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HomeMy WebLinkAbout1999-07-14 City CouncilTO: FROM: City of Palo Alto City Manager’s Report HONORABLE CITY COUNCIL 4 CITY MANAGER DEPARTMENT: ADMINISTRATIVE SERVICES DATE: SUBJECT: JUNE 14, 1999 CMR:270:99 APPROVAL OF A CONSULTANT CONTRACT IN THE AMOUNT OF $102,250 WITH THE BUSKE GROUP FOR CONSULTING SERVICES FOR CABLE REFRANCHISING RENEWAL PROCEEDINGS AND FOR THE TRANSFER OF OWNERSHIP OF THE CABLE FRANCHISE AND APPROVAL OF A BUDGET AMENDMENT ORDINANCE IN THE AMOUNT OF $32,475 FOR THE CONTRACT AND FOR ADDITIONAL CONTRACT LEGAL SERVICES IN THE CITY ATTORNEY’S OFFICE RECOMMENDATION Staff recommends that the Council: Approve and authorize the Mayor to execute the attached contract with The Buske Group in the amount of$102,250 for consulting services related to the cable franchise renewal process and the transfer of ownership of the cable franchise. Authorize the City Manager or her designee to negotiate and execute one or more change Orders to the contract with The Buske Group for related, additional but unforseen work which may develop during the cable franchise processes, the total value of which shall not exceed $10,225 or 10 percent of the contract. Approve a Budget Amendment Ordinance in the amount of $32,475. Of this, $12,475 is for the contract with The Buske Group and the remaining $20,000 is for legal consulting services for the City Attorney’s Office related to the cable franchise renewal process and the transfer of ownership of the cable franchise. Approve an exemption from City Policy and Procedure 1-10 which provides for Council Standing Committee participation in the review of the draft scope of services for consultant agreements over $25,000. CMR:270:99 Page 1 of 5 BACKGROUND The franchise agreement between the City, representing the Joint Powers Agency (JPA), and Cable Communications Cooperative of Palo Alto, Inc. (Cable Co-op) expires on March 24, 2001. During the period which begins thirty-six months before the expiration of the franchise (March 24, 1998), Cable Co-op may request the City to commence proceedings to determine whether or not to renew the franchise. On July 20, 1998, Cable Co-op requested the City to commence renewal proceedings. After the City received the request to begin renewal proceedings, Cable Co-op announced its proposed sale to AT&T Broadband and Internet Services, which purchased the cable company TCI several months ago. The City’s existing franchise agreement with Cable Co- op and Federal law permit the City to approve any transfer of ownership that may occur. Once the City receives official notice (a completed transfer application on FCC Form 394) regarding the transfer of ownership, the City has 120 days in which to approve the transfer. Both parties may agree to extend the 120 day deadline. If the City does not act within 120 days, the request will be considered approved. DISCUSSION Consultant-Services Description The franchise renewal proceedings are governed by Federal law and the current franchise agreement between the City and Cable Co-op. The proceedings involve a number of procedural steps, including: conducting a technical inspection and assessment of the current cable system infrastructure; identifying future cable-related needs and interests of the community; evaluating the past performance of the cable provider for compliance with the existing franchise; reviewing the level of customer satisfaction with the operator, and a complete analysis of public, educational, and government (PEG) access; a needs assessment of users and other interested parties, through surveys, focus groups, and public hearings; and developing a formal request for renewal proposal, should that become necessary. To successfully complete the renewal process and negotiate a new franchise agreement requires expertise in areas as diverse as cable programming, PEG access programming, cable regulation and law, public opinion polling and market research, rate setting, the electrical engineering field, and telecommunications systems. The transfer of a franchise agreement requires a similar degree of analysis and examination. Due to the depth of the scope of services required, staff sought the services of a consultant. Selection Process On December 18, 1998, letters were mailed to fifteen firms asking their interest in providing consultant services for the City’s cable refranchising renewal proceedings. Four companies responded to the request (The Buske Group, Cathey Hutton & Associates, ATV Broadcast & Consulting, and Miller & Van Eaton). A request for proposals was sent to the four firms on March 2, 1999. Two firms submitted proposals (The Buske Group and Cathey, Hutton & Associates). CMR:270:99 Page 2 of 5 On April 16, 1999, a selection advisory committee consisting of members of the JPA, the City Attorney’s Office, the City Clerk’s Office, and the Administrative Services Department interviewed the two firms. The Buske Group was selected by the interview panel due to its vast cable communications experience. Specifically, the firm has extensive knowledge of and experience in the cable television refranchising process. It has provided services to communities throughout the United States, including 30 cable franchising authorities located in California. This firm has dealt with all aspects of the cable refranchising process, including informal proceedings, formal proceedings, and cable transfer of ownership. Staff has checked references on The Buske Group with the City of Santa Rosa, the City of Gilroy, and the City of Monterey. All of the cities had positive relationships with The Buske Group. The initial proposal from The Buske Group was for $95,850. After Cable Co-op announced its proposed sale to AT&T, The Buske Group submitted a proposal to provide consultant support in connection with the transfer of the franchise agreement in the amount of $6,400, bringing the total contract amount to $102,250. In addition, staff is requesting a contract contingency of 10 percent, or $10,225. Due to time constraints involved in the refranchising process and given that the transfer of the franchise is imminent, staff is recommending an exemption from City Policy and Procedure 1-10, which provides for Council Standing Committee participation in the review of the draft scope of services for consultant agreements over $25,000. The 1998-99 Adopted Budget included funding of $100,000 in the City Manager’s contingency account to be used for the cable refranchising project. Staff is seeking Council approval of another $12,475 for a total contract amount of $112,475. In addition, due to the need for specialized legal assistance, staff is seeking approval of an additional $20,000 for contract legal assistance. In late May 1999, the City entered into a time and materials contract in the amount of $2,500 with The Buske Group for consulting services related to the proposed transfer of ownership of the cable system from the Cable Co-op to AT&T. Staff wanted to take advantage of the consultant’s expertise as soon as possible, given the tight deadlines involved in the transfer of ownership. RESOURCE IMPACT The 1998-99 Adopted Budget included funding of $100,000 in the City Manager’s contingent account to be used for the cable refranchising project. The remainder of the contract, $12,475, is requested to be funded out of the Budget Stabilization Reserve. Further, an additional $20,000 is needed for consulting legal services in the City Attorney’s Office, which is also requested to be funded out of the Budget Stabilization Reserve. The total amount of money needed from the Budget Stabilization Reserve is $32,475. CMR:270:99 Page 3 of 5 Staff anticipates successfully negotiating a new franchise agreement without conducting a formal request for renewal proposal process. However, should the City decide that a formal proposal process is necessary, staff would return to the Council to request an additional $15,300 for consultant services in support of the formal process. Substantial policy, legal, administrative and financial issues are involved in the franchise renewal process. In order to effectively support the process, a working group comprised of staff from the City Clerk’s Office, City Attorney’s Office, and the City Manager’s Office, including the Director of Administrative Services and the Director of Utilities, has been established. Significant staff support will be provided by both the Administrative Services Department and the City Attorney’s Office throughout the transfer of ownership and cable refranchising processes. In order to support the staffing requirements, Administrative Services plans to overfill a Senior Financial Analyst position from a 0.50 FTE to a 0.75 FTE. The position overfill will be funded out of salary savings in the Department. It is anticipated that staff will request funding in the future to backfill for the Senior Financial Analyst and for a Senior Assistant City Attorney since these individuals will be dedicating a significant portion of their time to the refranchising process. At this time it is difficult to predict what additional City resources may be necessary, so staff would return with the Midyear Financial Report if additional resources are needed. The total costs for the franchise renewal proceedings will be shared among the members of the Joint Powers Authority on a pro-rata basis according to the percentage that they receive from franchise fees. TIMELINE Staff intends to retum this summer with The Buske Group to brief the Council on the transfer of ownership process. At a later date, staff intends to return with The Buske Group to brief the Council on the franchise renewal process. ENVIRONMENTAL REVIEW These services do not constitute a project under the California Environmental Quality Act (CEQA). ATTACHMENTS: Attachment A: Attachment B: Attachment C: Consulting Contract Budget Amendment Ordinance Budget Amendment Ordinances Impacting the General Fund Reserves Approved to Date in 1998-99 CMR:270:99 Page 4 of 5 PREPARED BY: REVIEWED BY: Melissa Cavallo, Assistant Director, Administrative Services Shannon Gaffney, Senior Financial Analyst Grant Kolling, Senior Assistant City Attorney DEPARTMENT HEAD APPROVAL: CITY MANAGER APPROVAL: CMR:270:99 Page 5 of 5 ATTACHMENT A CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND THE BUSKE GROUP FOR CABLE FRANCHISE CONSULTING SERVICES This Contract No.is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and THE BUSKE GROUP, a California general partnership, located at 3001 J Street, Suite 201, Sacramento, CA 95816 ("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain cable franchise consulting services in connection with the renewal of the cable franchise agreement, and a transfer thereof, and the preparation and de%ivery of, without limitation, one or more sets of reports, surveys, and other writings (~Services"), as more fully described in Exhibit ~A"; and WHEREAS, CITY desires to engage CONSULTANT, including its employees and subconsultants, if any, in providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Project on the terms and conditions and in the manner set forth herein; NOW, THEREFORE, in.consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION I. TERM i.i This Contract will commence on the date of its execution by CITY, and will terminate upon the completion of the Services, unless this Contract is earlier terminated by CITY. The parties contemplate that the Services may be required to be rendered up to and including the date of expiration of the cable franchise with the Cable Communications Cooperative of Palo Alto, Inc. or its successor in interest in mid-March 2001. Upon the receipt of CITY’s direction or notice to commence performance, CONSULTANT will commence the performance of Services in accordance with the time schedule set forth in Exhibit ~A". Time is of the essence of this Contract. In the event that the Services are not completed within the time required through any fault of CONSULTANT, CITY’s City Manager and City Attorney will have the option of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONSULTANT. 990603 syn 0071643 1 SECTION 2.SCOPE OF SERVICES: CHANGES & CORRECTIONS 2.1 The Services will be performed in accordance with the Scope of Work set forth in Exhibit ~A". 2.2 CITY may order changes in the scope or character of the Services, either decreasing or increasing the amount of work required of CONSULTANT, as the negotiations with the cable franchisee may warrant. In the event, that such changes are ordered, subject to the approval of CITY’s City Council, as may be required, CONSULTANT will be entitled to full compensation for all. work performed prior to CONSULTANT’s receipt of the notice of change and further will-~be entitled to an extension of the time schedule. Any increase in compensation for substantial changes will be determined in accordance with the provisions of this Contract. CITY will not be liable for the cost or payment of any change in the Scope of Services, unless the amount of additional compensation attributable to the change is agreed to, in writing, by CITY before CONSULTANT commences such performance. 2.3 Where the Services entail the preparation or drafting and submission of, without limitation, reports, surveys, and other documents, any and all errors, omissions, or ambiguities in the reports, surveys, and other documents, will be corrected by CONSULTANT at no cost to CITY, provided CITY gives notice to CONSULTANT. SECTIQN 9. QUALIFICATIONS, STATUS, AND DUTIES OF CONSULTANT 3.1 CONSULTANT represents and warrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services. CONSULTANT further represents and warrants that the project director and every individual, including any consultants~ charged with the performance of the Services are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law toperform the Services, and that the Services will be executed by them or under their supervision. CONSULTANT will furnish to CITY for approval, prior to execution of this Contract, a list of all individuals and the names of their employers or principals to be employed as consultants. 3.2 In ’reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to perform, and CONSULTANT shall perform, or cause to be performed, the~Services in accordance with the provisions of this Contract and its exhibits. 3.3 CONSULTANT will assign SUE MILLER BUSKE as the project director to have supervisory responsibility for the performance, progress, and execution of the Services. SUE MILLER BUSKE or her designated representative will be assigned as the project coordinator who Will represent CONSULTANT during the day- to-day performance of the Services. If circumstances or conditions 990603 syn 0071643 subsequent to the execution of this Contract cause the substitution of the project director or project coordinator for any reason, the appointment of a substitute project director or substitute project coordinator will be subject to the prior written approval of the project manager. 3.4 CONSULTANT represents and warrants that it will: 3.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incidental to the due and lawful prosecution of the Services; 3.4.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract and any reports, surveys and other documents to be prepared by or at the direction of CONSULTANT or in furtherance of CONSULTANT’s performance of the Services; 3.4.3 At all times observe and comply with, and ~ause its employees and consultants, if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 3.4.4 Will report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to the reports, surveys, and other documents. 3.5 Any report, survey, and other document given to, or prepared or assembled by, CONSULTANT or its subconsultants, if any, under this Contract will become the property of CITY and will not be made available to any individual or organization by CONSULTANT or its consultants, if any, without the prior express written approval of the City Manager and the City Attorney. 3.6 CONSULTANT will provide CITY with eight (8) copies of any and all Writings which are made a part of the reports, surveys, and other documents upon their completion and acceptance by CITY. 3.7 If CITY requests additional copies of any writings which are a part of the reports, surveys, and other documents, CONSULTANT will provide such additional copies and CITY will compensate CONSULTANT for its reasonable duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to perform the Services. All consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for their performance. If any employee or consultant of CONSULTANT fails or refuses to carry out the provisions of this Contract or appears to be incompetent, the affected employee or consultant will be 990603 syn 0071643 discharged immediately from further performance under this Contract on demand of the project manager. 3.9 In the execution of the Services, CONSULTANT and its subconsultants, if any, will at all times be considered independent contractors and not agents or employees of CITY. 3.10 CONSULTANT will perform or obtain or cause to be performed or obtained any and all of the following optional Services, as may be required by CITY: 3.10.1 Providing services to the City Clerk, the City Manager, the City Attorney and the Director of Administrative Services in connection with any public or non-public hearing or meeting, arbitration proceeding, or proceeding of a court of record furnished as part of the optional Services; 3.10.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normally authorized or reasonably required under the Services; " 3.10.3 Performing any other optional Services that may be agreed upon by the parties subsequent to the execution of this Contract; and 3.10.4 Other optional Services now or hereafter described in Exhibit ~A" and/or Exhibit ~B". 3.11 CONSULTANT will be responsible for employing all subconsultants deemed reasonably necessary to assist CONSULTANT in the performance of the Services. The appointment of subconsultants must be approved, in advance, by CITY, in writing, and must remain acceptable to CITY during the term of this Contract, provided, however, all subconsultants identified in CONSULTANT’s proposal and accepted by CITY upon execution of this Contract are not subject to this provision. SECTION 4, DUTIES OF CITY 4.1 CITY will furnish or cause to be furnished the services, if any, listed in Exhibit "A" and such information regarding its requirements applicable to the~ Services, as may be reasonably requested by CONSULTANT. 4.2 CITY, represented by the project manager, the City Clerk, the City Manager and/or the City Attorney, will review and approve, as necessary, in a timely manner the reports, surveys, and other documents and each phase of work performed by CONSULTANT. CITY’s estimated time of review and approval will be furnished to CONSULTANT at the time of submission of each phase of work, as needed. CONSULTANT acknowledges and understands that the interrelated exchange of information among CITY’s various departments makes it extremely difficult for CITY to firmly establish the time of each review and approval task. CITY’s 990603 syn 0071643 4 failure to review and approve within the estimated time schedule will not constitute a default under this Contract. 4.3 cARL YEATS, the Director of the Administrative Services Department, on behalf of the City Manager, and GRANT KOLLING, Senior Assistant City Attorney, on behalf of the City Attorney, will represent CITY for all purposes under this Contract, and they are designated, collectively, as the project manager. The project manager will supervise the performance, progress, and execution of the Sez-vices, and will be assisted by Melissa Cavallo, Assistant Director of Administrative Services, and Shannon Gaffney, Senior Financial Analyst, and such other individuals as may be designated by the City Manager. 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY will use reasonable efforts to give written notice thereof to CONSULTANT in a timely manner. SECTION 5.COMPENSATION 5.1 CITY will compensate CONSULTANT for the following services and work: 5.1.1 In consideration of the full performance of the Services in connection with negotiations conducted with the cable franchisee on an informal basis consistent with the applicable 1984 and 1992 federal cable act laws, including any authorized reimbursable expenses, CITY will pay CONSULTANT a fee not to exceed One Hundred Two Thousand Two Hundred Fifty Dollars ($102,250.00). The amount of compensation will be calculated in accordance with the hourly rate schedule set forth in Exhibit "B", on a time and materials basis, up to the maximum amount set forth in this Contract. The fees of the subconsultants, Who have direct contractual relationships with CONSULTANT, will be approved, in advance, by~ CITY. CITY reserves the right to refuse payment of such fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 In consideration of the full performance of optional Services in connection with negotiations with the cable franchisee conducted on a formal basis consistent with the applicable 1984 and 1992 federal cable act laws, the amount of compensation set forth in Exhibit "B" will not exceed Fifteen Thousand Three Hundred Dollars ($15,300.00). The rate schedules may be updated by CONSULTANT only once each calendar year, and the rate schedules will not become effective for purposes of this Contract, unless and until CONSULTANT gives CITY thirty (30) days’ prior written notice of the effective date of any revised rate schedule. 5.2 The schedule of payments will be made as follows: 5.2.1 Payment of the Services will be made in monthly progress payments in proportion to the quantum of services 990603 syn 0071643 5 performed, or in accordance with any other schedule of payment mutually agreed upon by the parties, as set forth in Exhibit ~B", or within thirty (30) days of submission, in triplicate, of such requests if a schedule of payment is not specified. Final payment will be made by CITY after CONSULTANT has submitted all reports, surveys, and other documents, including, without limitation, reports which have been approved by the project manager. 5.2.2 Payment of the Optional Services will be made in monthly progress payments for services rendered, within thirty (30) days of submission,~ in triplicate, of such requests. SECTION 6.ACCOUNTING. AUDITS, OWNERSHIP OF RECORDS 6.1 Records of the direct personnel expenses and expenses incurred in connection with the performance of Services and the optional Services listed in Exhibit ~B" will be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and will be made available t~ CITY for auditing purposes at mutually convenient times during the term of this Contract and for three (3) years following the expiration or earlier termination of this Contract. 6.2 The originals of the reports, surveys, and other documents prepared by or under the direction of CONSULTANT in the performance of this Contract will become the property of CITY, irrespective of whether the Services are completed, upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will be delivered to CITY without additional compensation. SECTION 7.INDEMNITY 7.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents, from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONSULTANT’s, its officers’, agents’, consultants’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT in the performance of or failure to perform its obligations under this Contract. SECTION 8. WAIVERS 8.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract or of the provisions of any ordinance or law will not be deemed to be a waiver of any such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will 990603 syn 0071643 6 not be deemed to be a waiver of any preceding breach or violation by the other party of any covenant, term, condition or provision of this Contract or of any applicable law or ordinance. 8.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION 9. INSURANCE 9.1 CONSULTANT, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring CONSULTANT and its consultants, if any, and, with the exception of workers’ compensation, employer’s liability and professional liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. 9.2 All insurance coverage required hereunder will be provided through carriers with .Best’s Key Rating Guide ratlngs of A:VII or higher which are admitted to transact insurance business in the State of California. Any and all consultants of CONSULTANT retained to perform Services under this Contract will obtain and maintain, in full force and . effect during the term of this Contract, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 9.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with the CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 9.4 The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. 990603 syn 0071643 7 SECTION i0.WORKERS’ COMPENSATION I0.I CONSULTANT, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing the performance of the Services. Services SECTION ii. TERMINATION OR SUSPENSION OF CONTRACT OR ii.I The City Manager and the City Attorney,on behalf of the City, may suspendthe performance of the Services,in whole or in part, or terminate this Contract, with or without cause,by giving thirty (30)days’ prior written notice thereof to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of Services. Upon receipt of such n%tice, CONSULTANT will immediately discontinue its performance under this Contract. 11.2 CONSULTANT may terminate this Contract or suspend its execution of the Services by giving thirty (30) days’ prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY or in the event CITY indefinitely withholds or withdraws its request for the initiation or the continuation of Services. 11.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the Services and the optional Services performed and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additional and reimbursable expenses then due. If the Services are resumed after they have been suspended for more than 180 days, any change in CONSULTANT’s compensation will be subject to renegotiation and, if necessary, approval of CITY’s City Council. If this Contract is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY, as such determination may be made by the city manager in the reasonable exercise of’ her discretion. 11.4 In the event of termination of this Contract or suspension of work on the Services by CITY where CONSULTANT is not in default, CONSULTANT will receive compensation as follows: 11.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized under this Contract. 11.4.2 For approved items of services on which a notice to proceed is issued by CITY, but which are not fully 990603 syn 0071643 8 performed, CONSULTANT will be compensated for each item of service in an amount which bears the same ratio to the total fee otherwise payable for the performance of the service as the quantum of service actually rendered bears to the services necessary for the full performance of that item of service. 11.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed the payment specified under Section 5 for the respective Services and optional Services to be furnished by CONSULTANT. 11.5 Upon such suspension or termination, CONSULTANT will deliver to the city manager immediately any and all copies of the reports, surveys, and other documents, whether or not completed, prepared by CONSULTANT or its consultants, if any, or given to CONSULTANT or its consultants, if any, in connection with this Contract. Such materials will become the property of CITY. 11.6 The failure of CITY to agree with CONSULTANT’s independent findings, conclusions, or recommendations, if th~ same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONSULTANT to fulfill its obligations under this Contract. SECTIQN 12.ASSIGNMENT 12.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of CITY will be void and, at the option of the City Manager and City Attorney,. this Contract may be terminated. This Contract will not be assignable by operation of law. SECTIQN 13. NOTICES 13.1 All notices hereunder will be given, in writing, and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above 990603 syn 0071643 SECTION 14. CONFLICT OF INTEREST 14.1 In accepting this Contract, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 14.2 CONSULTANT further covenants that, in the performance of this Contract, it will not employ consultants or other persons having such an interest mentioned above. CONSULTANT certifies that no one who has or will have any financial interest under this Contract is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. SECTION 15r~NONDISCRIMINATION 15.1 As set forth in the Palo ~Alto Municipal Cod~, no discrimination will be made in the employment of persons under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONSULTANT agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY as set forth in Exhibit "D". 15.2 CONSULTANT agrees that each contract for services from independent providers will contain a provision substantially as follows: "[Name of Provider] will provide CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person." 15.3 If CONSULTANT is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, or both. Only 990603 syn 0071643 10 a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Contract. 15.4 If CONSULTANT is found in default of the nondiscrimination provisions of this Contract, CONSULTANT will be found in material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct from the amount payable to CONSULTANT the sum of two hundred fifty dollars ($250) for each calendar day during which CONSULTANT is not in compliance with this provision as damages for breach of contract, or both. SECTION 16.MISCELLANEOUS PROVISIONS 16.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT will comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. 16.2 Upon the separate agreement of the parties, any controversy or claim arising out of or relating to this Contract may be settled by non-binding arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 16.3 This Contract will be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law. 16.4 In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 16.5 The prevailing party in any action brought to enforce the terms of this Contract or arising out of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 16.6 This document represents the entire and integrated Contract between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 16.7 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 990603 syn 0071643 11 16.8 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants, as the case may be, of the parties. 16.9 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. .16.10 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 16.11 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same "instrument. , 16.12 All communications between the parties shall be conducted in a manner that protects and is intended to protect the confidential nature of such communications. CONSULTANT acknowledges and agrees that the CITY seeks to protect any and all communications with CONSULTANT under applicable laws, and CONSULTANT agrees to maintain the confidentiality of any and all communications with CITY, its Council members and its employees, as practicable. 16.13 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in theevent that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer available. This’Section 16.12 will take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. ////////////// 990603 syn 0071643 12 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract in Palo Alto, County of Santa Clara, California on the date first above written. CITY OF PALO ALTO THE BUSKE General , a California :nershi City Manager City Attorney B Name: Sue Mi .er Buske Title: Partner Director of Administrative Services Insurance Review Taxpayer Identification No, 68-0265020 (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a corporation. In the alternative, a certified,corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) Attachments : EXHIBIT "A": EXHIBIT "B" : EXHIBIT "C" : EXHIBIT "D" : SCOPE OF SERVICES &TIME SCHEDULE RATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 990603 syn 0071643 13 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) WITNESS my hand and official seal. 990603 syn 0071643 14 EXHIBIT ~A" EXHIBIT "A" SCOPE OF SERVICES Consultant shall perform the followi.ng services in connection with the renewal of the CATV franchise and any transfer of the CATV franchise that may arise in connection with the renewal. Ao Dev’elop a Franchise Renewal Work Plan and Negotiation Strategies for the Implementation of that Plan. a)Conduct a detailed review and written evaluation of the City’s existing franchise with Cable Communications Cooperative of Palo Alto, Inc. (Cable Co-op) and any other documents that affect Cable Co-op’s franchise obligations and or the franchising process and work with City staff to: a.Devise a timeline with adequate time for negotiation and execution of reasonable cost-effective renewal procedures consistent with federal, state, and local laws; and b.Work with the City Attorney to identify areas’in existing and proposed governing documents that can be improved and advise how those areas can be enhanced, consistent with the 1984 and 1992 Cable Acts and enable the franchise process to move forward smoothly. Bo c.Prepare a to City sta Provide a written and Assessment written report of the review and provide feedback ff report after conducting a Technical Inspection of the Cable System ¯1.Phase I - Physical Plant Assessment Perform an on-site field investigation of the existing cable system for conformity with required.codes and standards, determine consistency of their documentation with the existing plant, and maintain a log documenting the results, citing any code violation or abnormal construction practices. The inspection will include but not be limited to the following: the cable plant; .- trunk and feeder system including wires, etc.; subscriber installations; and the headend and central control equipment. b.Provide a comprehensive written report of the results of the assessment. Page 1 RFP NO. 113875 ~ s:lclklcablelscope dac BJK O01141-O1 EXHIBIT "A" SCOPE OF SERVICES 2.Phase II - Elect~’ical Plant Assessment a..Inspect all key electronic facilities of the cable system, including the headend and hub sites and determine the types, quantities, and general operational status of the electronic equipment associated with the headend and distribution network. Review Cable Co-op’s FCC pr.oof of performance data for the last two testing periods and ensure historical testing practices are consistent with FCC rules and accepted procedures. Determine if the system is consistent with the documentation and requirements of the franchise agreement. ’ At a minimum of five sites, work with C’able Co-op and" City staff to oversee and monitor tests of the system’s performance. Verify conformance with City test standards and those of the FCCTests will include the measurement of carrier-to-noise, carrier-to-composite distortion, signal levels, subjective viewing quality, and other key parameters as may be required. (In the event there is any question regarding testing methodology, an understanding between all parties involved in the testing would be reached prior to test performance). 3.Provide a comprehensive written report of the results of the assessment. Evaluate the Past Performance of the Cable Co-op ¯ Work with City staff to develop a review of Cable Co-op’s compliance with existing franchise and provide assurance that members of the public have received all benefits of the existing franchise. 2.Conduct a financial analysis of the existing system that includes: ¯review of financial history and financial qualifications ¯review of financial projections; and Franchise fee payment review. Page 2 RFP NO. 113875 ~,, s:lclklcablelscope,do¢ BJK 001141-01 EXHIBIT "A" SCOPE OF SERVICES o Review the financial history and financial qualifications of Cable Co-op. Calculate financial statistics, compare with industry norms, and provide a summary to the City early on in the process of the franchise renewal. ’ Prepare and request financial projections from Cable Co-op Establish a computerized model, generate an analysis of the information, and provide the City with various "what-if" scenarios that may arise during the renewal negotiations. Review the franchise fees and id~;ntify discrepancies in past payments, if any, and assist the City by enhancing its ability to plan for adjustments in requirements and reporting procedures. These discrepancies will be over and above any discrepancies identified by the audit conducted by the City Auditor or outside auditors. In order to do, the vendor will: Review the franchise agreement and pertinent ordinances, particularly the sections related to payment of franchise fees; Obtain and analyze any revenue reports submitted by the Cable Co-op to the City and reconcile these to franchise fee payments received by the City from Cable Co-op; o Perform certain reasonableness tests on the reported data; Obtain information from Cable Co-op and its independent auditor (the operator’s compliance with the request will allow for performance of the "following steps); o-Meet with appropria’te Cable Co-op representatives and review appropriate documents to: Clarify any issues arising from the review of filings submitted to the City; Understand the subscriber billing and collection system; Understand accounting procedures applied for non- subscriber revenues; Understand accounting policies for bad debts; Page 3 RFP NO. 113875 ~ s:lclklcablelscope,doc BJK 001141.01 EXHIBIT "A" SCOPE OF SERVICES Understand procedures for allocating revenues to particular members of the Joint Powers Authority (JPA); Identify any revenue items that were excluded from the reported revenues, based on Cable Co-op’s understanding of what is to be included in "gross revenues"; and Reconcile the revenues .reported to the City to those shown in Cable Co-op’s general ledger for the system; If necessary, meet with representatives or’ Cable Co-op independent auditor to understand procedures performed to audit gt’oss revenues at the level of the local system; ., Preparation and delivery of a draft letter to the City that: Documents any discrepancies identified in the previous steps that indicate underpayments or overpayments of franchise fees under the existing franchise requirements; Specifies ordinance and/or franchise agreement changes that could remove reporting problems in the future; and Recommends revisions in reporting proc’edures, if appropriate; Review f.he draft letter with appropriate City staff and Cable Co-op representatives; and Submit the finalized letter report to the City. Determine level of customer satisfaction and review consumer complaints by performing the following tasks: examine all available complaint files held by the City and, to the extent possible from the Cable Co-op; review any customer service standards in effect and compare them to standards used in other California cities; solicit and review information from Cable Co-op specific to standards of operations such as procedures for handling customer complaints and service, and "tracking" of customer complaints; Page 4 RFP NO. 113875 ~,. s:lclklcablelscope.doc BJK 001141-OI EXHIBIT "A" SCOPE OF SERVICES Do ° ¯prepare a quesiionnaire and conduct a customer satisfaction telephone survey to assess attitudes about current levels of service; and ¯provide an oral report and memo documenting the outcome of the review of complaint files, customer service standards and level of customer satisfaction. Review of current public, education, and government(PEG) access channels, equipment, facilities, and service ¯prepare and distribute questionnaires to be completed by staff of PEG access operations; ¯prepare and distribute o~uestionnaires to be completed by community producers; o interview staff persons responsible for the operation of PEG access channels; collect and analyze all data from questionnaire responses and interviews including feedback from the Mid-Peninsula Access Corporation’s(MPAC) board of directors; o determine the level of compliance of the commitments of Cable Co-op that relate to PEG access; o evaluate the reported activity levels and original programming figures for PEG access; and °prepare and submit a report including a section regarding the evaluation of PEG access facilities, equi’pment and operations. Identify Future Community Cable Related Needs and Interests. 1. Telephone survey of cable subscribers and non-subscribers. 2.Conduct a series of eight (8) structured workshops at .various locations throughout the City. 3.Collect and analyze strategic and long-range plans prepared by San Francisco Bay Area government agencies, educational institutions, and organizations. 4.Conduct special meetings and personal interviews of groups who were not able to participate in the workshops. 5.Attend public hearings to address cable operator’s past performance and the community’s future cable:related needs. Page 5 RFP NO 113875 ~. $:lclklcablelscope.doc BJK OO1141.O1 EXHIBIT "A" SCOPE OF SERVICES Fo 6.Prepare written rel~orts reflecting the telephone survey, focus group meetings, input from interviews, strategic and long range plans and public hearing testimony. Identify Franchise Renewal Goals, Develop Proposed Franchise Provisions, and Draft Model Franchise and Ordinance. 1.Assist the City in developing the substance of proposed- franchise provisions it will seek through negotiations. This document may include: , system upgrade, rebuild and extension; construction and design; technical standards; programming; management and staffing; customer service; o PEG access support; and ¯other services. 2. Develop franchise monitoring and enforcement procedures. 3.Recommend franchise provisions that ensure that the system will be upgraded in the future. 4.Develop a draft model franchise and ordinance with outside counsel. Facilitate negotiation of franchise renewal. 1.Assist development of negotiation strategy and conduct of negotiations’ form a negotiating team of City staff, JPA, and consultant; o have preparatory’ meetings with Cable Co-op; request written proposals from Cable Co-op on various elements of the services, equipment and facilities which it proposes to provide during the term of the new franchise agreement; Page 6 RFP NO. 113875 $:lclklcablelscope doc BJK 00 EXHIBIT"A" SCOPE OF SERVICES hold meetings to reach agreement on any necessary modifications to the City’s proposed franchise elements; ~use the forum of negotiating meetings to request review, evaluate, discuss, and approve information from the cable operator regarding its technical, legal, and financial qualifications; and hold a public hearing to afford the public the opportunity to comment on the agreement and drafted documents. 2. Provide advice to the City during negotiation process. 3. Prepare a request for renewal proposal document (optional). 4.Analyze and evaluate all a~;pects of the renewal.proposal (optional). Franchise Transfer 1.Review FCC Form 394 filed by prospective new owners, T.C.I. and A.T.&T.; 2.Review other associated documents, such as the transfer of assets agreements and associated financial documents; 3.Communicate with designated staff to identify franchise compliance issues, if any; 4.Communicate With designated City staff regarding other ancillary issues (for example rate issues), if any, that staff has identified; 5. Prepare a written report outlining findings; 6.Qutside counsel will be responsible for drafting a transfer of ownership agreement (if necessary) and a transfer of ownership resolution for adoption by City Council; 7.Provide other assistance as needed related to the transfer of ownership as requested by City staff. RFP NO. 113875 s’l¢lklcablelscope Page 7 0 ~ EXHIBIT Task Prof. Consultant(1) Hours Fees Costs ’Total Develop Franchise Renewal Work Plan and Negotiation Strategies to Implement Plan B. Technical Inspection C. Evaluate Past Pedormance Franchise Compliance Financial Analysis a. Review Financial History/Qualifications b. Review Financial Projections c. Franchise Fee Review 3. Determine Level of Customer Satisfaction, Review Complaints 4. PEG Access Review Buske :32 Buske 4 Engineer 80 Buske 20 Cannady 12 Can~ady 20 Cannady 40 Buske 16 VanDalsen 32 Wilson (survey; see below) Buske 8 VanDalsen 12 $3,200 5300(2) $400 $10,000 incl. $2,000 $200(2) $3,500 ; $4OO lO,OO0 $1o,4oo 52,200 $1,800 $100(3)1,900 $3,000 3,000 $6,000 $1,600(2)7,600 $1,600 $200(2)1,800 52,400 2,400 5800 3200(2)1,000 $900 $200(2)1 100 $21,000 Identify Future Needs’ and Interests 1. Telephone Survey 2. Conduct Workshops 3.Analyze Plans 4.Meetings/Interviews 5.Public Hearing 6.Write Reports Wilson VanDalsen Buske Johnson (datainput) VanDalsen Buske Buske Buske VanDalsen 400 telephone interviews (includes long distance charges) 16 52 40 40 10 16 8 24 40 $1,200 $5,200 $500(2) $3,000 Sl,000(2) $1,200 $750 $1,600 5800 52,400 53,000 $200(2) $200(2) $8,600 1,200 5,700 . 4,000 1,200 75O 1,800 1,000 2.400 $29,650 Page I Task Prof. Consultant(/) Hours Fees Costs Total Fo Identify Franchise Renewal Buske Goals, Develop Positions, Draft Franchise & Ordinance Facilitate Negotiation of. Franchise Renewal Buske (OPTIONAL) If Informal Negotiations Fail: Prepare RFRP Buske 70 $7,000 $300(3)$7,300 220(4)$22,000 $2,000(2)$24,000 so $5,000 $30012) $5,300 Evaluate Proposal Buske 40 $4,000 $4,000 Cannady 20 $3,000 3, 000 Engineer 30 $3,000 3, 000 - $ 6,400.00"G. .Franchise-Transfe~ - FOOTNOTES T~ PROPOSED PROJECT BUDGET-: Fees are estimated on an hourly basis as follows: Buske @ $100/hour; Cannady @ $150/houri Van Dalsen @ $75/hour; Johnson @ $75/hour; Engineer @ $100/hour, Data Input @. $30/hour. 2.Includes travel, lodging, meals, and associated costs such as clerical, telephone, and postage. *5. Clerical, telephone, printing, postage, etc. Assumes that Buske will participate in 10 two-day on-site negotiation sessions with the Cable Co-op (160 hours), preceded by four hours of preparation for each two-day session (40 hours total), ". and followed by two and one-half days of post-negotiation work (20 hours total). Buske Group to work with Attorney Tim Lay to coordinate the transfer and renewal processes. Mr. Lay’s fees a#e not included in this ~chedule of proposed costs. Page 2 EXHIBIT EXHIBIT "C" %0( 05/18/99 Tr~ 1;):48 F~T 916 383 0872 e THIS CERTIFICATE IS ISSUED AS A MATTERONLYAND CONFERS NO RIGH’rs UPON THEHOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND ALTER THE COVERAGE AFFORDED BY COMPANIES AFFORDING COVE~P~GE B C(~JPANY C CCk~ANY D 2112199 21121S9 2112/00 2/1210Q I~E CITY OF P~LO ~LTO, ITS OFFICERS AHD E~PLOYEES ARE H&UED POLICy ¢Ok"TAIHS PRIIU~RY ~fORQIl~ AN~ I~O~S LIABILITY CLAUSE 05/18/99 T’L"E 13:49 F,LX 916 38,.1 0872 ~PECIAL BROAD FORM COMt~ jIAL : GENERAL LIABILITY F..NDORS~";..NT ’ .This provision 7. does not apply if COVERAGE C, MEDICAL PAYMENTS Is excluded either by the proyisione of the Coverage Part or by endol~emant. SUPPLEMENTARY PAYMENTS (COVERAGES A and B) SUPPLF=MENTARY PAYMENTS In the SUPPLEMENTARY PAYMENTS - COVERAGES A and B provision: (1) The limit for the cost of bail bonds is changed from $250 to $1,000; and (2) The limit for Ios~ el earnings is changed from $100 a day to $260 a day. WHO IS AN INSURED ADDITIONAL INSUREDS BY CONTRACT, AGREEMENT OR PERMIT WHO IS AN INSURED (SectJon II) is amended to Include ~ an Insured any person or organization with whom you agreed, because of a written contract or agreement or permit, to provide insurance such as is afforded under this policy, but only with respect to your operations, "your work" or facil~es owned or used by you. b, This provision 9, does not apply: (1) (2) (3) Unless the written contract or agreement has been executed or permit h~s been issued prior to the "bodily Injury," "property damage," "personal injury" or"adve~sing Injury;" To any person or organization Included as an Insured under provision 10.; or ’ To any person or organization Included as an Insured by an indorsement Issued by us and made a part of this Cover~g~ Part. When an enginee’r, aichitect or surveyor becomes an insured under pmvlslon 9. a., the following additional exclusion applies: "Bodily Injury," "proper~ ~z~mage," "personal injury" or "advertJslng inJu’r~" adsing out of the rendering of or the failure to render any pro~lonal services by or for you, Including: (1)The preparing, approving, or falling to prepare or ,approve maps, drawings, oplnlons, reports, surveys, change orders, designs or specifications; and (2) Supe~sory, Inapec~n, or engineering services. d.’When a lessor of leased ~ulpment becomes an insured under provision g, a., the following additional exduslons. .apply: (1) ’To any "occurrence" which =kas place after the equipment lease expires; or" (;~) To "bodily Injury" or"prope~ damage" arising out’of the sole negligence Of the les~or. ¯ When owners or other interests from whom land has been leased become an insure.d under provision g. a.; the following edd’r~onal exclusions apply: .. (!) ’Any "occurrence" which takes place e.fter you cease to Is, see that land; or Page 4 of g Form HO 26 00 10 g$ Printed In U.S.A. (1~15). 05/18/99 TL’E 13:49 FA..’[ 916 383 0872 PICI~"TT ROT]t~0LZ ~]0, ¯,.. F..NERAL LIABILri3’ ENDORSEMFJ (2)5’InJcturai alterations, new construction or demol~on operations performed by or on behalf of the owners or other interests from whom land has been leased. When managers or lessors of premises become an insured under provision 9. a., the following additional exclusions apply: (1) An.y.."ocourrenca" which t~kes place after you cease to be a tenant In that pr~mises; or (2)Structural alterations, new construction or demoli~on operations performed by or on behalf of the manager or lessors of the premises. 10.ADD~ONALIRSUREDoBROADFORMVENDORS WHO IS AN INSU.RED (Section I1) is amended to Include any person or organization with whom you agreed, because of a written ¢ontn~c~ or agreement to provide insurutca, ~ only with respect to "bodily Injury". cr "property damage" arising out of "your products" which are distributed or sold In the regular ourse of the vendor’s business, subject to the following edditionaJ exclusions: (1) The Insurance afforded the vendor does not apply to: ., (t) "Bodily Injury" or "property damage" for which the resider is obligated to pay damages by reason of the assumption of liability In a contract or agreement. This. exclusion does not apply to liability for damage that the vendor would have in the absence of the contract or agreement; (ii) Any express warranty unauthorized by you; (~ii) Any physical or chemical change in the product made IntenlJonally by’ the vendo~ (iv) Repack,aging, unless unpacked solely for the purpose of Inspe~on, demons~tion, t~ting, or substitution of pan under Instructions from the manufacturer, and then repeckaged In the original container;, (v) AJ~y fa~ure to make such Inspections, adjustments, tests or servicing as the vendor has agreed to make or normally underl~kes to make in the usual course of business, In conhe~ion with the dis~ibutJon or sale of the products; (vi)Demonstration, Installation, servicing or repair operations, except such operations I:~rformed at the vendors premises in conne~on with the ~le of the product; (vii)Products which, after distrib~ol~ or sale by you, have been labeled or’relabeled or used as e ontainer, part or Ingre¢ent o! any other thing or substance by or for the vendor. (2)This insurance" does not apply to shy insured person or organLzJ~on, from whom you have acquired such products, or any Ingredient, part or container, enteflng Into, accomgapying or containing such products, (3) This provision 10, does not apply to any vendor Included as ~,n Insured by an endorsement Issued by us and made a pert of this Coverage Part. This provislon 10. does not apply if "bodily Injury" or "property damage" included w~in the "products- corn. plated operations hazard" Is excluded either by the provisions of the Coverage Part .or by’ .endorsement. 11.BROAD FORM NAMED INSURED WrlO IS AN INSURED (Section II) is amended by adding Paragraph 2. ®.: 2. e. Any’ subsidiary and su~sidia~ thereof, of yours which is s legally i.ncorporated entity of which you own e financiaJ intaresi of more than 50% of the voting stock, on the effective d~te of’ the Coverage Pert. ’The insurance afforded herein for any’ subsidi~r~ not named in this Coverage Part es a named Insured does not apply to Injury or damage with respect to which an insured under this Coverage P~rt Is also an Insured under another policy or would be an Insured under such policy but for its termination or the exhaustion of Its limits of insurance, Form HC 26 oo 10 g3 Printed In U.S.A. (NS) Pag~ 5 of g INSURANCE MAY P.O. BOX 420807, SAN FRANCISCO, CA 94142-0807 ::.:-. ~.~,,-. cER~’IFICATE OF WORKERS’ COMPENSATION INSURANCE CITY’OF PALO ALTO ATTN: DONNA ROGERS CITY CLERK’S OFFICE~- ~ PO BOX 10250 PALO.ALTO CA 94303 ~ POLICY NUMBER: CERTIFICATE EXPIRES: 1385193 - 99 3-i-00 E~PLOYER’ BUSKE~ MILLER SUE &VAN DALSEN~ RANDY (PARTNERS) DBA:THE BUSKE"GROUP ’J’ STy, STE 201 "SACRAMENTO ’CA’~"95816 " EXHIBIT "D" EXHIBIT "D" PROJECT TITLE: CONSULTATION SERVICES FOR REFRANCHISING SERVICES Certii’ic.tion or b’ondiscrimin-~ti0n: As suppliers of’goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment with regards to age, race, color," reli~on, sex, national odin, ancestry, disability, or sexual pre~’erence; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment.. Firm:The Buske Group DATE: 3-19-99 Title of Officer Si S ident RFP NO. 113875 Attachment B ORDINANCE NO. ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO AMENDING THE BUDGET FOR THE FISCAL YEAR 1998-99 TO PROVIDE AN ADDITIONAL APPROPRIATION OF $32,475 FOR SERVICES ASSOCIATED WITH THE CABLE REFRANCHISING RENEWAL PROCEEDINGS AND FOR THE TRANSFER OF OWNERSHIP OF THE CABLE FRANCHISE WHEREAS, pursuant to the provisions of Section 12 of Article III of the Charter of the City of Palo Alto, the Council on June 22, 1998 did adopt a budget for fiscal year 1998-99; and WHEREAS, the franchise agreement between the City of Palo Alto and the Cable Communications Cooperative of Palo Alto, Inc. (Cable Co-op) expires on March 21, 2001, and Cable Co-op has requested the City to commence renewal proceedings; and WHEREAS, Cable Co-op has indicated it will be sold to AT&T Broadband and Internet Services, which sale will initiate a review process regarding the proposed transfer of ownership proceedings; and WHEREAS, staff has acquired consultant services to assist with the processes at a cost of $132,475, of which $i00,000 was included in the 1998-99 Adopted Budget non-salary contingency and additional funding of $32,475 is needed for attorney and consultant services; and WHEREAS, City Council authorization is needed to amend the 1998-99 budget as hereinafter set forth. NOW, THEREFORE, the Council of the City of Palo Alto does ORDAIN as follows: SECTION i. The sum of Thirty Two Thousand Four Hundred Seventy Five Dollars ($32,475) is hereby appropriated: $12,475 to non-salary expenses in the Administrative Functional Area in the Administrative Services Department, and $20,000 to non-salary expenses in the Consultation and Advisory Functional Area in the City Attorney’s Office; the Budget Stabilization Reserve is correspondingly reduced. SECTION 2. This transaction will reduce the Stabilization Reserve from $18,910,363 to $18,877,888. Budget SECTION 3. As specified in Section 2.28.080(a) of the Palo Alto Municipal Code, a two-thirds vote of the City Council is required to adopt this ordinance. ~. The Council of the City of Palo Alto hereby finds that this is not a project under the California Environmental Quality Act and, therefore, no environmental impact assessment is necessary. SECTION 5. As provided in Section 2.04.350 of the Palo Alto Municipal Code, this ordinance shall become effective upon adoption. INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST:~APPROVED: City Clerk Mayor APPROVED AS TO FORM:City Manager Senior Asst. City Attorney Director of Services Administrative S : \ AS D \ BUDGET \ 9 8 9 9 BU~ 1 \ 9 9 BAO~ 1 \WORDPERF \ CABLCOOP. WPD Attachment C Budget Amendment Ordinances Impacting General Fund Reserves Approved To Date in 1998-99 ~mated B~nn~g Budget S~bffi~tion R~e~e (BSR) Balance $19,050,591 Adopted Budget Addition to BSR $1,378,606 Reduction in Rental Income from Utilities Due to Relocation of Utilities Engineering and Creation of Capital Improvement Project 19921, Relocation / Consolidation of Level A Storage Unified School District for Lease and Covenant Not to Develop for an Extended Day Care Center at the New Hoover Salary and Benefit Increases Retroactive to May 1, 1998 for Classified Personnel (SEIU) * Salary and Benefit Increase Retroactive to July i, 1998 for Police Personnel Resources to the Planning and Community Environment Interim Historic Inventory Consultant Interim Historic Regulations Administration Phase 1 - San Francisquito Creek Bank Stabilization and Revcgitation Study Reclassification of CDBG Position to Senior Planner Position Acquire Leased Space and Cover Associated Support Costs for a One-Stop Development Center at 285 Hamilton Avenue Recruitment Assistance Formation of Library Advisory Commission Golf Course Clubhouse and Related Improvements ($231,700)($23,1,700)($221,000) ($34,792)($34,792)($36,000) ($260,000)($260,000)($702,000) ($182,200)($182,200)($265,000) ($488,364)$300,000 ($188,364)(S410,743) ($437,400)($437,400) ($269,600)($269,600) ($112,500)($112,500) ($7,400)($7,400) ($506,979)($506,979)($370,000) ($60,000)($60,000) ($22,500)($22,500) $33,430 $33,430 ($14,280) Salary and Benefit Increases Retroactive to July 1, 1998 for Management and Confidential Employees Emergency Repairs (Basements, Creek, Arastradero Pres.) Emergency Management Plan Implementation Automatic Public Toilets ($334,000)($334,000)($624,900) ($142,895)($142,895) ($238,000)($238,000) ($308,500)$200,000 ($108,500)$294,000 ($106,000)($106,000)$140,000 Legal Contract Services ($50,000)($50,000) Midyear Adjustment $1,830,594 $1,830,594 Public Safety Building Capital Project Number 19820 . ($90,028)($90,028) Cable Franchising Renewal ($132,475)$100,000 ($32,475) TotalBAOs .....($2,151,309)$600,1100.’ . .($1,55!/31D): : ’($2,209,923) BSR Balance After BAO’s $18,877,888 S: ASDkBudget\1998-99 Budget\99BAOkBAO99 * The estimated increase for the SEIU agreement in 1999-2000 is the cumulative increase beyond the 1998-99 Adopted Budget.