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274776 WMITE - CITV CLER ����� PINK - FINANC I TY F SA I NT PALT L Council CANARV - DEPA ENT File NO. BLUE - MAV " o ncil Resolution Presented By Referred To Committee: Date Out of Committee By Date RESOLVED, That the Council of the City of Saint Paul hereby authorizes and directs the proper City officials to execute the attached agreement with Cable Television Information Center (CTIC) far consulting services relating to the cable television franchising process in the City of Saint Paul. COUNC[LMEN Yeas McMAHON Nays � Requested by Department of: �� [n Favor ..�„�, a Levine __ Against BY Maddox Showalter � TEdes qpR 2 2 �ggp Form Ap r ved by City Attorney Adopted b ouncil: Date Cert ed Yasse y Co .il S cretary BY � � �� y! � � � E a�R 2, 5 �� Approved by Mayor for Submission to Cauncil t�pp by iNavor t — . . . BY ' - – — BY Pt�I.tSHEO MAY 3 1980 ������� AGREEI�NT RETAINING THE CABLE TELEVISION INFORMATTOI3 CENTER FOR CONSULTATIOft This AGREEMENT is entered iuto this dag of ,. 1980, by and between the City of Saint Paul, a municipal corgorat3on of the Countp of Ramsey, State of Minnesota (hereinafter called "City") , and The Cable Tel.evi— sion Information Center, a nanprofit corporatiou organized and existing under the laws of the Commonraealth of Virginia, having its prineipaI. place of busi-- ness at 2100 M Street, N.W., Washington, D.C. 20Q37, (hereinafter referred to as "CTIC") - W�'.AS: a. The City of Saint Paul has declared its intention to pursue the via- bility and advisabili�q o� cable communicatfoas s�rvices for the Citp of Saint Paul and/or to sollcit propasals to provide cat�le communications services for the City of Saint Paul. e b. The City,desires such ana�.ytic and techntc�l; advice as will enable it to make more knowledgeabl� deeisions in .the development of cable coarmuni— cations plans and policies and the final award oF a cable television fran— chise. _ c. CTIC warrants to the City that is professioaally campetent to exam— ine, evaluate, and advise with respect to aII matters: gertinent to the fran— chising process leading to the development of a cab].e communications system in the City of Saint Paul, and that it is able to do tlte work referred to ft in a workmanlike manner, and as needed bq the City. z ARTICLE I: SERVICES OF CTIC 1. IN GENEEiAL - CTIC agrees to perform professional services in connection with th.i:s A.greement as herein stated. CTIC's services shall include the provision of analytic and technical advice to the City including, but not limited to assis-° tance in developing cable television policies, specifieations for soliciting proposals for a cable tel.evision. system, development af a cable television fr.anchise, and selection of a cable televisian operatar, subject to the terms and conditions of this Agreement. 2. PRELIMINARY PHASE During the preliminary phase, CTIC agrees to consult with the Ci�j� Coun— � _ cil, according to the direction of the City Council,. and with appropriate �ity �taff inembers to detezmine the City's requiremeats for the project. - 3. DISCUSSTON OIITL_I_NE CTIC will prepar� a preliminary discussion outliae of the gublic policp issues in sufficient detail to indicate clea�ly the �roblems involved, and the alternatives ava31a.b1� t:o the City. 4. PREPARATION OF ORDINANCE Upon request of the City, CTIC will prepare a draft franchise ordinance incorporating the City's policy decisions or review the franchise ordinance prepared by City Staff and submit an advisory repart evaluating said ordia— ance. . �. •'► . _ _.. .._, __.,._.,.. .,.. ,.._.._ ,....._ . �.. , __.. ,_. _ _ , _.,, �. ' . - � 3 5. PREPARATION OF INVITATION FOR APPLICATIONS Once the City reaches agreement on policy questions, CTIC agrees te pre- pare the Invitation for Applications (IFA) documents, including €ranchise ap- plication forms and instructions to applicants. In the instructions to the bidders, CTIG shall clearly indicate aII terms and conditions for application, describe the City's policy deteratina�ions in- cluding negotiable and nonnegotiable features of the franchise, and the cri- � teria for proposal evaluation• A copy of the proposed fxan.chise ordinance and any other information which may be helpful to the cable televisias com- panies in preparing their respective bid proposals shall be inc�uded with the IFA documents. CTIC shall create application forms tailored to reflect the City's policy deciaions and such forms shall be uniform in cQ�struction and such. that they shall ensure the uniform evaluation of aIl pr.oposals. �1"hese forms shall re- quire pro forma financial data which will permit the evaluation of tbe finan- cial. soundness of each appl�cant as well as system viability, and the level of actual finaneial commitmen� to the propoaed pro�ect by such bidders, and which will allow the City to compare actual performance to proposed perform- ' ance of the successful bidder• CTIC shall submit a draft of the instructions to app�icants and applica- tion forms to the City for review prior to solicitation of appllcations. FaI- lowing review and any modification and approval by the G�ty, a fina2 copy of the IFA and all attendant documents shall be delivered bp CTIC to the Citp for p*inting and mailing to interested parties. 6. EVALUATION OF PROPOSAL PAASE CTIC shall be responsible for evaluating a11 applicaat proposals for cable television service. For each applicant, CTIC's report tu the City shall . - • 4 contain a presentation regarding the applicants' ownership structure; and evaluation of the applicants' ability to obtain financing; an anlysis of the applicants' financial pro�ections; evaluation of the system design and engi- neering details of the proposal; a clear description of the program package and proposed services; and a summary of CTIC's findings. Followi.ng preparation of the aforesaid evaZuation report, CTIC staff will meet wi.th City officials regarding the findings contained in the report. CTIC agrees to provide a staff inember upon request af the City to par- ticipate as an advisor in any public hearings in which the character, finans cial or other qual.ifica�ions of the apglicants may be reviewed. CTIC will also prepare upon request of the City a supplemental written report addressing any additional information submitted by applicants as a re5ult of the hesrings and CTIC's evaluation report. ARTICLE II: ADDITIONAL SERVICES OF CTIC If authorized in writing by the Citp, CTIC will furnish additional ser- vices of the following type�, which will be paid for bp the Citp ou an actual cost basis, including overhead. 1. Prepare an advisory report. outlining policy alternatives to conventional franchising of private cable communications systems. 2. Provide additional information and research to the City as the City shall deem necessary. • ' . 5 ARTICLE III: AUTHORIZATION FOR CTIC TO OBTAIN TECANICAL ASSISTANCE . It is herebq agreed that although the analytic and technical advice to be provided under the terms of this Agreement will be performed by CTIC, or its employees, CTIC shall have the authoritq to retain outside technical assistance to help on this project subject to the approval. of the City. . ARTICI�E IV: CITY'S RESPONSIBILITIES 1. City's responsibilities in connection with this pro�ect shall be as follows: � a. The City shall provide fu11 information as to the requirements �or the project. b. The City staff shall prepare a comprehensive cable television fran- chise ordinance which shall reflect the policy decisions of the City Council, _ unless it is determin�d pursuant to Article I that CTIC shall prepa�e such - an otdinance. If prepared by the City, such o�dinance shall be review�d by CTIC in draft form prior to the solicitation of applications. c. The City hereby agrees to provide basic demographic data such as total street miles in the service area, number of dwelling units, population trend projections, areas where underground installation will be required and. the City's specification far underground servi.ces. The data prov�.ded shall be of such timeliness and accuracy that it may be reasonably used by alI ap- plicants in the preparation of reasonably accurate and uniform applica:tions. _ ___.. .. , ...._-. _. _. :. _. ._.. .. . . ._.._ _. _..�r._. . � ri�.... . � w� �. .x 6 . d. The City shall determine the number of ineetings and public hearings in which it is desired that CTIC advisory personnel shall participate, and CTIC sha11 be dulp compensated pursuant to the schedule in Article VII. e. The City shall undertake the printing and publication of alI reports and documents waless the City specifi.cally requests that CTIC pe=form this service. � f. The Chairman of the Gi,ty's Energq and IItilities Committea or his designate shall act as the City's representative with respect to th� work to be performed hereunder. Such person shall have complete authority ta trans— mit instructions, receive information, and interprete and define the City's - policiss and decisions with respect to the work covered bp: this Agreement. ARTICLE V: PE1tI0D OF SERVIGE This Agreement shal.l commence and be effective upon execution by all parties and shall terminat� o�e year from said date of esecutian or upon com— pletion of all work required und�r ths terms and conditions af this Agree— ment, unless otherwise terminated in the manner provided below. ARTICLE VI: TERMINATION It is mutua2ly understood and agreed by the parties to th3s Agreement that either party shall have the right to terminate this Agreement by deliv— _ ering to the other parties by registered mail, return receipt requested, . - • � postage prepaid, thirty (30) days writtien notice of termination. A termina- tion notiee to any party shall be addressed to such party at the address set forth above, unless a different address shall have been specified as the principal. place of business of such party by written natice to the other partyo It is further understood and agreed that should ttte City terminate this Agreement prioz to comgletion of all the work specified in the terms and conditions contained herein, the Citq shall be� liable to pay time and expenses for work actuallp completed at of the date of termination of this 1�greemeat. ARTICLE VII: COMPENSATTON 1. CTIC agrees to charge.the City. for the consulting serv3ces herein speci- fied on tha basis of actual costs of professional time and .travel, plus ni�e-� teen percent (19X) overhead on expenses onl.y. Professional s�aff time sha1T not exceed Fifty Dollars ($50.00) per hour, overhead included. The estima�ed cost of services required under the terms and conditions of the Agreement may • be broken down as follows, but is not necessarily limited to tfie amaunts stated. a. Initial Work Session. • Policy daterminatioa includes travel and professional costs for one-day consultation, preparation of discussion outline and meeting with appropria�e City persannel. $ 90U. b. Franchise Ordinaace. i. Review franchise ordinance prepared by Citp; or 600 ii. Prepared franchise ordinance for review by City. 2,000 c. Invitation far Applications. • Development of application solicitation documents (Invitation for Agplications) 5,200 , . 8 . d. Proposal E�aluation. s Charges for proposal evaluations vary with the number and complexity of bids rec�ived. Using the proposed CTIC forms, the following estimated charges shall be made for proposal evalua.tioms:. * First application $5,000; * Second through fifth applications 4,SQ0 each; * Over five applications 4,000 each. NOTE: Tiie above estimatea include the preparation of a written report of the findiags of CTIC, and a one—day visit to the City by CTIC professional pexsonnel ta present and discuss the report and to answer questions of ttte City Council and agplicants- e. Additional Trips. Additional trips requested by the City shall be an a time and ex— psnse basis according to the schedule contained in this section. 2. The above figures are reasanable estimates. �ctual charges shal?. be billed to the City• 3. CTIC shall submit itemized statemeats to the Chairman of. �he City`s. Energy and Utilities Committee on a monthlq basis, based upon accurate time records, prior to the fifteen day of each month during �he term of this Agreement, acco�ding to the terms and condit3ons set out herein, said state-�: ments to be due and payable within thirty (3�) days fram date of billing. ARTICLE VIII: LIAEiILITY OF CTIC It is expressly understood by the City that it will m�ke any and aIl decisions with respect to whom the franchise is awarded and that CTIC"s role is only advisory. .�► _ . . . _..�. . 9 ARTICLE IX: ASSIGftMENT OF AGREEMEI3T This Agreement shall.,aot be assigned without the p�i.or written conseat of all parties hereto. ARTICLE %: CONFIDENTIALIT4 CTIC shall. consider its relationship with the City �o be confidential an3 will not release doc.waents, reports or work product to any person ather than an authorized agent of the City without the egpress authc�rization of its ' designated zepresentative as defin�d in Article IV, paragragh .l(f). ARTICL� XI: INDE[�tITY It is expressly understood and agreed by the parties to this Agreemen� that the City agrees to indemnify and hold harmless CTIC from and against any �oss, cost or easpense arfsing out of legal actions, suits Qr adiministrative proceedinga of whatever nature, type or description, as a result of CTIC's performance and this Agreement eacept actions arisin$ due ta negligence of CTIC or 3ts employees. Provided, that in the eveat any such proceediag is ' comnmenced, the City shall have the right to undertake ar particigate in such proceedings and CTIC shall have the obligation to fully and completelg coop— erate w�th the City in any such effort. �� . 10 ARTICLE %II: MISCELLANEOUS 1. PARAGRAPH HEADINGS . The paragraph headiags contained in this Agreement are for reference purposes anly, and shall not affect in any way the meaning or interpretation of this Agreement. � 2. ENTIRE AGREEMENT The foregoing constitutes the entire Agre�ment between the parties and shall not be changed, modified, amended, extended, terminated, waived ar dis- - - charged escept by an instrument in writing sign�d bq the parties hereta. 3. SEVER.ABILITY � If any provision in this Agreement is finally deelared inconsistent with any ordi.nance, statute, or legal decision, by any court. have �urisdiction over this Agreement, such a decision shall apply onlp to that pravision of � this Agreement, and CTIC shaI.I have the optioa of either terminating this ' agreement pursuant to Article VI or performi�rg the Agreement under Article I. CTIC must notify the City of its decision within tan (10) days fxom the date that the judicial deeision becomes final. 4. GOVERNING LAW This Agreement shall be governed by the laws of the State of Minnesota. �� . � 1� ��'` ` 5. COUNTERPARTS This Agreement may be signed in any number of caunterparts w�ith the same effect as if the signatures to each such counterpart were upon the same instrument. IN WITNESS WHEREOF, Che parties hereto have caused this Agreement to be executed on the day and year first above written. ��"un�- �� O 9��� CITY OF SAI�TT PAIIL yor Date Director, Department of Finance Date and Maaagemeat Services �t Attest � . Date `'�praved as to Formt ` ry� '�'� .�j� (�� � � /�'° �J c�iv �'J taa City Attorney �ate THE CABL TEL VISTON IN ORMATION CENTER: 3r �� Pres dent, Harold E. Horn Date - Attest: ' �.��� �e ��.�f 3 / �s � �� _'_.—� --- Date i � ; _,....,.a�.,,,.- .,.,.,�,.._,.�..,.,... __ .._..__.�-_._.______ �_.u_...,.__ .. .,_._.. .._.,...._,.�._,.___.�._v�____�.._. __.,.. _....._. .._....___–r___ _. a;