HomeMy WebLinkAbout520299 TELECOMMUNICATIONS RESEARCH CORP - CONTRACT - RFP - 7466 CABLE TV FRANCHISE RENEWAL CONSULTING SERVICEPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below, by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City" and Telecommunications Research Corporation, hereinafter referred to
as 'Professional'.
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed
by and between the parties hereto as follows:
1. Scope of Services. The Professional agrees to provide services in accordance
with the scope of services attached hereto as Exhibit "A", consisting of seventeen (17) pages,
and incorporated herein by this reference. Irrespective of references in Exhibit A to certain
named third parties, Professional shall be solely responsible for performance of all duties
hereunder.
a. Subcontractors: Professional may subcontract certain portions of the Work in
accordance with Exhibit A by providing notice to the City of its intent to do so. If any of
the Work is subcontracted hereunder (with the consent of the City), then the following
provisions shall apply: (a)'the, subcontractor must be a reputable, qualified firm with an
established record of successful performance in its respective trade performing identical
or substantially similar work, (b) the subcontractor will be required to comply with all
applicable terms of this Agreement, (c) the subcontract will not create any contractual
relationship between any such subcontractor and the City, nor will it obligate the City to
pay or see to the payment of any subcontractor, (d) the work of the subcontractor will be
subject to inspection by the City to the same extent as the work of the Professional, and
(e) all subcontractors are also bound by duties under Exhibit D Confidentiality.
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a. Demographic data for the City;
b. Descriptive documents about organizations that currently, traditionally or that could
have cable -related needs;
c. Existing organizational reports and/or position papers related to cable, video, PEG
Access and allied telecommunications subject areas;
d. Any applicable documents from Comcast pertaining to its current approach to the
needs of various Communities; and
e. Any other pertinent materials, documents, correspondence or minutes which are
germane to this process.
Based on our previous work in Fort Collins and around the country, Professional anticipates that
targeted Communities could include:
o City residents
o City agencies and staff
o Access Channel Program Providers and Producers
o Public schools
o Parochial and private schools
o Higher Education institutions and trade schools
o Libraries and museums
o Business and industrial organizations, including the Chamber of Commerce
o Non -Profits
o Ethnic and cultural organizations
o Hospitals, clinics, healthcare facilities and allied organizations
o Community centers
o Senior centers/organizations
o Public transportation agencies
o Other pertinent groups identified as a result of the ascertainment process
Once identified and categorized, Professional and her Team Partners will work with the City to
determine any additional contact information for appropriate representatives that was not
discerned during the review process, and then schedule ascertainment activities as described
below.
Needs Assessment Information Gathering Methodologies
The most intensive part of the ascertainment process is the information gathering stage. Obtaining
clear and comprehensive input from all necessary representative constituencies is critical to the
success of the ascertainment effort and the validity and utility of the resulting information and
recommendations.
The majority of the input will be ascertained using the various tools that Professional would work
with the City to employ. These tools, as more fully described under various Task elements herein,
include written and web -based surveys, interviews, on -site reviews, public meetings and other
assessment methods.
Residential Community Survey
Professional, CBG and River Oaks will work as a highly effective expert team to perform and
analyze the written survey -based and/or Internet (web) survey -based ascertainment of cable -
related attitudes, opinions, needs and interests within the City. This will include all work from
sample development through survey instrument design to information gathering, results
tabulation, findings analysis and report generation. Specifically, the research team will perform
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the following tasks
1) Written Survey Sample Development — Professional, River Oaks and CBG will first work
with the City to develop a random sample of City residential households. This can be
developed from the latest US Postal Service database, City water and sewer billing and
connection lists, City real estate assessment lists or other appropriate databases. Copying,
printing, and sending and receiving mailing costs will be the responsibility of the City (typically
surveys are sent via first class mail to reinforce their importance, but are received back by
business mail permit or another low cost means).
With approximately 140,000 residents in the City, and in order to ensure a valid survey
response for the City, Professional recommends that approximately 4,000 mailings be made,
with 10% or more surveys being returned (representing subscribers and non -subscribers). This
will provide a response rate of at least 400 with valid statistical data for the City as a whole and
a margin of error with plus or minus 5 points, giving a high degree of confidence in the findings
for decision -making and going forward with a franchise agreement.
Moreover, while many statisticians agree that mail surveys typically result in a 10% rate of
return, we have found that topics such as cable, broadband and telecommunications typically
generate more interest and have had rates of return in the 20% or higher range. That said, we
have been conservative and are using the 10% rate of return figure.
2) Survey Instrument Design — Professional will work with the City to develop a survey
instrument that will provide statistically accurate data and will facilitate a thorough and
comprehensive analysis for the City.
Questions would focus on critical issues such as
• Overall satisfaction with Comcast's service
• Picture and audio quality
• Satisfaction level with installation and service response times
• Satisfaction level with a variety of telephone -based and other customer service
issues
• Satisfaction level with frequency of outages and degraded signals and the
associated repair response times
• The need for recent and emerging cable television -based services, such as ITV
(interactive television) and additional digital services
• Use of broadband (including types and applications)
• Other issues determined through discussion with the City
The written survey instrument would be up to 2 legal size pages in length (front and back), with
questions for both subscribers and non -subscribers and include up to four (4) open coded
questions, depending upon the final determination by the City. The web -survey discussed
below would be a companion instrument structured similarly to the written -based instrument.
A number of background questions will also be asked in the random survey to understand the
survey respondents in comparison to the demographics of Fort Collins as a whole. Questions
will be crafted such as the age of the respondent, the age of persons in the household, ethnicity,
household income, education level and gender. All of these items can be important in
correlating the results later in the analysis phase of the Project.
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The survey instrument will be designed, such that most questions will allow for answers to be
recorded using a simple check box format. This typically provides for the highest degree of
accuracy in information gathering. As indicated above, in other cases, open-ended questions
will be asked to allow respondents to add their unique perspectives.
3) Survey Methodology — The survey will be mailed out using City envelopes and letterhead to
ensure the most robust possible response (more households will respond to an official invitation).
Respondents will be given two full weeks to respond. Responses will be received at the City,
copied and then set to Professional for coding by her staff. Analysis will be performed on the
resulting data as described further below. Respondents are typically informed that individual
responses are held strictly confidential, with only group responses reported. All of the resulting
data will be coded and placed in data tables and provided to Professional, River Oaks and CBG for
analysis.
Town Hall Style Public Meetings
River Oaks and CBG will work with the City to establish and lead face-to-face and electronic (if
feasible) "town hall' style public meetings which will give the general citizens (both subscribers
and non -subscribers) another opportunity to participate in the information gathering process.
River Oaks and CBG will analyze the findings for inclusion in the Final Report. The topics
covered at the meetings will be designed to determine the cable, multimedia and broadband -
related attitudes, needs and interests of the randomly selected, invited and general attendees,
and will be similar to those in the surreys. These findings will then be incorporated into the
overall analysis.
We suggest three types of outreach efforts to ensure a diverse representation from the Fort
Collins area. Specifically, these are:
1. An invitation mailing to a random sample of households throughout the Fort Collins
franchise area. These randomly selected households will be directly invited to
participate in the town hall meeting, or file comments which can be built into the
analysis.
2. A second group of invitees can be selected from a list provided by the.City that it
believes would be important to be given an opportunity to attend and provide input,
and have not provided input through any other methodology employed in the study.
This could include, for example, neighborhood association presidents, civic leaders,
representatives from various community groups, etc.
3. The general population of the Fort Collins franchise area should be invited to attend
the town hall meeting. This would be accomplished through a variety of promotional
and advertising means using both traditional and new media tools. Such methods
would be used to promote awareness of the town hall meetings, educate, encourage
dialogue and advertise to the various Communities of Interest and the public at large.
At the outset, the various promotional elements will include:
o Public Service Announcements (PSAs) — River Oaks and CBG will work with
City staff to develop public service announcements that will provide outreach to
the community -at -large about the town hall public meeting. The PSAs for the
community -at -large would be designed so that they could be cross -promoted on
Access channels as well as run -of -schedule on commercial channels.
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o Web Announcements — Similar to the PSA information designed for the Access
and commercial channels, information about the town hall meeting can be
provided over the City website and various organizations.
o Newsletters — To the extent that organizational Communities of Interest publish
newsletters, promotional materials can be placed in the newsletters to focus on
the town hall meeting for participation by that particular Community of Interest, or
to the general community -at -large, as applicable.
o News Releases — A news release about the town hall meeting, including date,
time and location of meeting will also be developed and sent to both commercial
and non-profit media outlets for publication.
o Social Networking Site Use — Professional will work with the City to evaluate
the use of social media networks such as Facebook and Twitter to provide both
outreach concerning the town hall meeting as well as opportunities for providing
input about cable service both during the town hall meeting, as well as
throughout the process.
All of the information obtained from the town hall meeting will be documented and incorporated
into the overall Needs Assessment analysis and report.
Task #3. Prepare a written plan for the renewal process, accompanied by a
timeline.
River Oaks and CBG will work closely with the City to develop a written plan for the renewal
process accompanied by a timeline. The following is a proposed plan which will be tailored to meet
the City's needs and interests.
With respect to identifying the Future Cable -Related Community Needs and Interests of the City,
Professional, River Oaks and CBG will perform various facets of a Cable Television Community
Needs Assessment as follows:
• Gather information from Key Stakeholders.
• Prepare Survey instruments and survey City Departments, Poudre Valley and any other
relevant School Districts, K-12 Schools, CSU, Front Range Community College, the Library
and other Key Stakeholders and analyze/tabulate Survey responses.
• Prepare a Residential Subscriber/Non-Subscriber Survey. This would be in the form of a
written mail -out Survey and/or Web Survey, depending upon the degree of statistical
validity desired by the City.
• Hold Focus Groups and Workshops for Key Stakeholders such as the City, Schools and
Library.
• Conduct Public Meetings for the Residential Community to further participate in the
franchise renewal process.
• Address Public, Educational and Governmental ("PEG") Access Channels, equipment,
facilities and funding requirements, if requested by the City.
With respect to the 2006 Cable TV Franchise Agreement, the Team will perform a Past
Performance Review:
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• Review existing Franchise for compliance issues.
• Develop a list of goals/objectives for the new Franchise.
• Address Customer Service related issues and complaints as a follow-on to the City's
Customer Service Standards.
Lou Karrison will perform a one year Agreed -Upon Procedures Review of Comcast's franchise fees
and PEG fees:
• Work with the City to review the findings of the CPA.
• Have Mr. Karrison send a final report to the City and Comcast.
CBG will perform a technical evaluation of the cable system to include:
• Determine the cable system's capabilities to provide advanced broadband services.
• Advise the City as to what other comparable cable systems are providing to their
subscribers.
• Prepare and deliver a report to the City regarding the technical capabilities and condition of
the cable system.
CBG could also perform a supplemental I -Net evaluation upon request of the City which is in
addition to Tasks #1 through #9 to include:
• Determine if Comcast has fulfilled its I -Net obligations under the Franchise.
• Assess whether additional I -Net drops are needed within the City.
• Address any technical issues currently being experienced by qualified [-Net users.
• Prepare and finalize an I -Net summary report for the City.
River Oaks will provide guidance to the City, the City Attorney and Mr. Fellman regarding
regulatory requirements at the federal and State level. River Oaks is nationally recognized by its
peers as an expert in cable television regulatory requirements.
Upon request of the City Attorney and Mr. Fellman, River Oaks will work on developing and
finalizing the new Franchise. This will include the following:
• Provide expertise during the franchise renewal negotiations.
• Develop strategic objectives with the City based on the Needs Assessment and Past
Performance Review results.
• Provide information to the City on what cable operators (for example, Comcast and Time
Warner) have agreed to in other communities in Colorado and outside of the State.
• Hold a preliminary meeting and conference calls with Comcast.
• Work closely with the City Attorney and Mr. Fellman in Franchise drafting.
• Hold further conference calls and meetings as necessary with Comcast and their attorneys.
• Attend meetings to discuss the proposed franchise with City Staff, attend City Council Work
Sessions, City Council Hearings and public meetings
• Finalize the new franchise and present same to the City Council.
• The Team will advise and assist on any other cable franchise renewal -related matters.
Many of the above tasks can be performed concurrently. We anticipate that the bulk of the Tasks,
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excluding the development, negotiation and finalization of the new franchise, can all be
accomplished during 2013. It is difficult to predict Comcast's stance on numerous franchise issues
and, therefore, we anticipate franchise negotiations with Comcast extending beyond this year.
Task #4. Review existing Cable TV franchise agreement and current agreements
with other communities and suggest additional elements that the City
might wish to consider including in any new franchise agreement.
River Oaks will review the Cable Television Franchise Agreement between the City of Fort
Collins and Comcast of California/Colorado LLC from January, 2006. In working closely with
the City's outside counsel, Ken Fellman, we will apprise the City of the current and
corresponding franchises from various cities throughout the country. River Oaks would perform
the following tasks and action steps in order to meet the objectives for the general franchise
agreement review:
Review and List Obligations — As part of the review of franchise compliance in the above
Task, Professional will review the franchise obligations as the currently exist and provide the
City with potential additions and enhancements for a renewed franchise agreement with
Comcast. Again, these franchise provisions may include:
• Overall customer service requirements
• PEG Access requirements
• I -Net requirements, as pertinent
• Right -of -Way (ROW) occupancy requirements and conditions
• Provision of cable drops and cable services. for public buildings
• Overall Franchise technical requirements
• Availability of emergency override and emergency alert system capability
• Reporting requirements
• Level of insurance and provision of insurance certification
• Bonding requirements
• Provision of a local office
• Required upgrades of the cable system and other services
• Other provisions of the Franchise
Task #5. Attend and/or assist with negotiations with the Comcast Cable TV
Company as requested by the City. Provide a technical review and engineering
expertise for an evaluation of infrastructure, signal quality, system integrity,
undergrounding, future capabilities, etc.
After the Needs Assessment tasks are completed, CBG and River Oaks will provide assistance
to Ken Fellman (outside counsel), the City Attorney and his staff regarding their development of
a proposed franchise agreement with Comcast that will provide the City with all of the benefits
and legal protections to which it is entitled. CBG and River Oaks will assist the City in including
the results of the needs ascertainment project discussed throughout this proposal, including
provisions derived from the franchise fee review, technical review, compliance review and
community needs assessment. River Oaks will also provide the City Attorney with suggested
legal provisions that will maximize the benefits to the City, advance its interests and meet its
future cable -related needs.
River Oaks and Kissinger & Fellman have a long history of working effectively together.
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River Oaks would welcome the opportunity to again work with Ken to provide whatever
assistance he may need or want on this project.
Throughout the course of our work, River Oaks has reviewed and drafted hundreds of Franchises,
Right -of -Way Agreements, Leases, Ordinances and other legal documents. Based upon this level
of experience, we are very familiar on a national basis as to what substantive and procedural
language needs to be included in order to best protect the interests of the City. River Oaks will
gladly assist the City Attorney and Mr. Fellman, upon request, regarding federal communications
law as it pertains to the new Franchise, the Municipal Code (Article I Cable Communications
Systems Sec. 6-1, et seq.) and City Charter (Article XI Section 1, et seq.).
Franchise Compliance and Consumer Complaints Review
Professional, River Oaks and CBG would perform the following tasks and action steps in order
to meet the objectives for the general franchise agreement compliance review:
Review and Analyze Franchise, Verify and List Obligations and Chart for Evaluation —
River Oaks would list and review pertinent franchise requirements, review City records and
Comcast reports, make inquiries of the operator and recommend inclusion of a host of franchise
provisions including:
• Overall customer service requirements
• PEG Access requirements
• Right -of -Way (ROW) occupancy requirements and conditions
• Provision of cable drops and cable services for public buildings
• Overall Franchise technical requirements
• Availability of emergency override and Emergency Alert System capability
• Reporting requirements
• Level of insurance and provision of insurance certification
• Bonding requirements
• Provision of a local office
• Required upgrades of the cable system and other services
• Other provisions of the Franchise
Review Consumer Complaints/Resolutions to Verify Compliance with Customer Service
Standards — River Oaks would obtain a list of complaints and identified resolutions from both
Comcast and the City, compare the records for consistency and further review them for
compliance with local and national customer service standards. Additionally, CBG would cross-
reference complaints/results of a technical nature with information gleaned from the technical
review as it is performed.
Prepare and Submit Report on Evaluation of Performance of Franchise Obligations and
Determination of Areas of Non -Compliance — Professional and her Team will incorporate the
findings of the compliance review into our overall report. This report will include delineation of
any non-compliance where Comcast has failed to comply with the provisions of the existing
Franchise. In these cases, beyond identifying the non-compliance, River Oaks will recommend
procedures for notifying Comcast, suggest appropriate remedies requiring Comcast to cure
defects in performance and recommend procedures to help ensure compliance in the future,
including new Franchise and Cable Ordinance provisions as needed.
Task #6. Engineering firms must be licensed in the State of Colorado.
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In January, 2004, Dick Nielsen, Senior Engineer of CBG, prepared a Review of the
Comcast Fort Collins Cable System Technical Characteristics. In the context of that
review, CBG analyzed a number of documents related to the system, including system
testing and certification information. This was a paper review because CBG was not
requested to make an on -site audit of the technical qualities of the cable system. The
findings and recommendations were based solely on the review of the documents and
written materials as well as the information sought and obtained in discussions with
Comcast personnel. CBG's prior work for the City and institutional knowledge will prove
invaluable in saving resources for the City.
The Technical Review will be performed by Mr. Nielsen and Mr. Robinson from CBG. CBG
believes that a multi -faceted approach is the best way to arrive at a comprehensive picture of
the technical aspects of the cable system serving the City. Specifically:
The Technical Review would encompass both a paper review and physical and electronic
evaluation, thus giving a comprehensive assessment of the system's capabilities, physical
condition and technical performance.
CBG will begin by reviewing and evaluating the system to determine its strengths and
weaknesses by developing a Request for Information (RFI) seeking a written survey response
from Comcast and then engaging in discussions with its engineering and technical staff, in order
to gain a baseline understanding of, for example, the system's current design, age, condition,
capacity, functionality, cascade length, homes per node, headend and any interconnects as well
as historical data showing outage numbers, causes and repair times. As part of the surrey
effort, CBG will request and review as -built and other system maps to determine whether the
system has been built within specifications.
1) Safety Inspection of Physical Plant - CBG will utilize the information gleaned from the
above task and work with the City to plan and refine the overall technical evaluation process
including the sampling methodology to determine safety code compliance of the cable plant
including: the fiber optic and coaxial transmission systems, subscriber installations or drops and
the central control equipment in the headend and hub(s). The Safety Inspection of the system
will encompass a representative system drive -out and review of specific areas of concern to the
City to determine the over-all condition of the system from a safety, functionality and aesthetic
standpoint. CBG will determine the level of compliance with the Franchise, Comcast's
procedures, the National Electrical Code (NEC) and the National Electrical Safety Code (NESC)
as well as good engineering practices.
Based on discussions with the City, CBG will perform a ride -out independently, with system
technical personnel or City staff, to look at physical plant characteristics. This inspection will
include the cable distribution plant comprised of the fiber optic, trunk and feeder systems, drops
to the subscribers' residences and the headend and hub(s) that serve the City. The outside
plant inspection will include aerial plant inspection for issues such as clearance of the cable TV
plant from the ground and other utilities, and attachments at poles and buildings including the
drops to homes and businesses. Both underground and aerial plant will be inspected for proper
grounding and bonding of the cable TV distribution system and subscriber's drops as well as
other potential problems or violations. The headend and any pertinent hub(s) will be inspected
for proper grounding and bonding, fire suppression system(s), back-up powering, status
monitoring equipment and Emergency Alert System (EAS) implementation as well as the overall
age and condition of equipment being utilized throughout the headend and hub(s).
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CBG will work with the City to develop a list or spreadsheet of all addresses in the City and then
pick addresses based on this list. For example; if the address list has 40,000 addresses in the
City, we will inspect the plant and drop, where accessible, at every 266th address on the list for
a total of 150 locations. This will allow CBG to extrapolate, in a statistically valid manner, the
level of issues and concerns throughout the City. Further explained, if a grounding issue is
found at 10 of the 150 locations (or 6%), we can multiply this out to be approximately 1,500 +/- 8
percentage points or +/- 120 grounding problems throughout the City (.06 x 40,000 = 2,400 +/-
120 = between 2,280 and 2,520).
CBG will develop a list of violations of safety codes and cite the code that applies to the
infraction. This list will become an Attachment to the final report with a discussion in the Report
detailing the overall level of compliance with pertinent codes.
2) Testing of Cable Plant and FCC Compliance Review - As part of the initial document
review, CBG will also examine recent Proof of Performance (POP) results to look at noise and
distortion characteristics as spelled out in the Federal Communications Commission's (FCC)
Rules and Regulations, Part 76. This will include requirements for RF Carrier -to -Noise (C/N),
RF carrier -to -distortion (Carrier -to -Composite [CTO and CTB)) and signal levels, as well as
other specifications required by Part 76.
CBG will also work with Comcast to determine the level of compliance with §47CFR 76.640.
This is an often unknown or overlooked set of standards that has been in place for years
whereby cable TV operators must comply with specifications for digitally transmitted channels.
The Standard does not provide for a frequency of testing or documentation process, as is
required of the analog based specifications outlined above, but it does require the system to
meet the Standards. We will then work with Comcast's personnel to include this testing in the
"over the shoulder" testing described below. This will provide CBG with a baseline
understanding of whether the system is performing within these parameters. CBG will also
review the existing Franchise and determine compliance with other technical requirements
included in the Franchise. In addition, CBG will review additional records related to the physical
plant, including signal leakage logs, outage logs, complaint logs, etc.
CBG will then perform on -site "over -the -shoulder" objective testing at the headend and in the
field at several representative test locations within the City. Based on a review of the POP
documentation, subscriber complaints and other technical data, a number of subscriber system
locations will tested that will include some of the locations tested by Comcast during its twice
annual FCC tests, as well as random test points. Over -the -shoulder testing means we oversee
testing being performed by Comcast's staff while utilizing Comcast's test equipment. This
allows us to evaluate whether proper test methodologies and equipment are being utilized by
Comcast and then alleviates potential disagreements concerning the results found during
testing, once the methodologies and equipment are certified as appropriate and accurate. In
addition to this testing, CBG will perform subjective viewing of subscriber system channels and
Access origination links for quality characteristics.
3) System Maintenance/Reliability — CBG will review both service call logs as well as outage
logs for the system to determine the level of problems within the system. CBG will then use this
background information during our site visit to further understand technical issues that may be
affecting subscribers. This will also include feedback that we may have gleaned from the
meetings with City staff. An example of this would be specific channels that are frequently
mentioned as being problematic.
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4) Ability to Offer Advanced Services - CBG understands that the City is seeking a
consultant who is capable of identifying, and has actually identified, state-of-the-art
technologies/practices that are available, and that have been applied by Comcast, and by other
companies, which may be of value to the City. Our experience, as demonstrated elsewhere
herein, shows that we have extensive knowledge and understanding of existing, commonly
employed, advanced, near -term, and future technologies/practices that cable companies,
including Comcast, have successfully employed and will employ in the future that will be of
benefit to subscribers and the City.
Examples include:
• Interactive systems and uses, including advanced high speed data -over -cable
(broadband cable modem) services, video -on -demand, interactive television (iTV) and
other two-way technologies.
• High definition TV (HDTV) and 3DTV, including current activation level.
• Both compressed and uncompressed video, for a variety of applications including
residential cable services, video conferencing, distance learning and access origination
(including a variety of digital transports such as IP, 8- and 10-bit digital, MPEG2, Serial
Digital, and others).
• Emergency Alert Systems, including those that interface with theFederal EAS system
and those that provide local inputs from Emergency Operations Centers, mobile
command centers, etc.
CBG will compare current system characteristics with any future system development and
upgrade plans and needs. We will look at what is currently available (including current channels
in use, channel capacity, and planned expansion), plans for any near -term upgrades and
additions, and planned and required capabilities of a future system including the ability to
provide a wide range of existing and developing technologically advanced and interactive
services, including broadband. For services currently available on the system, we will evaluate
compliance with existing industry standards. CBG will further review issues related to system
reliability, including types of back-up and network monitoring systems, and any impacts related
to system reliability as they may affect both existing and planned services.
In each case, CBG will be able to make a realistic assessment of how these technologies are or
can be employed in the existing System as well as after any upgrades that may be planned or
would be implemented in the future.
5) Comprehensive Written Reports — CBG will develop a detailed report that indicates all
findings from the above evaluation processes and thoroughly assesses the current condition of
the system. Comparisons would be made between our onsite findings and the information
initially received from Comcast. We would then make appropriate recommendations, where
necessary to bring the system into technical compliance with pertinent rules and regulations,
and also develop recommendations regarding future system requirements. CBG will then work
with the City to take the technical review findings and turn them into realistic requirements,
objectives and strategies with respect to the franchise renewal process.
New Technology and Trends:
Besides the examples related to emerging technology listed above, CBG will also look at how
emerging technology can benefit PEG Access. Specifically, CBG will first review all PEG
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2. The Work Schedule. The services to be performed pursuant to this Agreement
shall be performed in accordance with the Work Schedule attached hereto as Exhibit "B",
consisting of one (1) page, and incorporated herein by this reference.
3. Contract Period. This Agreement shall commence June 1, 2013 and shall
continue in full force and effect until December 31, 2015, unless sooner terminated as herein
provided.
4. Early Termination by City. Notwithstanding the time periods contained herein,
the City may terminate this Agreement at any time without cause by providing written notice of
termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to
the termination date contained in said notice unless otherwise agreed in writing by the parties.
All notices provided under this Agreement shall be effective when mailed, postage prepaid and
sent to the following addresses:
Professional: City: With Copy to:
Telecommunications Research City of Fort Collins City of Fort Collins
Corporation Attn: Andres Gavaldon, Attn: Purchasing Dept.
Attn: Dr. Connie Book Financial Policy & Project PO Box 580
810 NC Highway 61 Manager Fort Collins, CO 80522
Whitsett, NC 27377 PO Box 580
Connie. ledoux mail.com Fort Collins, CO 80522
In the event of any such early termination by the City, the Professional shall be paid for services
rendered prior to the date of termination, subject only to the satisfactory performance of the
Professional's obligations under this Agreement. Such payment shall be the Professional's sole
right and remedy for such termination.
5. Design Project Indemnity and Insurance Responsibility. The Professional shall
be responsible for the professional quality, technical accuracy, timely completion and the
coordination of all services rendered by the Professional, including but not limited to designs,
plans, reports, specifications, and drawings and shall, without additional compensation,
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Access requirements under the existing franchises to determine a baseline of PEG Access
provisions related to existing requirements. Then, through its comprehensive PEG Access
evaluation and assessment using all the methods discussed below, we will determine what is
needed going forward for PEG Access to continue to evolve to provide the services needed by
the City and their constituencies. As part of this, CBG and other Team Partners will offer
guidance and recommendations on the administration of PEG Access channels and services
within the City, as well as existing and planned operations. This will include an evaluation of
current practices and what is needed in order for the City PEG services to evolve to be
consistent with future trends.
For example, as iTV may become more and more prevalent in both the cable communications
and on-line arenas, it will mean adapting PEG operations and services to be provided with
recognition of an active response component. This means migrating from "one-way" video
thinking. It also means, reviewing all the components in the production chain to make sure that
they will be able to evolve to work in a highly interactive, real-time, two-way environment.
Regarding administration, this means having the resources to develop and maintain interactive
services, including not only the technical and engineering resources, but also the application
development resources. To continue with the iTV example, for instance, pursuit of active
involvement in this environment would mean engaging the resources of a Java developer, since
the use of Java -based applications is currently integral to iTV service provision.
This is just one of many examples, where CBG and other Team Partners, through the analysis
of all the information obtained through the tools employed above, would be able to well advise
the City and all of its PEG Access constituencies on the directions they would need to take both
now and in the future, from both an administration and operations perspective, to keep pace
with future trends.
Since CBG has already done quality work for the City and is a technical firm, not an engineering
firm, and because it is one of the premier cable technical consultants in the country, the City
does not need to engage an engineering firm licensed in the State of Colorado for this Scope of
Work.
Task #7. Provide a financial audit including, but not limited to, an evaluation of
franchise and PEG fees.
Lou Karrison, Managing Member of Karrison LLC, will conduct the Franchise Fee Review and
PEG Fee Review and work with Professional on the incorporation of his findings into the overall
Report. Specifically, an important part of the ascertainment process is the franchise fee review.
Section 622 of the federal Cable Act, 47 U.S.C. § 542, authorizes municipalities to assess a
franchise fee on cable operators. A municipality may assess up to five percent (5%) of the
cable operator's "gross revenues" from the operation of the cable system to provide cable
services in the municipality. The amount of franchise fee revenue paid to the municipality
depends on the definition of "gross revenues" in the municipality's cable franchise agreement
(and/or cable ordinance) and the legal interpretation of that definition.
A cable operator's "gross revenues' for cable services includes numerous revenue sources that
the cable operator collects from cable customers (referred to as "subscribers") and from other
entities. These revenue sources, consisting of approximately twenty (20) different items,
include both subscriber and non -subscriber revenue sources. The sources subject to the
franchise fee for any particular municipality depend on the definition of "gross revenues"
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contained in the municipality's cable franchise. The cable operator's interpretation of the
definition of "gross revenues" is often limited in scope and therefore may be biased in favor of
the cable operator. Consequently, the municipality may not receive the full franchise fee
revenue to which it is entitled. This discrepancy may not be apparent until a franchise fee
review has been performed.
Because cable operators work with large quantities of data corresponding to numerous
municipalities, it is not uncommon for them to make substantive or clerical errors. In addition,
cable systems are not constructed along municipal boundaries and cable operators are not as
familiar with the specific geographical boundaries of a municipality as are the municipal officials.
Finally, cable operators periodically change accounting methodologies or hire new accounting
staff and such changes often result in inaccurate or inconsistent revenue calculations. Through
a franchise fee review, any such mistakes on the part of the cable operator are identified and
corrected.
The following is the scope of services that Mr. Karrison would perform in a franchise fee audit or
agreed -upon procedure (the term "agreed -upon procedure" means that we will not be
performing an audit in accordance with generally accepted auditing standards) of Comcast for
the City of Fort Collins because such would be cost -prohibitive and is not necessary:
Preliminary Review and Preparation of Document Request
Because every municipality and every cable franchise agreement (or ordinance) is different, the
first step is to ascertain the City's current legal position with respect to franchise fees. River
Oaks and Mr. Karrison will review the City's existing Cable Franchise and Cable Ordinance and
any relevant amendments. We will review the operative definition of "gross revenues" and
identify applicable audit provisions and resulting penalties for underpayment of franchise fees.
We will also review recent franchise fee documents from the cable operator in the City's
possession, including franchise fee verification reports (which typically accompany franchise fee
payments) and any relevant correspondence from the cable operator.
After reviewing these documents, we will prepare a detailed written request to Comcast for all
franchise fee information and documents relevant to the City and applicable to the franchise fee
review. In addition to primary franchise fee documents, including financial information related to
the cable operator's calculation of franchise fees, the request will ask specific questions
regarding the methodologies employed by the cable operator in determining franchise fee
payments.
After receiving the preliminary information from Comcast, we will most likely need to prepare a
written follow-up request to Comcast that seeks clarification regarding the initial information
provided and includes additional requests that typically arise based on that preliminary
information.
Franchise Fee Review
Once all the information and documents are received from Comcast for the one-year period
under review, Mr. Karrison will perform a franchise fee review that includes, but is not limited to,
the following activities:
1) Making a determination of all eligible revenue sources for the City based upon the
City's definition of "gross revenues."
2) Reviewing the cable operator's supporting documentation for franchise fee revenue
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to the City, including franchise fee verification reports and other revenue reports.
3) Identifying each revenue source that Comcast has included in the definitions of
"gross revenues" for the City and determining whether the cable operator is applying
the franchise fee to all eligible revenue sources for the time period under review.
This includes identifying any revenue sources to which the City is entitled, but which
the cable operator did not include in calculating "gross revenues".
4). Ensuring that all eligible revenues recorded in the cable operator's financial records
are accurately included in the franchise fee payments in accordance with the City's
franchise agreement.
5) Reviewing certain special revenue sources, such as "trouble call" fees, video tier
downgrade fees, franchise fee -on -franchise fees, etc. to determine proper inclusion
in the determination of franchise fees for the time period under review.
6) Determining whether non -subscriber revenues such as leased access revenues
have been properly calculated and properly apportioned to the City.
7) Re -performing calculations of the cable operator for determining franchise fee
revenues for the period under review. These calculations include, but are not limited
to, figures underlying the amounts reported for each revenue source and calculations
on the specific items comprising general franchise fee categories such as
"miscellaneous revenues" and "installation revenues" (which include installation,
disconnection, reconnection, and relocation fees).
8) Ascertaining trends of various revenue categories to spot discrepancies or
inconsistencies in the reporting of revenues over time and making inquiries with the
cable operator to explain such discrepancies or inconsistencies.
9) Determining whether there are any underpayments of franchise fees to the City, the
amount of the underpayment and whether any penalties in addition to the
underpayment apply in accordance with the City's franchise agreements and/or
ordinances.
Franchise Fee and PEG Fee Report
Based upon the results of the franchise fee review discussed above, Mr. Karrison will prepare a
written report to the City that includes a discussion of the methodology of the franchise fee
review, a description of the work performed, the specific findings of the investigation and a
determination, if applicable, of franchise fee underpayments plus applicable penalties. The
report will also include recommendations for obtaining any franchise fees owed and/or for
improving franchise fee provisions and will be submitted to the City with supporting
documentation.
After the franchise fee report has been submitted to and reviewed by the appropriate City
officials, we will make ourselves available to answer any questions and formulate a strategy for
obtaining any retroactive franchise fee revenue to which the City may be entitled from Comcast
as well as determining the next steps necessary in moving forward to perform a review of prior
years.
Task #8. Provide guidance and assistance, as needed, regarding various
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regulatory requirements at the Federal and state level.
River Oaks will assist the City in developing renewal procedures consistent with federal and local
laws. River Oaks will work with the City Attorney and Mr. Fellman to identify requirements of
federal and local laws that must be satisfied and any ordinance amendments required to enable
the franchise process to move forward smoothly. If requested by the City, we will prepare
proposed franchise provisions based on input received from the City and assist in the development
of negotiation strategy. Per direction from the City, River Oaks will conduct negotiations on an as -
needed basis with the City Attorney and Mr. Fellman. We will communicate regularly with the City
project team and, if requested, participate in communications with elected officials as
recommended by the team.
River Oaks is nationally regarded as an expert in the cable franchise renewal process. The
company has advised local governments throughout the country on the federal regulatory
requirements that pertain to Section 626 of the Cable Acts. River Oaks has had the
opportunity to work closely with the City (and Larimer County) in the cable franchise
renewal process and in the negotiations with Comcast. With regard to State law
requirements, River Oaks anticipates working closely with the City Attorney and Ken Fellman.
Expert legal input will be important throughout the Franchise Renewal Project. River Oaks will
assist in providing such input as part of our Team to support Mr. Fellman upon request.
Moreover, there are a number of tasks involved in the community needs assessment that will be
more effectively completed with a clear understanding of the legal and regulatory framework in
which we are operating. River Oaks worked closely with the City to perform needs
assessment tasks during the prior franchise renewal negotiations. Collectively with the
City, we will develop a strategy and approach to perform those needs assessment tasks
that are integral to the franchise renewal negotiations and, at the same time, work
diligently to preserve resources for the City. Given our institutional knowledge and
because River Oaks has already worked closely with key stakeholders in the City, we
anticipate that this will result in cost savings for the City.
Equally as important is support from City staff to work closely with our Team in both the needs
assessment process and the franchise renewal negotiations. It is important to the local
government's success that it conducts a thorough needs assessment and can demonstrate the
evidence in support of its determination of the cable related needs of the community. For
example, with respect to the tasks involved in the project, particularly those relating to
preparation of questions for surveys and focus groups, Dr. Book and River Oaks will provide
assistance in ensuring that we seek the kind of information that will put the City in a position to
demonstrate that its determination of community needs meets applicable legal and regulatory
standards.
Task #9. Attend various meetings and events to discuss aspects of the
proposed franchise agreement with the City Staff, City Council work
sessions, Council hearings, necessary public meetings, etc.
River Oaks is based in Centennial and Colorado Springs. As discussed above, residents and
other Communities of Interest will be invited to public meetings, which will provide another
opportunity for the public to participate in the needs assessment process. Dr. Book's overall
report will be presented in a live presentation. The final report will incorporate input from City
Staff, residents and the identified Communities of Interest. The report will be thorough and
concise. It will provide a well -supported needs assessment foundation to be utilized effectively
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in cable franchise renewal negotiations.
EXECUTIVE SUMMARY AND REPORT
In February, 2004, River Oaks compiled a Cable Television Needs Assessment Report for
the City. That detailed report included an Executive Summary. Given River Oaks' prior
needs assessment work for the City, this will also save time and resources in the
preparation of a 2013 Report for the City.
Professional and her Team will include all the component reports into an Executive Summary
and the Final Written Ascertainment Report. The Report will be prepared and submitted to the
City identifying the cable -related needs elicited from the assessment process. The Report will
incorporate input from City staff and the identified Communities of Interest and include a
description of methodologies employed and recommendations. Professional and her Team will
use results from site visits, interviews, surveys, focus groups and other work to develop the
recommendations in its Report. Through research and analysis into all facets of this project,
and using the research tools previously described, the Report will focus on recommended
franchise renewal requirements and strategies to meet demonstrated needs. The Report will be
thorough and concise. It will provide a needs ascertainment foundation to be utilized in cable
franchise renewal negotiations.
PROJECT TEAM
Professional and her Team of Professionals can provide the services desired by the City in a
cost-effective and timely manner. Professional and her Team Partners' project work has
entailed many tasks, including cable television franchise renewals, needs assessments,
technical reviews, franchise fee reviews, PEG and I -Net review and development, assistance in
negotiation and drafting of franchise agreement provisions and other matters. We are very
familiar with Fort Collins, given our prior work for the City.
As indicated herein, working in conjunction with Professional will be several highly -qualified
Team Partners. Dr. Book is a professor and researcher at Elon University and head of her own
firm, Telecommunications Research Corporation. Professional will work closely with River Oaks
and CBG in connection with the community needs data gathering and analysis portion of this
project.
Tom Duchen, President, and Bob Duchen, Vice President of River Oaks, will also work with
Professional on all project tasks involving needs ascertainment. They will serve as Team
Partners and coordinate tasks with the City
Lou Karrison, CPA, will handle the agreed -upon procedures review.
Project Team Structure/Internal Controls
Overall project team leadership will be provided by Dr. Connie Book and River Oaks. Tom
Robinson, who resided in the Denver Area for many years and worked on projects with several
Colorado municipalities and heads CBG Communications' Philadelphia office, will assist in the
development of public meetings and surveys, facilitate a number of the group sessions, past
performance and franchise fee review activities, work on the Communities of Interest
identification, present reports including findings and recommendations and work on and provide
overall guidance and support throughout the community needs assessment and other franchise
renewal project proceedings. Project support will be provided by Dick Nielsen of CBG
Communications' Saint Paul office and Krystene Rivers, Research Associate, in the Philadelphia
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office. Mr. Nielsen will also perform all technical review tasks. River Oaks and CBG will work
closely with the City and Dr. Book on the survey and data compilation portion of the community
needs assessment, analyze all the results of the ascertainment activities and help draft the
report. Lou Karrison will work on the franchise fee audit. With input from the entire Team, River
Oaks will assist the City Attorney and Mr. Fellman in Franchise Negotiations as well as assist in
supporting the City Attorney in drafting the Renewal Franchise Agreement.
As the overall Project Team Leader, Dr. Book will ensure that the team is properly structured
and all necessary internal controls are in place to ensure the successful performance of all the
project tasks in a manner that efficiently, comprehensively, and effectively meets the City's
goals and objectives.
CITY RESOURCES NEEDED
Professional and her Team Partners take a comprehensive and collaborative approach towards
cable television franchise renewals. Such an approach coupled with our wealth of experience
and knowledge makes us unique, which results in an effective cable television franchise
renewal process for the City.
This collaborative process maximizes the resources available to the project in a highly cost-
effective manner. It includes efficiently working with the City and their respective staff in a
manner that draws on their significant history, background, experience and expertise. With all
these resources moving in the same forward direction, our Team is able to ensure that the
community needs will be well documented and well defined. This will lead to a franchise
renewal that best meets these needs in a manner favorable to the City. Specifically, as
described in great detail above, each portion of the project and its associated methodology will
yield the results needed concerning technical, franchise fee and compliance reviews as well as
community needs assessments that will lead to effective language for a proposed franchise
agreement. In addition, this solid foundation of information will allow the Team Partners to best
represent the City and ensure success during the negotiations portion of the project.
Our Team Partners have demonstrated broad based skills in all facets of cable franchise
renewal. We will first work with the City on a continual basis to ensure a free flow of necessary
information between the City and our Team Partners in all of the tasks of the project as defined
herein. Because of the wealth of information that needs to be gathered to ensure all necessary
data is analyzed and incorporated, Professional will need the City to coordinate information
sharing between the Team Partners and various critical Communities of Interest. Beyond this,
River Oaks and CBG will need to work closely with the City on scheduling community facilities
as a location for the focus groups, meetings and hearings with local officials and other similar
activities. Also, as indicated above, the City would be responsible for the printing, copying and
mailing costs of the survey.
We have found in the past that the most successful projects involve a strong team approach
between the consultant and the client, and we would anticipate employing this strategy during
this project as well.
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EXHIBIT B
PROJECT SCHEDULE
Projects such as this one (Tasks #149) can take as much as nine to twelve months or more
depending on the scheduling of surveys, interviews, focus groups, other meetings, negotiations
and on -site visits and the availability of key personnel. Professionals will begin working with the
City on developing a comprehensive plan that meets the City's franchise renewal needs starting
on or by no later than June 3, 2013. Project milestones will be established and update
discussions will occur regularly with the City's staff. Professionals will work both on -site and off
and attend meetings as needed, and help coordinate all the processes necessary, to meet the
project objectives in a timely manner. Dr. Book and her team of professionals will work to keep
tasks running concurrently in order to maximize resources and minimize the overall timeframe
for completion.
Tasks/Deliverables
Time Frame
Task #1
Months 1
- 2
Task #2
Months 1
- 11
Task #3
Months 1 -
2
Task #4
Months 1 -
3
Task #5 - Negotiations with Comcast;
Technical Review
Ongoing
Months 2 -
6
Task #6
N/A
Task #7
Months 1 -
6
Task #8
Ongoing
Task #9
Ongoing
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EXHIBIT C
COST SCHEDULE & HOURLY RATES
Scope of Work Tasks
Key Personnel
Task
Cost
Hours
1. Review the City's plan for the review process; work
Dr. Book
3
$450
with staff to modify the plan as appropriate.
River Oaks
5
$975
CBG
3
$525
2. Assist City staff with various review activities,
Dr. Book
96
$14,400
including community needs assessment, customer
River Oaks
55
$10,725
satisfaction survey, and public meetings.
CBG
45
$7,875
Survey Coding
$1,750
3. Prepare a written plan for the renewal process,
Dr. Book
3
$450
accompanied by a timeline.
River Oaks
3
$585
CBG
3
$525
4. Review existing Cable TV franchise agreement and
River Oaks
9
$1755
current agreements with other communities and
CBG
4
$700
suggest additional elements that the City might wish
to consider including in any new franchise agreement.
5. Attend and/or assist with negotiations with the
River Oaks
7
$1365
Comcast Cable TV Company as requested by the City.
CBG
110
$19,250
Provide a technical review and engineering expertise
for an evaluation of infrastructure (150 system points
assessed), signal quality, system integrity,
undergrounding, future capabilities, etc.
6. Engineering firms must be licensed in the state of
N/A
N/A
N/A
Colorado.
7. Provide a financial audit including, but not limited
LK
72
$12,600
to, an evaluation of franchise and PEG fees.
8. Provide guidance and assistance, as needed,
River Oaks
8
$1,560
regarding various regulatory requirements at the
Federal and state level.
9. Attend various meetings and events (electronically
Dr. Book
2
$300
whenever possible) to discuss aspects of the
River Oaks
12
$2,340
proposed franchise agreement with the City Staff,
CBG
12
$2,100
City Council work sessions, Council hearings,
necessary public meetings, etc.
Subtotal
$80,230
Expenses*
$8000
TOTAL NOT TO EXCEED
$88,230
* Professionals will be reimbursed for expenses such as telephone, clerical charges, postage, copy
expenses, Fed Ex or courier expenses, travel expenses and other similar expenses. Because
River Oaks will perform many of the duties out of its Colorado offices, we are utilizing a reduced
rate of 10% above Professional Services fees for estimation purposes concerning reimbursement
expense cost.
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Upon request, CBG can perform an I -Net review (either a paper audit or on -site) at their hourly
rates plus expenses. Similarly, if the City desires a PEG review (equipment, facilities, channels,
funding, etc.), CBG and River Oaks could do so at their hourly rates plus expenses.
The cost estimates are based on the number of task hours projected multiplied by the personnel's
hourly rate. Professional will work closely with the City to develop a final work plan, which will meet
the City's financial objectives.
Invoicing
Professional bills for professional services on a monthly basis. Each invoice details each
company or individual that performed services that month and their monthly charge, including
hours worked. The invoice will include: (a) Company or Person's name; (b) Company or
Person's hourly rate; and (c) Total hours worked for that billing period. The Professional's
invoices will also include the total hours worked on each task and its associated cost billed for
that billing period. Additionally, each invoice will contain a detailed narrative of work performed
during the billing period.
PERSONNEL HOURLY PROFESSIONAL SERVICES RATES
The hourly rates for the personnel that will be involved are the following:
Dr. Constance Book, Project Manager, Survey/Statistical Work - $150.00
Tom Robinson, Needs Assessment Tasks and Technical - $175.00
Dick Nielsen, Senior Engineer - $165.00
Krystene Rivers, Research Associate - $50.00
Tom Duchen - Needs Assessment Tasks and Document Due Diligence - $195.00
Bob Duchen - Needs Assessment Tasks and Document Due Diligence - $195.00
Lou Karrison, CPA - $175.00
Additional services beyond the scope of work as defined above can be requested from Dr. Book
and her Team Partners at the above hourly rates and/or an agreed upon not to exceed price.
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EXHIBIT D
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to
this Agreement (the "Agreement"), the Contractor hereby acknowledges that it has been
informed that the City has established policies and procedures with regard to the handling of
confidential information and other sensitive materials.
In consideration of access to certain information, data and material (hereinafter individually and
collectively, regardless of nature, referred to as "information") that are the property of and/or
relate to the City or its employees, customers or suppliers, which access is related to the
performance of services that the Contractor has agreed to perform, the Contractor hereby
acknowledges and agrees as follows:
That information that has or will come into its possession or knowledge in connection with the
performance of services for the City may be confidential and/or proprietary. The Contractor
agrees to treat as confidential (a) all information that is owned by the City, or that relates to the
business of the City , or that is used by the City in carrying on business, and (b) all information
that is proprietary to a third party (including but not limited to customers and suppliers of the
City) . The Contractor shall not disclose any such information to any person not having a
legitimate need -to -know for purposes authorized by the City. Further, the Contractor shall not
use such information to obtain any economic or other benefit for itself, or any third party, except
as specifically authorized by the City.
The foregoing to the contrary notwithstanding, the Contractor understands that it shall have no
obligation under this Agreement with respect to information and material that (a) becomes
generally known to the public by publication or some means other than a breach of duty of this
Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the
request for such disclosure is proper and the disclosure does not exceed that which is required.
In the event of any disclosure under (b) above, the Contractor shall furnish a copy of this
Agreement to anyone to whom it is required to make such disclosure and shall promptly advise
the City in writing of each such disclosure.
In the event that the Contractor ceases to perform services for the City, or the City so requests
for any reason, the Contractor shall promptly return to the City any and all information described
hereinabove, including all copies, notes and/or summaries (handwritten or mechanically
produced) thereof, in its possession or control or as to which it otherwise has access.
The Contractor understands and agrees that the City's remedies at law for a breach of the
Contractor's obligations under this Confidentiality Agreement may be inadequate and that the
City shall, in the event of any such breach, be entitled to seek equitable relief (including without
limitation preliminary and permanent injunctive relief and specific performance) in addition to all
other remedies provided hereunder or available at law.
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7466 Cable TV Franchise Renewal Consulting Services Page 29 of 29
promptly remedy and correct any errors, omissions, or other deficiencies. The Professional
shall indemnify, save and hold harmless the City, its officers and employees in accordance with
Colorado law, from all damages whatsoever claimed by third parties against the City; and for the
City's costs and reasonable attorneys fees, arising directly or indirectly out of the Professional's
negligent performance of any of the services furnished under this Agreement. The Professional
shall maintain commercial general liability insurance in the amount of $500,000 combined single
limits and errors and omissions insurance in the amount of $1,000,000.
6. Compensation. In consideration of the services to be performed pursuant to
this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost
basis according to the following schedule included in Exhibit C, consisting of two (2) pages and
incorporated herein by this reference.
Hourly billing rates: as detailed in Exhibit C
Reimbursable direct costs: to be reimbursed as detail in Exhibit C
with maximum compensation (for both Professional's time and reimbursable direct costs) not to
exceed Eighty -Eight Thousand Two Hundred Thirty Dollars ($88,230.00). Monthly partial
payments based upon the Professional's billings and itemized statements of reimbursable direct
costs are permissible. The amounts of all such partial payments shall be based upon the
Professional's City -verified progress in completing the services to be performed pursuant hereto
and upon the City's approval of the Professional's reimbursable direct costs. The parties
acknowledge that Professional's subcontractors are not parties to this agreement. However, the
rates listed for services to be provided by these subcontractors shall be the rate paid by the City
to the Professional for these services. If the amount charged by these subcontractors exceed
the rates listed in Exhibit "C" the excess amount shall not be paid or owed by the City. Final
payment shall be made following acceptance of the work by the City. Upon final payment, all
designs, plans, reports, specifications, drawings and other services rendered by the
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Professional shall become the sole property of the City.
7. City Representative. The City will designate, prior to commencement of work, its
project representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the project. All requests for contract interpretations, change
orders, and other clarification or instruction shall be directed to the City Representative.
8. Monthly Report. Commencing thirty (30) days after the date of execution of this
Agreement and every thirty (30) days thereafter, Professional is required to provide the City
Representative with a written report of the status of the work with respect to the Scope of
Services, Work Schedule, and other material information. Failure to provide any required
monthly report may, at the option of the City, suspend the processing of any partial payment
request.
9. Independent Contractor. The services to be performed by Professional are those
of an independent contractor and not of an employee of the City of Fort Collins. The City shall
not be responsible for withholding any portion of Professional's compensation hereunder for the
payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose.
10. Personal Services. It is understood that the City enters into this Agreement
based on the special abilities of the Professional and that this Agreement shall be considered as
an agreement for personal services. Accordingly, the Professional shall neither assign any
responsibilities nor delegate any duties arising under this Agreement without the prior written
consent of the City.
11. Acceptance Not Waiver. The City's approval of drawings, designs, plans,
specifications, reports, and incidental work or materials furnished hereunder shall not in any way
relieve the Professional of responsibility for the quality or technical accuracy of the work. The
City's approval or acceptance of, or payment for, any of the services shall not be construed to
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7466 Cable TV Franchise Renewal Consulting Services Page 4 of 29
operate as a waiver of any rights or benefits provided to the City under this Agreement.
12. Default. Each and every term and condition hereof shall be deemed to be a
material element of this Agreement. In the event either party should fail or refuse to perform
according to the terms of this agreement, such party may be declared in default.
13. Remedies. In the event a party has been declared in default, such defaulting
party shall be allowed a period of ten (10) days within which to cure said default. In the event
the default remains uncorrected, the party declaring default may elect to (a) terminate the
Agreement and seek damages; (b) treat the Agreement as continuing and require specific
performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting
party commences legal or equitable actions against the defaulting party, the defaulting party
shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees
and costs incurred because of the default.
14. Binding Effect. This writing, together with the exhibits hereto, constitutes the
entire agreement between the parties and shall be binding upon said parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs,
personal representatives, successors and assigns of said parties..
15. Law/Severability. The laws of the State of Colorado shall govern the
construction, interpretation, execution and enforcement of this Agreement. In the event any
provision of this Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this
Agreement.
16. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101,
C.R.S., et. seq., Professional represents and agrees that:
a. As of the date of this Agreement:
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1. Professional does not knowingly employ or contract with an illegal alien who will
perform work under this Agreement; and
2. Professional will participate in either the e-Verify program created in Public Law
208, 104th Congress, as amended, and expanded in Public Law 156, 108th
Congress, as amended, administered by the United States Department of
Homeland Security (the "e-Verify Program") or the Department Program (the
"Department Program"), an employment verification program established
pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment
eligibility of all newly hired employees to perform work under this Agreement.
b. Professional shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement or knowingly enter into a contract with a subcontractor
that knowingly employs or contracts with an illegal alien to perform work under this
Agreement.
c. Professional is prohibited from using the e-Verify Program or Department Program
procedures to undertake pre -employment screening of job applicants while this
Agreement is being performed.
d. If Professional obtains actual knowledge that a subcontractor performing work under
this Agreement knowingly employs or contracts with an illegal alien, Professional
shall:
1. Notify such subcontractor and the City within three days that Professional has
actual knowledge that the subcontractor is employing or contracting with an
illegal alien; and
2. Terminate the subcontract with the subcontractor if within three days of receiving
the notice required pursuant to this section the subcontractor does not cease
Professional Services Agreement
7466 Cable TV Franchise Renewal Consulting Services Page 6 of 29
employing or contracting with the illegal alien; except that Professional shall not
terminate the contract with the subcontractor if during such three days the
subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with an illegal alien.
e. Professional shall comply with any reasonable request by the Colorado Department
of Labor and Employment (the "Department") made in the course of an investigation
that the Department undertakes or is undertaking pursuant to the authority
established in Subsection 8-17.5-102 (5), C.R.S.
f. If Professional violates any provision of this Agreement pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If
this Agreement is so terminated, Professional shall be liable for actual and
consequential damages'to the City arising out of Professional's violation of
Subsection 8-17.5-102, C.R.S. c
g. The City will notify the Office of the Secretary of State if Professional violates this
provision of this Agreement and the City terminates the Agreement for such breach.
17. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to thisAgreement,are set forth in Eichibit"D';'consisting of one (1) page,
attached hereto and inc6rporated..herein by this reference.
Professional Services Agreement
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THE CITYaj FORT COLQNA, COLORADO
By: p'�--
Gerry Paul
Director of Purcha ing & Risk Management
DATE:
ATTEST:
City Clerk
AP ROV S FORM:
A sisr/ nt City Atta ey
TELECOMMUNICATIONS RESEARCH CORPORATION
B v(� j�4�
ATTESQ�T:�,,
Corporate Secretary
Title:
CORPORATE PRESIDENT OR VICE PRESIDENT
Date: G r l I
M
p t PAY
PuO 2c
Professional Services Agreement
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EXHIBIT A
SCOPE OF WORK
The City of Fort Collins is soliciting proposals for consulting services and a series of reviews
related to the City's Cable TV franchise renewal. The renewal process will include a financial
audit, technical analysis, needs assessment, and it will conclude with negotiations with Comcast
for a new franchise agreement.
Telecommunications Research Corporation or TRC (Professional) has assembled a team of
Professionals from various organizations; Dr. Connie Book of TRC is the Project Leader on the
consultant side of this project.
Task #1. Review the City's plan for the review process; work with staff to modify
the plan as appropriate.
Extensive detail, including innovative and creative approaches and methodologies, concerning
each project task can be found below. First, regarding establishing a detailed project plan and
strategies for implementing the plan, the following would occur:
a. Hold a "kick-off' meeting with selected leadership personnel to discuss the
project process, organizational concerns, issues and general goals of the
process.
i. Overview of franchise renewal process
ii. Discuss organizational concerns and issues
iii. Identify goals of process
iv. Discuss timetable for process
v. Understanding of applicable laws, rules and regulations
b. Develop proposed plan with direction of project, emerging priorities of project and
areas of direct study.
C. Agree at Project Team level on direction of project, tasks, and timetable.
Task #2. Assist City staff with various review activities, including a community
needs assessment, customer satisfaction survey, and public meetings.
In January, 2004, Dr. Book prepared a Cable Television Community Needs & Interests
Assessment Survey Results Report which included an Executive Summary. This
institutional knowledge will be critical in the current evaluation and save time and
resources for the City.
Communities of Interest Identification
Professional, with her Team Partners, would initially perform the following as part of the
identification and categorization of the City's Communities of Interest:
Review Existing Information, Identify and Categorize Communities — River Oaks and CBG
would begin by meeting with City staff by telephone and in person, reviewing existing documents
and analyzing current information, in order to establish a baseline understanding of the City's
Communities of Interest, so that all that are pertinent to the Project (those that have, or potentially
have, cable -related needs) can be identified and categorized such that the appropriate
ascertainment methodology is then used to determine their needs and interests. Examples of such
information would include:
Professional Services Agreement
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