HomeMy WebLinkAboutContract CAG-17-012
CABLE TELEVISION FRANCHISE MANAGEMENT CONSULTING SERVICES AGREEMENT
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This agreement is entered into theo23 day of��o�, . 201�, by and between
the City of Renton, a municipal corporation of the State of Washington, hereinafter referred
to as "City," and Bradley Law LLC, d/b/a Bradley Berkland Hagen Herbst, hereinafter referred
to as "Consultant," whose office is located at 1976 Wooddale Drive, Suite 3A, Woodbury,
M N 55125-4391.
RECITALS:
Whereas, the City desires certain cable franchise management and renewal
consulting services, and the preparation and delivery of, without limitation, one or more
sets of reports, surveys, and other writings ("Services") as more fully described in Exhibits A
and B. Whereas, the City desires to engage the Consultant, including its employees and
subconsultants, in providing the Services by reason of its qualifications and experience in
performing the Services, and the Consultant has offered to complete the Services under the
terms and conditions and in the manner set forth herein;
Now therefore, in consideration of the covenants, terms, conditions, and provisions
of this Contract, the parties agree:
Section 1. Term
This contract will commence on the date of its execution by the City, and will
terminate on December 31, 2018, unless the City earlier terminates this contract. Upon
receipt of the City's direction or notice to commence performance, the Consultant will
commence the performance of Services in accordance with the time schedule set forth in
Exhibits A and B.
Section 2. Scope of Services: Changes & Corrections
2.1 The Services will be performed in accordance with the Scope of Work set
forth in Exhibits A and B.
2.2 The City may order changes in the scope or character of the Services, either
decreasing or increasing the amount of work required of the Consultant, as the negotiations
with the cable franchisee may warrant. In the event that such changes are ordered, subject
to the approval of the Renton City Council, as may be required, the Consultant will be
entitled to full compensation for all work performed prior to the Consultant's receipt of the
notice of change and further will be entitled to request an extension of the time schedule if
necessary. Any increase in compensation for substantial changes will be determined in
accordance with the provisions of this contract. The City will not be liable for the cost or
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payment of any change in the Scope of Services, unless before the Consultant commences
such performance, the City agrees in writing to the amount of additional compensation
attributable to the change.
2.3 Where the Services entail the preparation or drafting and submission of,
without limitation, reports, surveys, and other documents, any and all errors, omissions, or
ambiguities in the reports, surveys, and other documents will be corrected by the Consultant
at no cost to the City, provided the City gives notice to the Consultant.
Section 3. Qualifications, Status, and Duties of the Consultant
3.1 The Consultant represents and warrants that it has the expertise and
professional qualifications to furnish or cause to be furnished the Services. The Consultant
further represents and warrants that the project director and every individual, including any
subconsultants, charged with the performance of the Services are duly licensed or certified
by the State of Washington, to the extent such licensing or certification is required by law, to
perform the Services, and that the Services will be executed by them or under their
supervision.
3.2 The Consultant may use or employ additional subconsultants in connection
with the performance of services under this contract only after obtaining the prior written
approval of the City of named individuals, their business names, if any, and their rates and
fee charges. The City reserves the right to refuse payment of such fees if the Consultant
does not obtain prior approval.
3.3 In reliance on the representations and warranties set forth in this contract,
the City hires the Consultant to perform, and the Consultant shall perform, or cause to be
performed, the Services in accordance with the provisions of this Contract and its exhibits.
3.4 The Consultant will be the project director and will have supervisory
responsibility for the performance, progress, and execution of the Services. Michael R.
Bradley or a designated representative of the Consultant will be assigned as the project
coordinator who will represent the Consultant during the day-to-day performance of the
Services. If circumstances or conditions subsequent to the execution of this contract cause
the substitution of the project director or project coordinator for any reason, the
appointment of a substitute project director or substitute project coordinator will be subject
to the prior written approval of the project manager(as defined below).
3.5 The Consultant represents and warrants that it will:
3.5.1 procure all permits and licenses, pay all charges and fees, and give all
notices that may be necessary and incidental to the due and lawful prosecution of the
Services;
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3.5.2 keep itself fully informed of all existing and future Federal, State of
Washington, and local laws, ordinances, regulations, orders, and decrees that may affect
those engaged or employed under this contract and any reports, surveys, and other
documents to be prepared by or at the direction of the Consultant or in furtherance of the
Consultant's performance of the Services;
3.5.3 at all times observe and comply with, and cause its employees and
subconsultants, if any, who are assigned to the performance of this contract to observe and
comply with, the laws, ordinances, regulations, orders, and decrees mentioned above; and
3.5.4 will report immediately to the project manager, in writing, any
discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and
decrees mentioned above in relation to the reports, surveys, and other documents.
3.6 Any report, survey, and other document given to, or prepared or assembled
by the Consultant or its subconsultants under this contract, will become the property of the
City and will not be made available to any individual or organization by the Consultant or its
subconsultants, if any, without the prior express written approval of the Chief Administrative
Officer.
3.7 The Consultant will provide the City with four (4) copies of any and all writings
that are made a part of the reports, surveys, and other documents upon their completion
and acceptance by the City. There shall be no extra cost to the City for provision of these
multiple documents or reports.
3.8 If the City requests additional copies of any writings that are a part of the
reports, surveys, and other documents, the Consultant will provide such additional copies
and the City will compensate the Consultant for its reasonable duplicating costs.
3.9 The Consultant will be responsible for employing or engaging all persons and
subconsultants deemed necessary to assist the Consultant in performing the Services. All
employees and subconsultants of the Consultant will be deemed to be directly controlled
and supervised by the Consultant, which will be responsible for their performance. If any
employee or subconsultant of the Consultant fails or refuses to carry out the provisions of
this contract or appears to be incompetent, the affected employee or consultant will be
discharged immediately from further performance under this contract on demand of the
project manager. The appointment of the subconsultants must be approved in advance by
the City in writing, and must remain acceptable to the City during the term of this contract,
provided, however, all subconsultants identified in the Consultant's proposal and accepted
by the City upon execution of this contract are not subject to this provision.
3.10 In the execution of the Services, the Consultant and its subconsultants, if any,
will at all times be considered independent contractors and not agents or employees of the
City.
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3.11 In addition to the services listed in paragraph 2.1, the Consultant may
perform at its hourly rate listed in Exhibit B or obtain or cause to be performed or obtained
any and all of the following optional Services related to cable franchise management, as may
be required by the City:
3.11.1 providing services to the City in connection with any public or non-
public hearing or meeting, arbitration proceeding, or proceeding of a court of record;
3.11.2 performing any other optional Services that may be agreed upon by
the parties subsequent to the execution of this contract; and
3.11.3 other optional Services now or hereafter described in Exhibit B.
Section 4. Duties of the City
4.1 The City will timely furnish or cause to be furnished information relating to
Consultant's requirements under this Contract.
4.2 1ay Covington, Chief Administrative Officer, or his designee, and Preeti
Shridhar, Deputy Public Affairs Administrator, will represent the City for all purposes under
this contract.
4.3 The City, represented by the Chief Administrative Officer and the Deputy
Public Affairs Administrator, will review and approve, as necessary and in a timely manner,
the reports, survey instruments and methods, and other documents, and each phase of
work performed by the Consultant.
4.4 If the City observes or otherwise becomes aware of any default in the
performance of the Consultant, the City will use reasonable efforts to give written notice
thereof to the Consultant in a timely manner.
Section 5. Compensation
5.1 The City will compensate the Consultant for the following services and work:
5.1.1 In consideration of the full performance of the Services in connection
with cable franchise management services, as indicated in Exhibit A, the City will pay the
Consultant as indicated in Exhibit B.
5.2 The schedule of payments will be made pursuant to Exhibit B.
Section 6. Accounting,Audits, Ownership of Records
6.1 Records of the direct expenses incurred in connection with the performance
of Services listed in Exhibit A will be prepared, maintained, and retained by the Consultant in
accordance with generally accepted accounting principles, and will be made available to the
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City for auditing purposes at mutually convenient times during the term of this contract and
for three (3) years following the expiration or earlier termination of this contract.
6.2 The originals of any reports, surveys, and other documents prepared by or
under the direction of the Consultant in the performance of this contract will become the
property of the City, irrespective of whether the Services are completed, upon the City's
payment of the amounts required to be paid to the Consultant. These originals will be
delivered to the City without additional compensation.
Section 7. Indemnity
The Consultant agrees to protect, indemnify, defend and hold harmless the City, its
Councilmembers, officers, employees and agents, from any and all demands, claims, or
liability of any nature, including death or injury to any person, property damage or any other
loss, caused by or arising out of the Consultant's, its officers', agents', consultants' or
employees' negligent acts, errors, or omissions, or willful misconduct, or conduct for which
applicable law may impose strict liability on the Consultant in the performance of or failure
to perform its obligations under this contract.
Section 8. Waivers
8.1 The waiver by either party of any breach or violation of any covenant, term,
condition or provision of this contract or of the provisions of any ordinance or law will not be
deemed to be a waiver of any such covenant, term, condition, provision, ordinance, or law
or of any subsequent breach or violation of the same or of any other covenant, term,
condition provision, ordinance or law. The subsequent acceptance by either party of any fee
or other money that may become due hereunder will not be deemed to be a waiver of any
preceding breach or violation by the other party of any covenant, term, condition, or
provision of this contract or of any applicable law or ordinance.
8.2 No payment, partial payment, acceptance, or partial acceptance by the City
will operate as a waiver on the part of the City of any of its rights under this contract.
Section 9. Insurance
9.1 The Consultant, at its sole cost and expense, will obtain and maintain, in full
force and effect during the term of this contract:
• commercial general liability insurance in the amount of$1,000,000 with
$2,000,000 in the aggregate;
• $1,000,000 auto liability insurance (needed if a vehicle will be used in
performance of work, including delivery of products to worksite);
• $1,000,000 excess liability insurance;
• proof of Workers' Compensation coverage (provide the number); and
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• $1,000,000 professional liability insurance.
A certificate of insurance (ACORD form) shall be delivered to the City before the City
executes this agreement. The certificate shall name the City of Renton as an additional
insured, the endorsement page from the policy shall be attached, and the cancellation
clause shall be modified to state: "Should any of the above described policies be canceled
before the expiration date thereof, the issuing company will mail 45 days written notice to
the certificate holder to the left."
9.2 All insurance coverage required hereunder will be provided through carriers
with Best's Kev Ratin�Guide ratings of A:VII or higher that are admitted to transact
insurance business in the State of Washington. Any and all subconsultants of the Consultant
retained to perform Services under this contract will obtain and maintain, in full force and
effect during the term of this contract, identical insurance coverage, naming the City as an
additional insured under such policies as required above.
9.3 Certificates of such insurance, preferably on the forms provided by the City,
will be filed with the City concurrently with the execution of this contract. The certificates
will be subject to the approval of the City's risk manager and will contain an endorsement
stating that the insurance is primary coverage and will not be canceled or altered by the
insurer except after filing with the City's city clerk forty-five (45) days' prior written notice of
such cancellation or alteration, and that the City of Renton is named as an additional
insured. Current certificates of such insurance will be kept on file with the city clerk at all
times during the term of this contract.
9.4 The procuring of such required policy or policies of insurance will not be
construed to limit the consultant's liability hereunder or to fulfill the indemnification
provisions of this contract. Notwithstanding the policy or policies of insurance, the
consultant will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this contract,
including such damage, injury, or loss arising after the contract is terminated or the term has
expired.
Section 10. Workers' Compensation
The consultant, by executing this contract, certifies that it is aware of the provisions
of the Labor Code of the State of Washington, which requires every employer to be insured
against liability for workers' compensation or to undertake self-insurance in accordance with
the provisions of that Code, and certifies that it will comply with such provisions, as
applicable, before commencing the performance of the Services.
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Section 11. Termination or Suspension of Contract or Services
11.1 The Chief Administrative Officer, on behalf of the City, may suspend the
performance of the Services, in whole or in part, or terminate this contract, with or without
cause, by giving sixty (60) days' prior written notice thereof to the Consultant, or
immediately after submission to the City by the consultant of any completed item of
Services. Upon receipt of such notice, the consultant will immediately discontinue its
performance under this contract.
11.2 The Consultant may terminate this contract or suspend its execution of the
Services by giving thirty (30) days' prior written notice thereof to the City, but only in the
event of a substantial failure of performance by the City or in the event the City indefinitely
withholds or withdraws its request for the initiation or the continuation of Services.
11.3 Upon such suspension or termination by the City, the Consultant will be
compensated for the Services and the optional Services performed and approved prior to
the receipt of written notice from the City of such suspension or abandonment, together
with authorized additional and reimbursable expenses then due. If the Services are resumed
after they have been suspended for more than 180 days, any change in the Consultant's
compensation will be subject to renegotiation and, if necessary, approval of the Renton City
Council. If this contract is suspended or terminated on account of a default by the
Consultant, the "cost of cure" will be debited from the contractor's final compensation for
any work that needs to be redone and the City will be obligated to compensate the
Consultant only for that portion of the Consultant's services that are of direct and immediate
benefit to the City, as such determination may be made by the Chief Administrative Officer
in the reasonable exercise of his discretion. In the event of termination of this contract or
suspension of work on the Services by the City where the Consultant is not in default, the
Consultant will be paid for all services rendered and previously agreed upon by the City. The
total compensation payable under this contract will not exceed the payment specified under
Section 5 for the respective Services and optional Services to be furnished by the Consultant.
11.4 Upon such suspension or termination, the Consultant will deliver to the
Deputy Public Affairs Administrator immediately any and all copies of the reports, surveys,
and other documents, whether or not completed, prepared by the Consultant or its
subconsultants, or given to the Consultant or its consultants, in connection with this
contract. Such materials will become the property of the City.
Section 12. Assignment
This contract is for the personal services of the Consultant, therefore the Consultant
will not assign, transfer, convey, or otherwise dispose of this contract or any right, title or
interest in or to the same or any part thereof without the prior written consent of the City.
Consent to one assignment will not be deemed to be consent to any subsequent
assignment. Any assignment made without the approval of the City will be void and, at the
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option of the Chief Administrative Officer, this contract may be terminated. This contract
will not be assignable by operation of law.
Section 13. Notices
All notices hereunder will be given, in writing, and mailed, postage prepaid, by
certified mail, addressed as follows:
To City: Preeti Shridhar
Deputy Public Affairs Administrator
City of Renton Mayor's Office
1055 5. Grady Way
Renton, WA 98057
425-430-6500
425-430-6523 fax
PShridhar�rentonwa.�ov
To Consultant: Michael R. Bradley
Bradley Berkland Hagen Herbst
1976 Wooddale Drive, Suite 3A
Woodbury, MN 55125-4391
651-379-0900 x 101
mike@bradlevlawmn.com
Section 14. Conflict of Interest
14.1 In accepting this contract, the Consultant covenants that it presently has no
interest, and will not acquire any interest, direct or indirect, financial or otherwise, that
would conflict in any manner or degree with the performance of the Services.
14.2 The Consultant further covenants that, in the performance of this contract, it
will not employ consultants or other persons having such an interest mentioned above. The
Consultant certifies that no one who has or will have any financial interest under this
contract is an officer or employee of the City; this provision will be interpreted in accordance
with the applicable provisions of the Renton Municipal Code and the Revised Code of
Washington.
Section 15. Nondiscrimination
No discrimination will be made in the employment of persons under this contract because of
the age, race, color, national origin, ancestry, religion, disability, sexual preference, or
gender of such person.
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Section 16. Miscellaneous Provisions
16.1 The Consultant represents and warrants that it has knowledge of the
requirements of the federal Americans with Disabilities Act of 1990, and the Health and
Safety Code of the State of Washington, relating to access to public buildings and
accommodations for disabled persons, and relating to facilities for disabled persons. The
Consultant will comply with or ensure by its advice that compliance with such provisions will
be effected pursuant to the terms of this contract.
16.2 This contract will be governed by and construed in accordance with the laws of
the State of Washington, excluding its conflicts of law.
16.3 In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in King County Washington Superior Court or in the United
States District Court for the Western District of Washington.
16.4 The prevailing party in any action brought to enforce the terms of this
contract or arising out of this contract may recover its reasonable costs and attorneys' fees
expended in connection with that action.
16.5 This document represents the entire and integrated contract between the
parties and supersedes all prior negotiations, representations, and contracts, either written
or oral. This document may be amended only by a written instrument that is signed by the
parties.
16.6 The covenants, terms, conditions and provisions of this contract will apply to,
and will bind, the heirs, successors, executors, administrators, assignees, and consultants, as
the case may be, of the parties.
16.7 If a court of competent jurisdiction finds or rules that any provision of this
contract or any amendment thereto is void or unenforceable, the unaffected provisions of
this contract and any amendments thereto will remain in full force and effect.
16.8 All exhibits referred to in this contract and any addenda, appendices,
attachments, and schedules that, from time to time, may be referred to in any duly executed
amendment hereto are by such reference incorporated in this contract and will be deemed
to be a part of this contract.
16.9 This contract may be executed in any number of counterparts, each of which
will be an original, but all of which together will constitute one and the same instrument.
16.10 All communications between the parties shall be conducted in a manner that
protects and is intended to protect the confidential nature of such communications. The
Consultant acknowledges and agrees that the City seeks to protect any and all
communications with the Consultant under applicable laws, and the Consultant agrees to
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maintain the confidentiality of any and all communications with the City, its
Councilmembers and its employees, as practicable.
16.11 This contract is subject to the fiscal provisions of the approved City budget.
This contract will terminate without any penalty (a) at the end of any fiscal year in the event
that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal
year in the event that funds are only appropriated for a portion of the fiscal year and funds
for this contract are no longer available. This Section 16.11 will take precedence in the
event of a conflict with any other covenant, term, condition, or provision of this contract,
provided, however, that the City provides notice to Consultant in accordance with paragraph
11.1.
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this contract on the date first above written.
CITY OF RENTON BRADLEY LAW, LLC
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Jay vin ton, �O Michael R. Bradley, Owner
Taxpayer ID No. 41-1916962
Attachments
Exhibit A: Scope of Services-Administration
Exhibit B: Compensation Agreement
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Certificate of Acknowledgement
On this (� day of �.��UC?��U� , 201� before me the undersigned
notary public, personally appeared Michael R Bradley, proved to me through satisfactory
evidence of identification, to be the person whose name is signed on the preceding
document, and acknowledged to me that he signed it voluntarily for its stated purpose as
Owner of Bradley& Guzzetta, LLC, a limited liability company.
Witness my hand and official seal.
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NICOLA J.T. BRADLEY Sign,�ture of Not�y�ublic�
Notary Public-Minnesota who resides in Minnesota
`r' MY�mmleelw�Explres,1an 31,2021
My Commission Expires:��l�.n. 3� ,�i
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Exhibit A
Scope of Services - Administration
Consumer Protection and Complaints—Ongoing
• Assume responsibility for reviewing and promptly responding to all public inquiries regarding
cable television services, making every effort to bring such inquiries or complaints to a
satisfactory conclusion by negotiation with the cable operator whenever possible; and
• On-site inspection of areas of dispute to be performed when necessary for reconciliation
between the citizen and the cable operator.
Senior Citizen/Disabled Person Discounts—Ongoing
• Certify to the cable operator(s)that applicants for senior citizen/disabled person discounts
meet age and income limitations incorporated in Washington state guidelines.
Ordinance Compliance—Periodic
• Monitor time or other triggering criteria when appropriate to permit the City to request
additional non-entertainment features such as Public, Educational, and Government(PEG)
access and implementation of Institutional Networks(I-Nets); and
• Analyze and prepare reports on such periodic reports from the operator that may be
required by the Franchise Agreement.
Bond and Insurance—Annually(or as needed)
• Maintain a complete record of all bonds and insurance required by the franchise ordinances;
• Advise the City of any default of any such requirements; and
. Monitor performance bonds to make recommendations, if necessary,to the City of any
cause to exercise City options in the case of non-performance.
FCC Regulation—As Needed
• Maintain and update a file of FCC regulations as they pertain to municipal franchise
procedures; and
• Advise the City as to any significant change or modifications to these or any other Federal or
State legislation as applicable.
Annual Reports—Annually
• Upon request,furnish a report to the City not more than once in a 12-month period,
reviewing, analyzing and commenting upon activities during this period.
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Exhibit B
Compensation Agreement
TO CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF RENTON AND BRADLEY LAW, LLC
A. COMPENSATION
1. Cable Administration. Consultant shall perform the cable administrative services listed in
Exhibit A for a flat monthly fee of$1,000.00, plus disbursements
2. Hourly Rates. For all hourly work and any optional services,the following hourly fees shall
apply:
Michael R. Bradley $225.00
Associates $175.00
Paralegal/Law Clerk $125.00
B. DISBURSEMENTS
Disbursements (postage, supplies, long distance telephone)would be charged on an actual
cost basis. We anticipate the following expenses: photocopies; materials and supplies;
courier fees; reproduction; postage; Federal Express;travel (air, hotel, meals, ground
transportation, etc.); mileage at$0.485/mile or the current approved IRS rate; parking, court,
and administrative agency costs; expert witness fees; and other similar expenses.
Subcontracting involves a significant investment in administrative time. In addition,
Consultant is charged state tax on all of the subcontractor's fees. If it is necessary to
subcontract with other firms with the necessary expertise to assist the City, Bradley Law LLC
will at the City's request and approval enter into subcontracts with other consultants. The
City shall reimburse B&G for the actual cost of the subcontracts plus a 10% markup to cover
Bradley Law LLC additional overhead expense associated with the subcontract.
Submission of Invoices/Fee Adiustments Invoices for work will be submitted to the City
monthly and will be due and payable 30 days after submission. Balances owed for more than
30 days after invoice date may, at Consultant's option, accrue interest as allowed by
Washington law.
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