all liability, loss, suits, claims, damages, costs, judgements and expenses (including attorney's fees and costs of litigation) which in whole or in part result from, or arise out of, or are claimed to result or to arise out of any activity on or use of City's premises or facilities or any performance under this Contract. B. Consultant shall be responsible for any damage or loss to City property caused by their activities on City property. 4. INSURANCE. Consultant shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Contract, including any extensions thereto. The policies shall state that they afford primary coverage. A. The Contractor shall maintain public liability and property damage insurance to protect said City during the entire period of performance in the amount of not less than one million dollars ($1,000,000) per occurrence. B.. Consultant shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. C. The certificate of insurance shall show the City of Arcadia as additional insured, and shall be issued in a form and by insurer satisfactory to the City Attorney and shall carry a twenty (20) day notice of cancellation clause. D. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Consultant shall immediately notify City and cease all E performance under this Contract until further directed by the City. 5. COMPENSATION FOR SERVICES. City agrees to pay Consultant $33,500 for cable television consulting services. Consultant shall invoice the City monthly for the cost of these services. City will pay for each month's services within thirty (30) days after the receipt of said invoice. 6. CANCELLATION. This Contract may be terminated by either party by giving not less than thirty (30) days', written notice to the other parry. The notice shall state the termination date. Notice to City shall be addressed to the City Manager at 240 W. Huntington Drive, Arcadia, California, 91007. Notice to Consultant shall be addressed to the President of Communications Support Group at P.O. Box 10968 Santa Ana, California, 92711. If this Contract is terminated pursuant to this Section 6, the consideration provided for in Section 5 of this Contract shall be apportioned in the ratio that the time to the stated termination date bears to the full service year of this. Contract. 7. NON - ASSIGNMENT CLAUSE. Consultant cannot assign or delegate or otherwise transfer this Contract or the rights or duties contained herein to any individual, person or legal entity otherwise without the written consent of the City. rNMEWITSH W010 I INEW p• u A. All files, records, reports, studies and other documents prepared by Consultant or obtained by the City pursuant to this Agreement shall become the property of the City. Basic notes, computations, computer diskettes and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to the City without restriction or limitation on their use. 3 • 1 • B. Parties agree to permit Consultant to use without�limitation all reports, studies, and other documents prepared. by Consultant hereunder as work samples and promotional, marketing, or sales materials. M 9. - CONFIDENTIALITY. It is expressly understood and agreed that certain information which Consultant may obtain from the City may be confidential consistent with the California Public Records Act, and other California Statutes. With regard to all such information that the City designates in writing as confidential, unless already disclosed by means other than through Consultant, Consultant agrees to observe complete confidentiality with respect to such infornation, including without limitation, agreeing not to disclose or otherwise permit access to such information by any other person or entity in any manner whatsoever, except that such disclosure or access shall be permitted to employees of Consultant, who in the good faith judgement of Consultants, require access in fulfillment of the services provided under this Agreement. 10. FNTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties and supersedes any prior or contemporaneous representations or .agreements of the parties. This Contract may be revised or modified,only by written agreement of both parties signed by an authorized representative of each party, subject to approval of the Arcadia City Council. 9 IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed by their duly authorized representative as of the date set forth below. Dated: 6c 3 -r 7, /5'y1l ATTEST: Alford, City,Cferk APPROVED AS TO FORM Mich el H. Miller City Attorney 5 CITY OF ARCADIA By ' U It William R. Kelly City Manager "CONSULTANT" By Title 4 Wo P.O. BOX 10%8 SANTA ANA, March 4, 1994 Mr. Alex McIntyre Assistant to the City Manager City of Acadia 240 W. Huntington Avenue Arcadia, CA. 91007 Dear Alex: EXHIBIT 1 Ii1sR OFFICE: (714) 836 -6280 FAX: (714) 836.0902 Here is the information you requested. I have provided cost information in a summary format. Every item except for transfer negotiations are tied to previous proposals sent you in the past. Workscope associated with studying funding options associated with City Council Chamber improvements is included under Task I. In that we are in the middle of the Council Chamber Facility Improvement project and also given other CSG workload at this time, we would be available to begin the Government Access Channel Development work by May 15, 1994; the transfer of franchise work by June 15, 1994; and the renewal work commencing on July 15, 1994. Please let us know if this schedule is sufficient to meet your needs. I hope this is presented in a format helpful to you I look forward to working with you in the near future. Sincerely, COMMUNICATIONS SUPPORT GROUP, INC. 4- Q� ohn Risk President Encl. PRP94000,012 COMMUNI, P.O. BOX 10968 SANTA ANA, CA 92711 -0%8 OFFICE: (714) 836.6280 FAX: (714) 836 -0902 CABLE TELEVISION CONSULTING PROPOSAL FOR THE CITY OF ARCADIA . . . PRESENTED BY COMMUNICATIONS SUPPORT GROUP, INC. 1.0 INTRODUCTION Communications Support Group ( "CSG ") is a team of specialists which has provided a variety of professional and administrative services to California cities since 1984. Our specialty is cable television franchise administration with emphasis on performance appraisals of cable television franchises. As such, we have become a cost - effective resource to many cities in California. We have previously assisted cable television franchise renewals in Indian Wells, Anaheim, San Clemente, Hermosa Beach, Berkeley, Glendale, Duarte, and Thousand Oaks. Other cities have retained us to conduct specialized services such as one -time financial audits, compliance reviews, and technical transfers (Cypress, Gardena, Monrovia, San Clemente, Thousand Oaks, Santa Ana, Beverly Hills, Los Angeles, and the County of San Bernardino). 2.0 BVJINESS ORGANIZATION 2.1 Identification' of Consultant CSG is a multi - skilled team �! professionals specializing in comprehensive and unbiased operating evaluations oi` Viable television systems. We provide consulting services related to compliance audits, franchise administration, enforcement, assessments and communiik;, programming. CSG is headed by Mr. John Risk who is the President and Director of G lvernmental Affairs of CSG. Mr. Risk will serve as Project Manager. CSG is a California corporation and maintains it's princi.oal offices in the Orange County community of Santa Ana, 2.2 Statement of Consultant Responsibility and Indepenu¢ence Our responsibility to the City is clearly fiduciary in nature. We pledge ?o adhere to the highest standards of professional conduct while associated with the City. CSG is an independent company. None of the income of our firm, its principals, or any Of its Communications Support Group, Inc. Page 1 I P.O. BOX 10968 SANTA ANA, CA 92711-0969 OFFICE: (714) 836-6280 FAX: (714) 836-0902 PROPOSAL FOR PROVIDING SPECIALIZED CABLE TELEVISION CONSULTING 'SERVICES TO THE CITY'OF ARCADIA, CALIFORNIA TABLE OF CONTENTS 1.0 INTRODUCTION : ................... ....................... 1 2.0 BUSINESS ORGANIZATION ..... ............................... 1 2.1 Identification of CSG ............................... 1 2.2 , Statement of Responsibility and Independence .............. 1 2.3 Disclosure Statement .....I ................ 2 3.0 DESCRIPTION OF, SERVICES PROPOSED .......................... 2 3,11 . TASK I - Government Access .............................. 2 3.2 TASK 11 - Franchise Renewal ............. ... I .............. 3 3.3 TASK III - Franchise Transfer .......................... 10 4.0 ESTIMATED COSTS AND TERMS ........... ......... ...... 12 4.1 General Billing ........................... ........... 12 4.2 Retainer Basis ...................... ............ 13 5.0 PROJECT ADMINISTRATION ...... 1 ...... , .................... 13 5.1 Liability Insurance .......................... ........ I ... 12 5.2 Certification ........ ........... ........... 13 r employees is due to work for, and/or on behalf of cable television franchisees unless performed as a representative of the franchisor. We strictly limit our practice to serving cable television franchisors. 2.3 Disclosure Statement No member of our staff or management team holds any direct or indirect financial or business interest in any cable operator serving the City any parent corporation, or any known subsidiary thereof. We do not know of any direct, indirect, perceived, or potential conflicts of interest which might taint or otherwise discredit any work, service, or advice which we may provide to the City. 3.0 PROPOSED'WORKSCOPE Communications Support Group, Inc. proposes work product in three primary tasks: Task I - Government Access Development; Task II - Franchise Renewal; and Task III Franchise Transfer. We also are providing you a schedule of fees for retaining our professional services on an hourly or retainer basis. 3.1 Task I - Government Access Development Section 3.1 of this proposal describes the tasks necessary to develop a model for governmental access for Arcadia and to prepare an implementation plan in light of f-.sture franchise modifications. CSG will review and advise the City regarding implications, structure and design for establishing a government access channel. A. Preliminary Research and Interviews 1. Review current services provided to the City by Cablevision 2. Conduct background interviews with: ' Assistant to the City Manager and City Manager General Manager, Cablevision B. Government Access Models Prepare a report on government access models, the general pros and cons of each model and the applicability of these options given the needs of Arcadia. Communications Support Group, Inc. Page 2 • • C. Resource Assessment Plan 1. Based on Tasks A and B, assess resources as they relate.to government access needs, identify funding sources and provide strategic options for the funding ofr council chamber improvements. 2. Review the Resource Assessment Plan with Assistant to the City Manager and,revise as necessary. D. Government Access,lmplementation Plan Draft plan to implement chosen government access model based on identified resources and City needs. Plan will including administrative start-up proceedures; policies and guidelines for operation and programming; and promotional activities. Total Task I costs are estimated not to exceed $4,000 (Four Thousand Dollars). 3.2 Task II = Franchise- Renewal The franchise renewal period is a perfect time for a municipality to assess the strategic importance' of telecommunications to the City and to the vitality of the community. It is a time for the City to develop a local te(ecommunications.pian, establish policies and programs which support and,take advantage of new technologies. The rsderaP government enacted policy in 1984 Cable, Communications Act of 1984) which provicies for public input at the time that cable,television franchises are renewed. According to federal law under the 1984 Cable Act, franchise authorities, at any time, have the option of pj-aceeding with a formai.or informal franchise. renewal ' process.,, Each process has its own ,benefits and pitfalls. The formal process can prove to be useful when in situations where thers is a need for substantialpublic knowledge and input. An informal franchise renewal process can prove to be helpful in facilitating additional flexibility into the renewal negotiation process. Section 626 of the 1984 Cable Communications Act establishes standards and procedures to be,used when addressing renewal requests. Nothing in the Federal rules prohibit switching to informal negotiations during once formal proceedings have commenced. Community participation is required during this ascertzinment process to determine: 1.. Whether the cable operator has "substantially complied" with the material terms of the franchise and with applicable law; 2. Whether the quality of the operator's service has been 'reasonable" in light of community. needs; Communications Support Group; Inc. Page 3 N • • 3. Whether the cable operator has the financial, legal, and technical ability to provide the services, facilities, and equipment set forth in its proposal; and 4 Whether the operator's proposal is reasonable to meet the future needs and interests of the community, taking into account the cost of meeting those needs. A. Performance and Compliance Review CSG proposes to conduct a comprehensive review of Cablevision's compliance under the requirements of the television franchise agreement and the 1984 and 1992 Cable Communications Acts. This review will assess the equipment and services performance of the cable operator based on the provisions of the franchise agreement and City Code, including any special performance requirement associated with public access. To provide the City with a "benchmark ", CSG proposes to review all documents in possession of the City related to the cable television franchise, including, but not limited to, the following items: 1. Conduct interview with City Management staff pertaining to issues of performance non - compliance. 2. Review all letters, files, and meeting minutes involving Cablevision performance or franchise renewal. 3. Review City's accounting statements of franchise fee payments for past three years and prepare listing. This list will be used to reconcile payments. 4. Review current certificates of insurance and tatters of credit as specified in franchise agreement. 5. Review annual notices to subscribers regarding rights for privacy, refunds, lockout devices and customer service standards pursuant to the franchise agreement and State and Federal law. 6. Other service provisions of the franchise. CSG will provide an extensive customer service review of Cablevision's operation for compliance with newly enacted Federal standards. The customer service review will Include, but not be limited to the following items: 1. Piiling Practices . CSG will review and document Cablevision's subscriber billing system and note its adequacy in terms of industry standards. Comments documented Communications Support Group, Inc. Page 4 from the City's public hearing on operator performance will be reviewed as well as the following items: On -site or off -site billing handling, Staggered or block billing, Number of days for payment remittance, Subscriber grace period prior to late notice, Numberof;days before determining delinquent, Process for soft or hard disconnect and Requirements /charges for reconnection. 2. Complaints Subscriber complaints will be reviewed and categorized into general areas. 3. Complaint Handling CSG will review and document subscriber complaint handling by local operaforfor consistency with industry standards. Company complaint logs (if available) will be reviewed and documented. 4. Customer Complaints Filed With City City's cable television subscriber complaint logs will be reviewed and analyzed by CSG for the last three years. Statistical tabulation and representation of all complaints will be conducted separating all complaints into specific categories. Complaint logs filed by Cablevision will also be reviewed. 5. Telephone Performance CSG will review and document the customer service telephone processing equipment and procedures of Cablevision. CSG's customer service telephone review will include the following: o Review of Cablevision's telephone processing system for consistency with state -of- the -art industry standards for systems of similar size nationwide. ! ncluded will be call monitoring, telephone traffic display and end -of -day statistical capabilities of the telephone processing system. o Gather and assess customar service performance statistics. CSG will request necessary . data from Cablevision. Included will be Company goals and actual statistics for response times, average waiting time, abandonment rates etc. for the. three-year period between 1989 and 1992. o Review the after -hours telephone answering process and note its adequacy according to apparent community need. Communications Support Group, Inc. Page 5 6. Public Access Provisions o Review CableVision's access programming logs and records related to access programming playback. o Interview programming staff on procedures for scheduling programming playback. o Assess frequency and participation in training workshops. o Provide assessment of CableVision's studio facilities dedicated to Arcadia programming. Based on the information reviewed, CSG will provide a comprehensive checklist of measurable performance provisions and the dates in which performance was last verified by the City. The compliance checklist will reference respective franchise agreement sections by number. From this checklist, CSG will draft a list of performance issues which should be addressed as part of the cable television renewal proceedings. rntal fees not to exceed $5,500 (Fifty five hundred dollars). il. _. B. Community Needs Assessment An assessment of cable related community /education interests is a complex process that involves numerous choices. The goals of this first task are to solidi comments from community members, Cable Advisory Board members (if created), and City officials regarding both the current and future needs concerning C9blevision's franchise performance. The policy related product of a cable needs assessment consists of recommendations about facilities and services that the City uses as the basis for negotiating the terms of a franchise renewal or extension. These recommendations will describe the characteristics of the cable cc nmunications system that, in the consultant's professional opinion, are needed in order for the community to cost effectively use cable in meeting long term goals. Before adopting these recommendations as policy, the City is obligated under the 1984 Cable —, elecommunications Act to consider the costs to the vendor of providing the recommended facilities and services. CSG's needs assessment will identify some of the most significant opportunities for cost/effective cable utilization by the community. The needs assessment will also educate interested community members about cable communications. This education often includes information about technology, policy, applications, planning techniques and video production techniques. Finally, CSG's assessment will be a planning process. Communicatlons Support Group, Inc. Page 6 0 0 In summary, CSG proposes a needs assessment which will involve data collection, analysis, community participation and expert forecasts. It will produce system design recommendations; community education; applications; and a planning process. CSG proposes the following approach to collecting community information: 1. CSG will assist the City. administrate and analyze a written community survey on cable TV attitudes, needs and past performance complaints. 2. Conduct a community -wide public workshop. The primary goal of the workshop is to ensure that all interested parties have an opportunity to learn about cable television and to have their opinions heard by the consulting team. The objectives of the workshop include: a) Inform participants about the franchise review process and their role in it. b) Educate participants about the potential community uses of cable communications and the facilities and service options available. C) Collect comments, complaints and suggestions on all cable related topics from the participants. 3. Interview key individuals representing relevant communities of interest in order to: a) Identify potential cable uses that can be related to minimum requirements for franchise renewal; and b) Select 6 single. set of organizations for participation in a series of planning workshops: Possible communities include: Municipally elected officials and department heads; School District officials; and Community service organizations. which are involved with youth at risk, senior- services, and other community hekh programs. . The process will involve interviewing selected individuals in order to identify and analyze the current.communication patterns and needs of each community. This analysis suggests possible roles for video communications and potential :uses for cable. 4. Based on the interviews conducted as part of approach.above, select four communities of interest to conduct planning workshops:. A community of interest is an organization that has an existing group identity, and regularly meets together (such as the municipal corporation, educational institutions, and community health organizations, business associations) which also share a common set of needs and has a. developed network. Therefore, it has the level of organization requirec Communications Support Group, Inc. Page 7 i • to continue the planning and project development initiated by the workshops. These interest groups also provide a degree of political support for the subsequent renewal decisions of the City. The goals of this series of in -depth planning workshops are: a) Identify options for individual organizations and the community of interest as a whole to use cable technology. b) Identify one or more specific projects for using cable that the community of interest will commit to undertake. It is estimated that the planning and execution of the community needs public forum will take five months to plan and three months to tabulate results. 5. In the case of the educational community, CSG will conduct a one -day planning workshop which will have as goals to: a) Begin with the results of the preliminary interviews, developing each institution's options for using the cable; - b) Identify the priorities for cooperation among the participating institutions; C) Identify the factors currently enhancing or discouraging institutional cooperation; d) Identify cost - effective ways for using cable facilities to enhance institutional cooperation including program interconnection with local educational institutions. Please Note: The proposed tasks are based on pact experience, of the consultant. However, the specific steps, especially in the community needs assessment, may be refined from time to time based on information arising from the planning process itself. The consultant will work with the Project Vianager in making these revisions. Cost estimate not to exceed $6,000 (Six Thousand dollars). C. Franchise Renewal Questionnaire Develop a questionnai.e for use by the City to request a specific proposal from Cablevision regard ?ng facilities, equipment, services, and performance expectations. Review responoes, once submitted, and prepare staff report. Sections of the questionnaire will request information from Cablevision in the following areas: Communications Support Group, Inc. Page 8 U, 1. Corporate idenity, 2. Financial 0 3. Public, Educational: and. Government access channels; 4. Services, facilities and equipment; 5. Customer service standards, construction schedules and other construction related requirements including system rebuilds and upgrades; 6. Other matters of public health, safety, and welfare. Estimated :costnot to exceed $1,500, (Fifteen Hundred Dollars). D. Financial Analysis A comprehensive report and analysis of the overall financial condition of Cablevision and the ability of the parent company to finance improvements associated with the franchise renewal. Analysis should verify com pany's, credit and capital ability to finance the needed technical modifications to meet existing standards and to fulfill upgrade requirements. Our report will include projection pro- forma. Analysis will verify system's ability to implement customer service improvement experditures, access provision, and maintain operations throughout the new franchise term. Thiz analysis will be designed to "weigh`' community needs, Cablevision revenue assumptions, wind ROl ,in order to determine a number, of optional negotiating positions related to the renewal °recommendations by the city. It will also assess the impacts to cable subscription rates. Part of this task also assumes that certain information will be provided by Cablevision. Financial forecasting using.analyti& models is a procedure that attempts,to predict how a cable system might operate under ,? variety of financial scenarios. Through the use of a series of equations and assumptions (rn.any based on local historical information) a cable financial model can be used to calculat9 revenues, capital expenditures, operating costs, net income, cash flow, -and rate of return. Based on the success of these projections, the -City msy. determine starting positions for negotiating length of franchise term.(maybe ten years or st:orter); determining whether cash grants or letters of credit will be necessary for securing,sommunity benefit items; timetables for construction; etc. that the.City- wishes to pursue a_ part of awarding the new franchise. Costs for this phase may vary depending on. depth of analysis and number of financial projections required,by our financial analyst.: Not in exceed fee: $5,000 (Five Thousand Dollars). Communications Support Group, Inc. Page 9 E. Rewrite Franchise Agreement Provide draft language for franchise agreement provisions to the City Attorney and outside legal counsel which address new service provisions, technical provisions, channel capacity, etc and which provides for pending future changes in cable television activities, technology and legislation. Not to exceed fee: $3,000 (Three Thousand Dollars). F. Technical Assistance During Negotiations Provide oversight during the initial renewal negotiations, and provide advice as needed on specific negotiation matters as they arise. Approximate fee: $3,500 (Thirty Five Hundred Dollars). 3.3 Task III - Franchise Transfer A. Transfer Application Development CSG will customize a Transfer Application form. This application will gather pertinent information that will be necessary during the transfer negotiation process. Requested information will include: 1. A copy of the cable operator's purchase agreement. - 2. A listing of proposed transferee, its principals, investors, and shareholders. 3. A description of the ownership qualifications of the proposed transferee in order to identify any cross- ownership problems with regard to federal law. 4. A description of the cable - experienced .proposed transferee, its parent, and principals. 5. A description of the character qualifications of the proposed transferee. 6. Corporate or business formation documents of the proposed transferee. 7. Financing documents including bank commitments and other relevant financial background including the annual financial statements of the business, filings with theSecurity and Exchange Commission, and filings with the FCC, particularly those of the specific affiliates or partners concerned with the transfer. 8. Current historical financial statements including balance sheets and profit and loss statements of the proposed transferee and its principals. 9. P.oforma of financial statement for the proposed transferee including growth and revenue projections, income statements, sources and uses of funds, and other information. Communications Support Group, Inc. Page 10 10. Copies of all relevant FCC and United States copyright office filings. 11. Statements from the proposed transferee as to how they plan to operate the system technically and operationally. B. Analysis of Transfer Application i Following the completion and return of the Transfer Application .(recommended to take 30 days) the City can begin the matter of approving or denying the transfer. CSG will review the returned application for completeness and identify additional materials or information to be provided by Cablevision. Upon the City's acceptance of the Transfer Application CSG will review all submitted information and issue an opinion on the financial, technical and legal ability of the transferee to operate the system and its future plans for the system including retiering, rate or programming changes, staffing and technical equipment. C. Transfer Objective and Negotiations CSG will outline the objectives for transfer negotiations based on a compilation of all data collected under the compliance assessment and the Transfer Application. Information related to franchise provisions_ permitted by the 1992 Cable Act and other relevant Federal and State laws will also be included in this outline. Conziderations under Federal and State laws will include: - Public, EdUcational and Government access channels, , - Basic service rate controls - Requests for specific services; facilities and. equipment, - Customer service standards and construction schedules, - Other consumer protection 1aws, and - Matters of public health, safety, and welfare (i.e. technical construction matters). CSG's outline will describe the process local officials will likely follow.in determining what items are in need of correction or further clarification (such as line extensions, ownership issues, technical capacity, access channels and facilities, etc.) in the-transfer negotiations. The transfer objectives outline will also include a step -by -step timeline .of the recommended transfer negotiation and approval processes suggested for the City. During this phase, CSG will provide up to 18 hours for meetings with the City's counsel to: 1) review general franchise language;.2) review our=mpliance reports; 3) consider general negotiation strategies; and 4) offer projections associated with legal costs of a successful franchise transfer. CSG will assess timetables for the transfer and the strategic and practical ramifications of the City's decision to either proceed with or deny the transfer. Communications Support Group, Inc. Page 11 e- G If the City of Arcadia decides to proceed with the transfer, CSG will assist the City in drafting language for a franchise transfer agreement. Meetings between the City's negotiating team and Cablevision representatives would take place as needed. CSG's project manager, Mr. Risk will serve on the negotiation team with the City's legal counsel and will attend meetings as necessary. Other members of the CSG consulting team will be available to provide technical expertise as needed throughout this process. 4.0 ESTIMATED COSTS AND TERMS Our fees to perform the work expressly described in Tasks 1 through 3 Task I: Government Access Development ........................ $4,000 Task II: Franchise Renewal ..... ............................... $24,500 Task III: Franchise Transfer ...... ............................... $5,000. These fees are based on a time and materials basis and cover all labor involved in field research and report production. Directly related project expenses (i.e., travel, lodging, rental car, long distance calls, etc.) are billed at cost and are included in our fees listed:,, above. A flat fee of $50.00 per trip from Santa Ana to Arcadia will be assessed as compensation for travel time. In that we are in the middle of the Council Chamber Facility Improvement project and also given other CSG workload at this time, we would be available to begin the Government . Access Channel Development work by May 15, 1994; the transfer of franchise work by June 15, 1994; and the renewal work commencing on July 15, 1994. 4.1 General Billing Information Invoices for work in progress will be submitted to the amity based on a monthly basis. An invoice for 20% of the project fee, exclusive of expanses will be submitted upon notice to proceed. All invoices shall be due and payable upon presentation, and shall be considered past due 30 days after submiss4on. Balances owed to us for more than 60 days after invoice date may, at our option, accrue compound interest at 1.5% per month (18.0% per year) from the 30th day a ter the invoice date. Communications Support Group, Inc. Page 12 4.2 Additional Work - Retainer Basis Any work requested by the City that exceeds, modifies, or extends the items proposed herein will be billed at our hourly rate. Hourly rates for CSG are as follows: Title Hourly Rate Partner $95.00 Sr. Associate Consultant $75.00 Staff Engineer $50.00 Researcher $50.00 Clerical $25.00 5.0 PROPOSAL ADMINISTRATION 5.1 Liability Insurance We cant' $1,000,000.00 comprehensive liability insurance policy in full force. We will direct our insurance carrier to add the City, it Officers; employees and agents to our coverage as an "additional insured" with respects to operations within the City. This additional coverage will be filed with the City before the beginning of work. 5.2 CertifI ation Statement We hereby certify thai qll information contained within this proposal is true, accurate and valid. 0 Communications Support Group, Inc. Page 13 �' • EXHIBIT 2 • COMMUNICATIONS SUPPORT GROUP, INC. OFFM (714) 2884100 P.O. BOX 10968 • SANTP. Af 1A CA 92711 0968 FAX (714) 288 -0313 August 24, 1994 VIA FAX a===. == Ms. Tammy Gates City of Arcadia 240 W. Huntington Drive Arcadia, CA 91066 Dear Tammy, This letter formalizes our discussion from last week describing our mutual agreement for CSG to provide the City an analysis of TCI's form 1200. CSG will agree to a review and audit of TCI's Form 1200 for an amount not to exceed $2,250." At our meeting, we discussed taking money from allocations related to Task I and II of our proposal. However, upon further review, CSG recommends we instead take money from the now obsolete Task III (Franchise Transfer). This amendment in no way diminishes CSG's ability to perform services related the franchise renewal. I will direct Christine McNerney to identify under separate cover the specific steps of CSG's work related to the Form 1200. We anticipate 30 days to complete our review of your Forts, 1200. sincerely, 06 ohn Risk President EXHIBIT 2 - COMMUNICATIAS SUPPORT GROUP•NC. P.O. BOX 1o96a • SANTA AIYA, CA 92711.0968, OFFICE (714) 288 -0100 FAX: (714) 288 -0313 September,27, 1994 Ms. Tamara Gates Administrative Aide City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 -6021 Dear Tammy, Enclosed is an executed contract pursuant to your request. I have taken the liberty to include additional descriptive information pertaining to our rate regulation work and am also.: providing you with additional workscope options. As I mentioned over the phone last week, CSG's hourly rates stated in our proposal to Alex McIntyre were rates charged by CSG as of March 4, 1994. Because CSG adjusts its rates periodically to stay in line with costs of doing business, it would be expected during the course of the three year period of the contract, that CSG's hourly rates will be modified on an annual basis. CSG commits to keeping our rates fixed through March, 1995 and following any rate adjustments, CSG commits to keep our total billings within the allocations of the current contract. Emily Brubaker and Christine McNerney will be your contact3 regarding the rate regulation portion of the contract. I will remain your contact regarding compliance, renewal, and muncipal access portions. Thank you for your business. Sincerely,, -. D J hn Risk resident CABLE TELEVISION CONSULTING PROPOSAL Communications Support Group, Inc. September 28, 1994 1.0 STATEMENT OF PURPOSE Communications Support Group, Inc. (CSG) proposes to assist the City in evaluating rate regulation options and completing an analysis of FCC 1200, 1205, 1210 and 1215. 2.0 PROPOSED TASKS 2.1 FCC Forms 1200, 1205. 1210 and 1215 1. Inspect operator's FCC Forms against FCC rules and regulations including: mathematical verification identification of completion errors and areas of concern agreement of rates and channel counts to published documents agreement of subscriber counts to cable data records ar,d benchmark verification. Review and compare the operators FCC Forms for compliance with cable industry norms and provide comparative data for cable pricing across a variety of cable operators. 3. Render an assessment of the extent rate regulation will affect cable television rates including a recalculated FCC Forms based on findings, a recommended maximum permitted rate and calculation of operators refund liability based on available information. 4. Provid3 a report of our findings and recommendations for action on the operators FCC Forms including the notation of areas of concern for further investigation and auditing. 2.2 Resole ;ions Staff Report and Presentation Draft resolution for review by City staff and attorney. Make any changes according to form or content as required by City. 2. 3. a 3.0 TERMS Prepare staff report for City Council meeting to consider rate determination. Attendance and presentation at City Council meeting to consider rate determination. Prepare draft correspondence to cable operator to transmit the resolutions Our fee to perform the work expressly described under Section 2.1 is estimated to be: FCC Form 1200 and FCC Form 1205 $1,200.00 Review FCC Form 1210 Review $ 800.00 Review addtional records provided by cable company $ 250.00 Pricing for work related to Section 2.2 is proposed on a time and materials basis. Our estimates are as follows: Draft rate determination asolution $ 300.00 Draft staff report $ 850.00 Present findings at meeting $' 375.00 Draft correspondence $ Variable Preparation, attendance and presentations for Council meeting will be billed at a variable hourly rate depending on which CSG ;tall member attends. Hourly fees range from $75.00 to $95.00 per hour. Any additional work will be subject to prior City approval and acceptance by CSG. Directly related project expenses (i.e., travel, lodging, rental car, long distance calls, etch) are billed 3, cost and are not included in our fees listed above 3.1 General Billing We invol.e 50% of project costs at notice to proceed. A final invoice for the remaining balance will be submitted to the City upon submittal of our report. Y CSG invoices shall be due and payable upon presentation, and shall be considered past due 30 days after submission. Balances owed to us for more than 60 days after invoice date may, at our option, accrue compound interest-at 1.5% per month (18.0% per year) from the 30th day after the invoice date. Any work requested by the City that exceeds, modifies, or extends the items proposed herein will be billed at our standard hourly rates on the following page.