City of Culver City, California
City Council Agenda Item Report
RECOMMENDATION:
That the City Council approve an extension of the Agreement with Richards, Watson
& Gershon (RWG) for legal services related to cable television franchise issues for
the period of July 1, 2005 through March 31, 2006 in an amount not to exceed
$28,353.00.
BACKGROUND/DISCUSSION:
On August 23, 2004, the City Council authorized an Agreement (Attachment 1) in
the Amount of $18,000 to contract with RWG. Administration staff has worked with
Mr. Bill Rudell of RWG on the cable franchise negotiations during last fiscal year and
during recent months. At this time, staff recommends amending RWG’s contract to
include services performed beyond the existing agreement. These services are
outlined below:
Additional meetings at City Hall with staff, Comcast representatives, the City
Council Cable Subcommittee, and at City Council meetings.
Protracted negotiations with Comcast concerning the provisions of a new
regulatory ordinance.
Terms and conditions of a franchise renewal agreement.
“Corrective action plan”, whereby electrical code violations will be addressed
by Comcast in a timely manner.
Meeting Date: 11/21/05 Item Number: A-2
AGENDA ITEM: Consideration of an Extension to the Agreement with Richards,
Watson & Gershon for Legal Services Related to Cable Television Franchise
Issues for the Period of July 1, 2005 through March 31, 2006 in an Amount Not to
Exceed $28,353.00.
Contact Person/Dept.: Shelly W. Chagnon Phone Number: (310) 253-6008
Fiscal Impact: Yes [X] No [] General Fund: Yes [X] No []
Public Hearing: [] Action Item: [X] Attachments: [X]
Public Notification:
Master Notification List (11/16/05); Richards, Watson & Gershon (11/15/05)
Department Approval:
Jerry B. Fulwood 11/16/05
CAO Approval:
Jerry B. Fulwood 11/16/05
City Controller Approval:
Marlee Chang 11/16/05City of Culver City, California
City Council Agenda Item Report
System Transfer
The City has paid $18,000.00 and has been billed $12,352.40 for July through
September 2005. RWG anticipates that future fees through March 31, 2006 will not
exceed $16,000.00 including disbursements. Therefore, staff recommends a total
amended contract amount not to exceed $28,353.00.
FISCAL ANALYSIS:
Staff proposes the following funding for the Amended Agreement:
Chief Administrative Officer’s Other Contractual Services Budget
(10110100.619800): $7,200.00
Appropriated Reserves: $21,153.00
Total Budgeted Amount $28,353.00
ATTACHMENTS:
1. Contract No. 2004-181 - Standard Form Contract with Richards, Watson &
Gershon for Legal Services Related to Cable Television Franchise Issues.
MOTION:
That the City Council:
1. Authorize the use of $21,153.00 in Appropriated Reserves for the Agreement
with Richards, Watson & Gershon; and
2. Approve an extension to the Agreement with Richards, Watson & Gershon for
Legal Services Related to Cable Television Franchise Issues in an amount
not to exceed $28,353, and
3. Direct the City Attorney to prepare the proper documents and authorize the
Chief Administrative Officer to execute the Agreement on behalf of the City.
MEETING DATE November 21, 2005
AGENDA ITEM Consideration of an Extension to the Agreement with
Richards, Watson & Gershon for Legal Services for Legal
Services Related to Cable Television Franchise Issues for the
Period of July 1, 2005 through March 31, 2006 in an Amount
Not to Exceed $28,353 00
ATTACHMENTS
Pages
1 Contract No 2004-181 - Standard Form Contract with 1-9
Richards, Watson & Gershon for Legal Services Related to
Cable Television Franchise IssuesContract No 2004-181
CITY OF CULVER CITY
STANDARD FORM CONTRACT
WITH RICHARDS, WATSON & GERSHON
FOR LEGAL SERVICES RELATED TO
CABLE TELEVISION FRANCHISE ISSUES
THIS AGREEMENT is made and entered into by and between THE CITY OF
CULVER CITY, a municipal corporation, hereinafter referred to as "City," and
RICHARDS, WATSON & GERSHON, a professional corporation, hereinafter
referred to as "Consultant"
1 CONSULTANT'S SERVICES Consultant agrees to perform, during the
term of this Agreement, the tasks, obligations and services set forth in the
"Scope of Service" attached to and incorporated into this Agreement as
Exhibit "A"
2 TERM OF AGREEMENT The term of this Agreement shall be from the
effective date pursuant to Paragraph 27 of this Agreement and shall end
upon satisfactory completion of the work, as reasonably determined by
City's Assistant Chief Administrative Officer
3 PAYMENT FOR SERVICES City shall pay for the services performed by
Consultant pursuant to the terms of this Agreement, the compensation set
forth in the "Schedule of Compensation" attached to and incorporated into
this Agreement as Exhibit "B" The compensation shall be paid at the
time and manner set forth in said Exhibit "B"
4 TIME FOR PERFORMANCE Consultant shall not perform any work
under this Agreement until (a) Consultant furnishes proof of insurance as
required under Paragraph 7 of this Agreement, and, (b) City gives
Consultant a written and signed Notice to Proceed|109| DESIGNATED REPRESENTATIVE(S)
William B Rudell shall be the designated Consultant Representative and
shall be responsible for job performance negotiations contractual
matters and coordination with the City Consultant Representative shall
actually perform or provide immediate supervision of Consultant s
performance of the Scope of Service
6 HOLD HARMLESS Consultant shall be responsible for any and all
injuries to or death of any person, and for any and all damage to any and
all real or personal property including City's or others caused by or
resulting from any acts, errors or omission of Consultant its employees or
Page 1its agents arising out of or connected with rendition of services hereunder
Consultant shall defend hold harmless and indemnify City and its officers
and employees from any and all liability claims, including costs, for
damages to real or personal property or personal injury or death, resulting
from Consultant's its employees or agent's acts, errors or omissions
arising out of or connected with rendition of services hereunder
7 INSURANCE Without limiting its obligations pursuant to Paragraph 6 of
this Agreement Consultant shall submit one or more duly executed
certificates of insurance for Comprehensive General Liability in the
minimum amount of One Million Dollars ($1 000,000) single limit coverage
(endorsed by an endorsement, approved by the City Attorney)
Automobile Liability in the minimum amount of $500,000/$500,000,
Professional Liability Insurance in the minimum amount of
$1,000,000/$2 000,000 and Workers Compensation insurance in
statutorily required amounts
8 INDEPENDENT CONSULTANT STATUS City and Consultant agree that
Consultant, in performing the services herein specified, shall act as an
independent Consultant and shall have control of all work and the manner
in which it is performed Consultant shall be free to contract for similar
service to be performed for other employers while under contract with
City Consultant is not an agent or employee of City, and is not entitled to
participate in any pension plan, insurance, bonus or similar benefits City
provides for its employees Consultant shall be responsible to pay and
hold City harmless from any and all payroll and other taxes and interest
thereon and penalties therefor which may become due as a result of
services performed hereunder
9 NON-APPROPRIATION OF FUNDS Payment due and payable to
Consultant for current services is within the current budget and within an
available, unexhausted and unencumbered appropriation of City In the
event City has not appropriated sufficient funds for payment of Consultant
services beyond the current fiscal year, this Agreement shall cover only
those costs incurred up to the conclusion of the current fiscal year
10 ASSIGNMENT This Agreement is for the specific services with
Consultant as set forth herein Any attempt by Consultant to assign the
benefits or burdens of this Agreement without written approval of City
shall be prohibited and shall be null and void, except that Consultant may
assign payments due under this Agreement to a financial institution
11 RECORDS AND INSPECTIONS Consultant shall maintain full and
accurate records with respect to all services and matters covered under
this Agreement City shall have free access at all reasonable times to
such records and the right to examine and audit the same and to make
transcripts therefrom and to inspect all program data, documents,
proceedings and activities Consultant shall maintain an up-to-date list of
Page 2key personnel and telephone numbers for emergency contact after normal
business hours
12 OWNERSHIP OF CONSULTANT'S WORK PRODUCT City shall be the
owner of any and all computations, plans, correspondence and/or other
pertinent data, information documents and computer media, including
disks and other materials gathered or prepared by Consultant in
performance of this Agreement, or at any earlier or later time when the
same may be requested by City Such work product shall be transmitted
to City within ten (10) days after a written request therefor Consultant
may retain copies of such products All written documents that are
intended for public review shall be provided to City in a format suitable for
posting on the Internet
13 NOTICES All notices given or required to be given pursuant to this
Agreement shall be in writing and may be given by personal delivery or by
mail Notice sent by mail shall be addressed as follows
To City City of Culver City
Attention Deborah Fancett
Assistant Chief Administrative Officer
9770 Culver Boulevard
Culver City, CA 90232-0507
To Consultant Richards, Watson & Gershon
Attention—William-B— Rudell 355 South Grand Avenue, 40 th Floor
Los Angeles, CA 90071-3101
14 TAXPAYER IDENTIFICATION NUMBER Consultant shall provide City
with a complete Request for Taxpayer Identification Number ("TIN") and
Certification, Form W-9, as issued by the Internal Revenue Service
Consultant's Tax Identification Number is
15 PERMITS AND LICENSES Consultant, at its sole expense, shall obtain
and maintain during the term of this Agreement, all appropriate permits,
licenses and certificates that may be required in connection with the
performance of services under this Agreement including but not limited
to, a Culver City business tax certificate
16 APPLICABLE LAWS, CODES AND REGULATIONS Consultant shall
perform all work in accordance with all applicable laws, codes and
regulations required by all authorities having jurisdiction over such work
Consultant agrees to comply with prevailing wage requirements as
specified in the California Labor Code Sections 1770 et seq
17 This Section intentionally omitted
Page 318 RIGHT TO UTILIZE OTHERS City reserves the right to utilize others to
perform work similar to the services provided hereunder
19 MODIFICATION OF AGREEMENT This Agreement may not be
modified nor may any of the terms, provisions or conditions be modified
or waived or otherwise affected, except by a written amendment signed by
all parties hereto
20 WAIVER If at any time one party shall waive any term provision or
condition of this Agreement, either before or after any breach thereof, no
party shall thereafter be deemed to have consented to any future failure of
full performance hereunder
21 COVENANTS AND CONDITIONS Each term and each provision of this
Agreement to be performed by Consultant shall be construed to be both a
covenant and a condition
22 RIGHT TO TERMINATE City may terminate this Agreement at any time,
with or without cause, in its sole discretion, with thirty-days' (30-days )
written notice
23 EFFECT OF TERMINATION Upon termination as stated in Paragraph
22 of this Agreement, City shall be liable to Consultant only for work
satisfactorily performed by Consultant up to and including the date of
termination of this Agreement, unless the termination is for cause in
which-event-Consultant-need-be compensated only to the extent required
by law Consultant shall be entitled to payment for work satisfactorily
completed to date, based on a proration of the monthly fees set forth in
Exhibit "B" attached hereto Such payment will be subject to City's receipt
of a close-out billing
24 GOVERNING LAW The terms of this Agreement shall be interpreted
according to the laws of the State of California If litigation arises out of
this Agreement, then venue shall be in the Superior Court of Los Angeles
County
25 LITIGATION FEES If litigation arises out of this Agreement for the
performance thereof, then the court shall award costs and expenses
including attorney's fees, to the prevailing party In awarding attorney's
fees the court shall not be bound by any court fee schedule but shall
award the full amount of costs, expenses and attorney's fees paid or
incurred in good faith
26 INTEGRATED AGREEMENT This Agreement represents the entire
Agreement between City and Consultant regarding cable franchise issues,
and all preliminary negotiations and agreements are deemed a part of this
Agreement No verbal agreement or implied covenant shall be held to
vary the provisions of this Agreement This Agreement shall bind and
Page 4APPROVED AS TO FINANCING
Eric Shapiro
City Controller
inure to the benefit of the parties to this Agreement and any subsequent
successors and assigns
27 EFFECTIVE DATE The effective date of this Agreement Is the date it is
signed on behalf of City, and shall remain in full force and effect until
amended or terminated, provided that the indemnification and hold
harmless provisions shall survive the termination
RICHARDS WATSON & GERSHON
Dated
Cl
itia 104 By L-n-
C)
Its
Dated 1:A i tut IC.)4 By 4
S IV% ,49
Its
(AAA., sr Clts
CITY F CULVER CITY, CALIFORNIA
Dated q1-2.--,716,;.4
via
--
Jer Fulwood
Chief Administrative Officer
APPRO D TO CONTENT
!Debora ancett
Assistant Chief Administrative Officer
Oktey( 4--eJ,_kitLer
Carol A Schwab,
City Attorney
APPROVED AS TO FORM
Page 5Contract No 2004-181
EXHIBIT A
CITY OF CULVER CITY
AGREEMENT
WITH RICHARDS WATSON & GERSHON
FOR LEGAL SERVICES RELATED TO
CABLE TELEVISION FRANCHISE ISSUES
SCOPE OF SERVICE
Consultant shall perform the following tasks
1 Review City's current Franchise Agreement with Comcast, including any
upplements to that agrecmcnt
2 Review City's current cable television regulatory ordinance and any
additional regulations that may have been adopted to implement that
ordinance
3 Draft a new cable television franchise renewal agreement that reflects
current federal and state statutes and regulations, current case law, and
the City's cable-related needs and interests
4 Consult with City staff and City-selected consultants to ensure that the
cable-related needs and interests of the community are fully addressed in
the cable television franchise renewal agreement and in the negotiations
with Comcast related to that agreement
5 If directed by the City, draft a new cable, video, and telecommunications
regulatory ordinance that addresses all categories of multi-channel video
programming distributors, including cable operators, open video system
operators and direct broadcast satellite operators, as well as
telecommunications service providers that use the public rights-of-way A
critical element of this new ordinance would be stringent customer service
and protection standards to be imposed upon all franchise operators
• "'
PAGE 1 Of 2Contract No 2004-181
6 As directed by the City negotiate with Comcast s representatives
concerning the draft cable television franchise renewal agreement that
addresses the cable-related needs and interests of the community,
including the cable operator s support of public, educational and
governmental access channels
7 As directed by City s Chief Administrative Officer, attend public hearings
or meetings and periodic meetings of City staff and City consultants, for
the purpose of addressing issues concerning the cable television
franchise renewal process and monitoring its progress
PAGE 2 Of 2