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HomeMy WebLinkAbout1992-10-26 92-493 ORDERDate X6-92 Item No. _ov_roa. Dla)ETh pptj CoCiZi g, the Cfty 3101 g w Bntec Leto m Agreement Item/Subject: with Chaciee (3aalich and Asmciatear ranre Television Cormultirg £or Putpceses of Perforradag are AW it of Fcerchiea Responsible Department±Tpe � w the City by Cablarlsion - tam xeceeflaj%iaeivai a proposal autnittai by ax. GteseLfch w perfoml en audit of Cablansfnn•e evgsliaaoe with tto f our cmies fee pxwiaime of ttn curtest cahle tel fescn frmohise agnaeent between Cableviafon ate] the City of Bmgor. Ori' this P poeal, W. Gtaadich wgsld be psid 158 of arg, aiditfmal xcls. molly collected by the City, p w a -supermen of $10,000, from such an aoiit. Please ales notbat ttret, 1f w additi xew via aces collafatl, tM C£ty will pay W. ' G�1ich nothitg. Tgre City Arm never ..w.tau<,, m audit of the payment made under the fxaoldse agreement. Iss a ceeult, nisch an audit aplsres w be a porus[ step. Please also ante that the City c imtly doss not base ttn eaveoLise svx the available Staff i w cmdet such m audit m its own. This itaa sags discussed faith the Masicipal rl n..t:...,a Camdttes taldC.h xeoanerded ttret w proceed pestling the cmults of a mferasce check on lt. (Yaalich ami his £ten. we am currently undertaking such xefmane checla, aM will ha able to report tFe cesulw ab monday's meeting. Should tleee mfemce clenlm iM:rua that W. Q fssds aM his firm }we capably pm£o I such aerviras for otM , I world ram that we Piocad wltls this agreement. ' Oepunnnn!(md Manager's Comments: _ ' Ciry Mannan Associated Information: Dodges, Pr poeal, lYamae of IY. Gtaelioh, DymultmR N¢re0�m[ Budget Approval Fiuv .e06[ Legal Approval: riry5ati,iror Introduced For ED Passage Page_pf R El First Reading [DReferrel Asaipmdto Couudlm Soucy October 26, 1992 CITY OF BANGOR amLa (®rUr....... _ __ __Aufloriaitq.thS.City anter W an A9reemurt with Chsrles GtmiS A A9aOa1aT ,Cable lela✓lsian ccr tUg, for Purposes of Per£omdn9 an Audit of Pranchlce Tees Paid to the City by Cablevtaion BY 414 OUY Coaswl Of W CUY OfDaa . ORDERED, TWT that ilk City Mena9er i hereby atthorim m eller int an ag� with tR,arlee (tmilich and Msoola�, Cable 'mle✓iYion Consultbv, fox purpCses of Perforain9 an audit of frarchtae fees paid W the City of earepr antler its franc i agieaost with cur Cable cParatora. 92-493 ORDER Title, IN CITY COUNCIL Authorizing the City Manager to Enter into October 26. 1992 'e Agiiee'mertt' Vied warryee ViJaim ii V Pa6�` Associates,Cable Television Consulting for A CITY CqyAN �VCoi n Fees paid Co the City by Cablevision n k JAIR MEMORANDUK September 15, 1992 TO: Edward Barrett, City Manager Sohn quartaraxo, Finance Director FROMi Erik Stumpfel, City Solicitor RE: Cablevision Franchise Fee Audit Proposal - Charles Gramlich I have reviewed the proposal submitted by Mr. Gramlich to perform an audit of Cablevision's compliance with the franchise fee provisions of the current cable television franchise agreement between Cablevision and the City of Burger- Based on my review, including a review of the proposed contract between the city and Mr. Gramlich, I strongly agree with Ed's recomendation that we accept Mr. Gramlich's or a similar proposal to perform these audit 'services. Prior to final Council approval, we will need to put out an AVE, for the services concerned. �7.S. E. S. to PC: Dave Pellegrino 92-493 CHARLES GRAMLICH 6 ASSOCIATES Cable Television Consulting Bis -A Brazos 6229 AY9tin, Texas 78701 Telephone 6 TeleCOpier (512) 477-6619 September 9, 1992 Mr. John quartararO Finance Director 73 Harlow Street Bangor, Maine 04401 Dear Mr. Duartararo: I propose that I perform for your City an audit of the franchise fee revenue received by the City from the cable television operator(s) serving the City. In order to perform the work, I will require the following information: 1. A Copy of the. executed Franchise Agreement, and any amendments thereto; 2. All information submitted to the City by the cable operator, since the beginning of the Franchise Agreement, relating to the payment of franchise fees, including but not limited to, the date of such payments, the amounts, and any computations concerning the amounts; 3. The current number of passings and subscribers served by the cable operator inside the City limits; 4. A letter from the City directing the cable operator(s) to fully cooperate with as during the audit and to promptly supply me with any and all additional information I request to perform the audit; and S. Such incidental information supplementary to the above information as I may reasonably request and which is reasonably available to the City. If the City does not have the incidental information as requested, it agreesto use its best efforts t0 obtain such information .from the appropriate persons. -If my audit produces additional franchise fee revenue for the city, I will be paid 15t of any additional revenues actually collected by the City, up to a maximum of $10,000. If my audit doe not produce any additional franchise fee revenue for the City, I will not he paid anything. I will complete my audit and give a written report of my findings to the City within ninety (90) days of my engagement by the City. Mr. John Wartararo September 9, 1992 Page 2 I will not be reimbursed for any expenses, unless they are pre -approved by the appropriate person representing the City. I do not expect to request reimbursement of any expenses related to the audit. However, I will travel to your City or the place where the cable operator keeps the necessary records, if we agree that it is necessary to complete the audit. If you are in agreement with my proposal to conduct the audit, as contained herein, please execute in the space provided below and return a copy to me. I look forward to further communications with you or the appropriate person from the city concerning this matter. sincerely, Charles Gramlich The CITY OF BANGOR, MAINE agrees to engage the services of Charles Gramlich, as detailed herein, to perform an audit of its cable television franchise Iee revenue. Executed this day of , 1992. CITY OF BANGOR, MAINE (printed name) CHARLES GRAMLICH 815ABPA1➢5 N` AVSIIN.iBV,' fiftAl 'IELP NON951LIPdR9 TOPLOP�SILaPd919 PROFESSIONAL UTERIENCE President/General Manager -River Communications, Inc. In addium to other acea es, Rive. Communicaums, her. and related Huhu (RCD owned and operated 50 cable telereim systems serviog 35,1100 sub timx. I was one a the bonders of RCf. (October,1985- March, 199Q) President/General Manager - Warner Amex Cable Communications of Dallas Warner Am=Cable Communications of Dam, Inc owned and operated no, cable television system eemug the create, Dallas, Texan area. The cable ayxtem is ravrendy owned by Tele-Commmucom s Inc (0) and serves ]30,000 subxrlbas. (]Hoary, 1984 -October, 3985) Vice President/General Manager - Austin CableVision Austin. CableVision is oared by Time -Wan and operated by American Taleuiun and Commumaems Corporation (ATC). The molls system Cur=tly servres OCao0 subscribers in the greater Austin, Tama area. (May,1981-January, INN) General Manager- South Central Region of ATC The Regina included 17 calk televifim systems serving 75,000 subsmibera (May,1980-may, 1981) Assistant City Manager - Norman, Oklahoma Donee induded suers regulatory resiamsb s f a me of the lost 35 so and moble talmisian sysmms, including serving as staff to the Cable Television Commistian. ALw named graduate actual m the Uoivusi y of OMahome test taught a graduate level night worse w Clty Management at Ceadal Oklahoma Stare University. (Oaoben, 1975 -May, 19M City Manager - Lake Park, Florida Duties inclosed direct regulatory «spoosibJi y for We admwistmtion of the cable television brandsme. (May, 1914-(tdobw, 1915) City Manager (2 years), Assistant City Manager, & Administrative Assistant McAlester, Oklahoma Duties included direct regulatory responsibility fm the r=otOss ual sed admitivnation of the eable (election hominess. (ianuary, 1910 -May, 1414) September, 1965 -January, 1910 Attended College full-time, vmtkW part -came az m intern in City Govemmenr, and te¢Ived a BacheWr Decree with a double major in Bus'.... Admass xatim wad Economies. .FVI1MEmberlCNUt Past Member of Hoard of Diem berg of the Teas Cable TeImmum gswcledm Refermoss and further details available CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into by and between the CITY OF BANGOR, MAINE, whose mailing address is 73 Harlow Street, Bangor,- Maine 04401, hereinafter referred to as the city, and CHARLES V. GRANLICH, whose mailing address is 815-A Brazos, $229, Austin, Texas 78701, hereinafter referred to as Gramlich. WHEREAS, Gramlich is in the business of providing consulting on a contract basis, to municipalities regarding cable television matters; and WHEREAS, the City has requested Gramlich to perform for the City such consulting services, and Gramlich has agreed to perform such consulting services for the City subject to the terms and provisions herein contained. NOW THEREFORE, for and in consideration of the premises and mutual covenants ants and conditions herein contained, the parties hereto agreeas follows: 1. The term Of this Agreement ("Agreement Term") shall be ninety (90) days, commencing on , 1992, and may be terminated by either party without cause upon prior written notice to the other party. 2. During the Agreement Term, Gramlich shall perform an audit ("Audit") of the franchise fee revenue received by the City from the cable television operator(s) serving the City. Before the end of the Agreement Term, Gramlich shall submit a written report of his findings t0 the City. 3. The City agrees to supply to Gramlich, within fifteen (15) days from the date. of this agreement, the following. information: a. A copy of the executed Franchise Agreement, and any amendments thereto; b. - All information submitted to the City by the cable operator,la the beginning of the Franchise Agreement, relating to the payment of franchise fees, including but not limited to, the date of such payments, the amounts, and any computations concerning the amounts; c. The current number of passings and subscribers served by the cable operator inside the City limits; d. A letter from the City directing the cable operator(s) to fully cooperate with Gramlich during the Agreement Term and t0 promptly supply Gramlich with any and all additional information he requests to perform the Audit; and e. Such incidental information supplementary to the above information as Gramlich may reasonably request and which is reasonably available to the City. If the City does net have the incidental information as requested by Gramlich, it agrees to use its best efforts to obtain such information from the appropriate persons. 4. The City will pay Gramlich for his services relating to the Audit under this agreement, only if the City receives additional revenue and/or other consideration resulting from the Audit. If the City receives additional revenue and/or other consideration as a result of the Audit, Gramlich will receive 151 of the revenue and/or the fair market value of the other consideration received by the City. The. City will pay to Gramlich all amounts owing to him under this agreement within thirty (30) days of the date the City actually receives the additional revenue and/or other consideration resulting from the Audit. In no event shall Gramlich receive more than $10,000 for services rendered concerning the Audit (exclusive of pre -approved reimbursement of expenses). The City's obligation to pay Gramlich for his services under this paragraph shall continue indefinitely not withstanding the termination of this Agreement or the expiration of the term of this Agreement. 5. The City will reimburse Gramlich for all pre -approved expenses incurred by Gramlich. An expense will be deemed "pre - approved" if agreed to in writing by the appropriate representative of the City. Gramlich will perform the services in Austin, Texas, unless it is mutually agreed between Gramlich and the appropriate representative of the City that travel by Gramlich is required. 5. In the event the City engages Gramlich to perform consulting services on matters unrelated to the Audit, but relating to cable television, the City agrees to pay Gramlich the rate of $80.00 per hour. ]. City and Gramlich acknowledge and understand that the relationship between them under this Agreement shall be for all purposes an independent contractor relationship and not an employer-employee relationship. No agent, employee or servant, if any, of Gramlich, nor Gramlich himself, shall be or shall be deemed to be the employee, agent or servant of the City. It is understood that Gramlich is free to contract for similar services to be performed for others while he is under this Agreement. e. Gramlich shall net be liable to the City for any acts or omissions in the performance of said services on the part of Gramlich or on the part of the agents or employees of Gramlich. The City shall hold Gramlich free and harmless from any obligations, costs, claims, judgements, attorneys' fees, and attachments arising from or growing out of the services rendered to the City pursuant to the terms of this agreement or in any way connected with the rendering of said services. 9. All notices, requests, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or mailing thereof, as the case may be, sent by registered or certified mail, return receipt requested, postage prepaid to the address of the other party as referenced above, r to such other address as City or Gramlich shall have specified in writing to the other. 10. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO THE LAWS OF THE STATE OF TEXAS, AND THE PLACE OF PERFORMANCE FOR ALL OBLIGATIONS HEREUNDER SHALL BE IN TRAVIS COUNTY, TEXAS, TO THE EXTENT SUCH COURTS HAVE SUBJECT NATTER JURISDICTION OVER THE ENFORCEMENT HEREOF. 11. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees from the other party, which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief which may be awarded. 12. I£ any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such declaration shall not affect the validity of the remaining provisions. 11. This Agreement constitutes the entire agreement between the parties and may not be modified or amended by except by a written agreement signed by the parties hereto. 14. This agreement cannot be assigned by either party without the prior written consent of the other. 15. The parties hereto agree to resolve any dispute under this Agreement by using the assistance of a trained and qualified mediator. The parties agree to share the costs of mediation and understand that the recommendation of the mediator is not binding upon, the parties. If the dispute is not resolved after mediation, then the parties are free to pursue whatever rights Or remedies as are available under applicable law. Executed as of the day of 1992. CITY OF BANGOR, NAINE By (printed name) CHARLES GRAMLICH "City" "Gramlich"