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"