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Home My WebLink About33525 / 85-25August 1, 1985 (CARRIED LOST LAID OVER #Z5 (revised) RESOLUTION WITHDRAWN ) PURPOSE: APPROVE CONSULTANT AGREEMENT - CABLE TV INITIATED BY: CITY ADMINISTRATION WHEREAS, the Cable TV Advisory Committee, deeming it essential to obtain the services of a urofessional consultant, has interviewed and does recommend the employment of Mularky-Taylor & Associates of Washington, D.C._ as consultant to assist the committee regarding future cable TV franchise in the City of Oshkosh, NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the proper City officials are hereby authorized and directed to enter into the attached agreement with Mularky-Taylor and Associates for consulting services regarding a future cable TV franchise in the City of Oshkosh. Money for this purpose is hereby appropriated from Account No. 001-560, City Council Professional Services. BE IT FURTHER RESOLVED by the Common Council of the City of Oshkosh that prior to the City's affixing signature to said contract, said contract be limited to an amount not to exceed $10,000.00 and Mularky-Taylor and Associates provide the City with a list of people and positions, together with their appropriate hourly rate. SUBMITTED BY � APPROVED ��=��' �7�.L� � RESOLUTION # 25 AGREEMENT THIS AGREEMENT made and entered into at Oshkosh, Wisconsin on this day of , 19_ by and between the City of Oshkosh, Wisconsin (hereinafter designated the "City") and Malarkey-Taylor Associates, Inc., a Delaware corporation (hereinafter designated "MTA"). WHEREAS the City is the Grantor of a franchise for a broadbAnd commwiications network, whic � is e�.rentlq held by Warner Amex Cable (the "Franchisee"), and WHEREAS the initial term of said franchise shall expire on March 15, 1987, but would be automatically extended for an additional 5 years unless notice not to renew is provided by either party to the other prior to viarch 16, 1986, and WHEREAS the City requires assistance and advice as to (1) its options with respect to the possible refranchising of the e�risting Franchisee; (2) the adequacy of the Franchisee's past and current service; (3) the adequacy of the Franchisee's and/or other interested parties' proposals for fUture service; (4) the updating of the City's current regulatory scheme; and (5) other related matters, and WHEREAS the City requires procedural and on-site assistance and advice du� ir,g the : efranchisir.g procc^, r.d WHEREAS the City desires to engage MTA to assist and advise it in connection with the aforementioned matters, NOW THEREFORE, in consideration of the promises and mutual undertakings herein stated, the parties agree as follows: -1- - 33a - RESOI�TI'ION # 25 1. MTA shall provide such consulting services regarding the City's refranchising process as may be requested from time to Yime by the City. Such services may include, but are not necessarily limited to, assistance in the foIIowing areas: a. Evaluating of current operations; b. Determination of projected community needs; c. Creation of an appropriate regulatory sheme; d. Review and evaluation of proposals for future cable service; and e. Negotiation and drafting oi a franchise agreement. 2. Upon reasonable notice, MTA shall make available one or more of its professional staff to participate in seminars, meetings or public hearings in Oshkosh, or telephone conferences and consultations at the request of the City. For the purposes of paragraph 11 infra, each such seminar, meeting, public hearing or consultation shali constitute a separate task or service. 3. If the City requests �ITA to perform tasks or services not covered by this Agreement, MTA shall, prior to commencing any such work, advise the City as to the fee and payment schedule involved for such additional work and the time frame required to complete such additional work. If such proposal is satisfactory to Yhe City, the City shall so advise 1t;TA and MTA shull proceed acc�rdi'ngly. 4. The City agrees to pay MTA, in consideration of the services to be • provided, a fee based on the number of hours of professional time necessary to complete the tasks requested, based on the standard houriy rates applicable to MTA's municipal -2- - 33b - RESOLLPPION # 25 clients, which currently range from $37.50 to $150.00, depending on the personnel involved. 5. In addition to the fees specified in paragraph 4, the City agrees to compensate MTA for additional reasonable and necessary expenses incurred in performing the services outlined supra, such as telephone toll charges, computer charges, postage and delivery charges, duplicating, printing and binding, word processing, transportation, hotel, and meals. 6. Payment for services and expenses as outlined supra shall be made within thirty (30) days of the �ate of invoiee p:2sented monthly by MTA. 7. It is understood by the parties that all fees specified in this Agreement are firm as to all services rendered prior to December 31, 1985. MTA reserves the right to adjust the cost for any services rendered pursuant to this Agreement after said date to reflect its standard municipal hourly rates then in effect. Such adjustment shall remain firm for an additional twelve (12) months after which MTA reserves the right to annually adjust the costs of any services rendered after said time. 8. The City agrees to fully cooperate with b4TA in its fulfillment of the duties specified in this Agreement. Without limiting the foregoing, the City shall make available to MTA any information the City possesses relevant to studies to be undertaken by MTA, and appropriate members of the City's staff for assistance to and/or consultation by MTA. The City Attorney shall review all documents submitted by MTA for compliance with all applicable state and local laws. 9. The City agrees to reimburse MTA for any neeessary expenses, attorney's fees, or costs, including the reasonable value of any services rendered by any employees of MTA, incurred by MTA in the defense of any and ali claims, suits, causes of -3- - 33c - RFSOIdJTION # 25 action, proceedings and judgment for damages filed by third parties arising out of its performanee of the services provided to the City pursuant to this Agreement; provided, that MTA shall forthwith refund to the City any such e�enses previously paid by the City upon e finai determination that MTA is liable for the claims. 10. Except as provided in paragraph 9 herein, MTA agrees to indemnify and hold harmless the City, its officers, officials and employees, from and against any and all liability judgments, awards of damages, court costs, attorney fees, losses, costs and expenses which they may suffer, sustain, incur or be required to pay as a cesult of any person or party suffering or sustaining death, personalinjury or property damage through any act or omission of MTA or its oFficers or employees arising directly or indirectly out of MTA's performance under this Agreement. 11. This Agreeme�t may be terminated by either party by five (5) days written notice to the other party. Unless otherwise agreed to by MTA,such termination shall not take effect as to any task or service rendered by MTA hereunder which has commenced prior to receipt of said notice by MTA. 12. This Agreement is being delivered in the State of Wisconsin and shall be construed and enforced in accordance with the laws of that State. 13. This Agreement sets forth the entire agreement between the parties and supersedes any and all prior negotiations, understandings and agreements between the parties hereto and with respact to the subjeci matter iiereof. -4- - 33d - RESOLUTION # 25 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. ATTEST: ATTEST: �L�r.. � � ""'� � -5- - 33e - CITY OF OSHKOSH, WISCONSIN By (Title) MALARKEY-TAYLOR ASSOCIATES, INC. �N I L�/ M�' (Title) r . .''1 : , . . .. ! i � � , , . ... ._........ . . ._ ..._._._.. - � i � i�Zf�, . .. .. `i L fi �� _> � � c� �, rr m � '5 + F � � m � �._� � � n 3 ao � -1 A .� .-� o m z o .. a o � o ro v N � � �+ a o -o � z -s m o f < m n v C7 Q o .-- � m � C C cF d "1l � � fi N 7 .+. n � � � � � � d 'S Q � � m � a N CT ` � ; �A �n l'i