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Res 153-93 10/19/1993I RESOLUTION NO. ' 33' 9 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WICHITA FALLS AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSULTING SERVICES CONTRACT WITH RICE, WILLIAMS ASSOCIATES; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS RESOLUTION WAS PASSED WAS OPEN TO THE PUBLIC AS REQUIRED BY LAW. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS: SECTION 1. That the City Manager be and is hereby authorized to execute a contract for consulting services regarding re-franchising of the cable television franchise, in accordance with the terms, scope and conditions of said contract, the same attached hereto as Exhibit "A" and made a part hereof for all purposes. SECTION 2 . It is hereby officially found and determined that the meeting at which this resolution was passed was open to the public as required by law. PASSED AND APPROVED this the 19th day of October, 1993 . M A Y O R ATTEST: City lerk CONTRACT FOR CONSULTING SERVICES This AGREEMENT made this Z d day of t v , 1993, by and between the City of Wichita Falls, Texas (City) and Rice, Williams Associates, Inc. Consultant), a corporation duly organized and existing under the laws of the District of Columbia. WHEREAS, the City of Wichita Falls wishes to have consulting services conducted regarding cable television services, WHEREAS, the City of Wichita Falls desires to engage Consultant to undertake said project, hereinafter described, NOW THEREFORE, the City of Wichita Falls and Consultant do mutually agree as follows: ARTICLE 1 SCOPE OF WORK Consultant agrees to perform the following services from a specified document entitled, "Scope of Services", which is attached hereto and made a part of this Agreement: Initial Consultation and Negotiations. ARTICLE 2 TIME OF PERFORMANCE Consultant agrees to complete performance of the services specified in Article 1 by a date mutually agreed to by the City and Consultant. 1 ARTICLE 3 REPORT'S Reports on the various tasks will be provided to the City of Wichita Falls on dates mutually agreed to by the City and Consultant. ARTICLE 4 COMPENSATION The City will pay Consultant a sum not to exceed those specified in the Cost of Service section of the proposal, attached hereto and made a part of this Agreement. The hourly rates are: Senior Staff, $120.00; Staff, $ 85.00; and Attorneys, $165.00. In addition to this amount, the City will reimburse the Consultant for travel and expenses and for services during attendance at meetings and hearings on an at cost basis. The City may, from time to time, require changes in the scope of the services of Consultant to be performed hereunder, including but not limited to, the designation of one or more additional study areas. Such changes, including any increase or decrease in the amount of Consultant's compensation and changes in the terms of this Agreement which are mutually agreed upon by and between City and Consultant shall be effective when incorporated in written amendment to this Agreement. ARTICLE 5 METHOD OF PAYMENT Consultant will bill on a biweekly basis for services performed. The City shall pay invoices within 30 days of receipt. ARTICLE 6 CONTACTS FOR RESPONSIBILITY Don Williams and Jean Rice will be designated as Project Directors for this project by Consultant, and to manage and supervise the performance of this Agreement on behalf 2 of Consultant. Associated with the Project Directors will be staff members whose experience and qualifications are appropriate for this study. The City will be represented by Mr. Gregory D. Humbach, Attorney for the City, or his designee for all matters relating to this Agreement. ARTICLE 7 TERMINATION OF CONTRACT The City shall have the right to terminate any contract to be made hereunder for its convenience by giving Consultant written notice of its election to do so and by specifying the effective date of such termination. The Consultant shall be paid for its services through the effective date of such termination. Further, provided a contract is awarded, if Consultant shall fail to fulfill any of its obligations hereunder, the Agreement with said Consultant for such services shall be in default. If this Agreement is so terminated, Consultant shall be paid only for work completed. ARTICLE 8 NON-DISCRIMINATION There shall be no discrimination against any employee who is employed in the work covered by the Agreement, or against applicants for such employment, because of race, religion, color, sex, or national origin. This provision shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training, including apprenticeship. 3 ARTICLE 9 INTERESTS OF PARTIES A. No officer, member, or employee of the City and no member of its governing body, and no other public officials of the governing body of the locality or localities in which this project is situated or being carried out, who exercises any functions or responsibilities in the review of approval of the undertaking or carrying out of this Project shall (1) participate in any decision relating to this Agreement which affects his personal interest or the interest of any corporation, partnership, or association in which he is directly or indirectly interested; or (2) have any interest, direct or indirect, in this Agreement or the proceeds thereof. B. Consultant covenants that its officers, employees and shareholders have no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. IN WITNESS WHEREOF, the City of Wichita Falls, Texas and Consultant, have executed this Agreement an the date first above written. APPRO D • : TO FORM: 4110 RICE, WILLIAMS ASSOCIATES, INC. a 3 BY: Jean Rice, Partner CITY OF WICHATA FALLS B Y 0,41.-// ` //< i 4 Corr OF SERVICES Task 1 Initial Consultation 1,900.00 Task 2 Negotiations 8,100.00 (At Cost) A not-to-exceed total cost of: $ 10,000.00 Hourly Rates: 120 per hour Senior Consultants 165 per hour Attorneys 85 per hour Staff Consultants Dependent on scope. 5 SCOPE OF SERVICES Initial Consultation and Workshop for City Staff Initial Consultation sessions could be held with the City to gather general information on the existing franchise. Rice, Williams Associates could brief the City on specific interpretations of the Cable Television Consumer Protection and Competition Act of 1992 and work with the City in establishing the timetable for renewal and the specific procedures to be followed. Additionally, we could provide information that may be needed on the latest legal, technical and economic developments affecting the cable industry, FCC rulemakings on rate regulation, and technical standards. The workshop would cover future facilities and support for public, educational, and government access and use of cable as a non-entertainment communications system for the City.Y Assistance with Renewal and Negotiations If the City chooses to renew the franchise, Rice, Williams Associates could be available to work with the City in negotiating the final terms of the Franchise Agreement. 6