HomeMy WebLinkAboutMINUTES - 08021994 - 1.5 (2) TO: BOARD OF SUPERVISORS Contra
..
FROM: Phil Batchelor, County Administrator Costa
County
DATE: July 19, 1994 �rT�cui+� Cty
SUBJECT: CONTRACT FOR TCI FRANCHISE FEE AUDIT
SPECIFIC REQUEST(S)OR RECOMMENDATIONS)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
APPROVE and AUTHORIZE the County Administrator or designee to
execute a contract with Crowe, Chizek and Company, who has met the
requirements of the County' s Minority and Women Business Enterprise
Contract Compliance Program, in the amount of $55, 116 for the
provision of a cable TV franchise fee audit of TCI systems for
eight cities and the County.
FINANCIAL IMPACT:
Funds to cover the contract are from the eight cities and the
Community Access Trust Fund. Cities and the County will be billed
for their portion of the audit by subscriber count. If additional
franchise fees are identified and collected by the County as a
result of the audit, costs for the County' s portion of the audit
will be reimbursed to the Trust Fund and additional monies will be
distributed in the same manner as the County' s yearly franchise
fees .
BACKGROUND:
On April 19, 1994 , the Board of Supervisors authorized the Cable TV
Administrator to join with the Cities of Brentwood, Lafayette,
Martinez, Orinda, Pleasant Hill and Walnut Creek and the Towns of
Danville and Moraga served by TCI Cablevision to accept the
franchise fee proposal from Crowe, Chisek and Company and to pay
the County' s portion of the audit, not to exceed $10,000 .
CONTIN ED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE (S):
ACTION OF BOARD ON A PROVED AS RECOMM DED __!6zOTHER
VOTE OF SUPERVISORS
/ I HEREBY CERTIFY THAT THIS IS A TRUE
�L UNANIMOUS(ABSENT ) AND CORRECT COPY OF AN ACTION TAKEN
AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD
ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN..
ATTESTED d
Contact: PHIL BATCHE R.CLERK OF THE BOARD OF
CC: CAO SUPERVISORS AND COUNTY ADMINISTRATOR
Auditor-Controller
BY 0B .1L� DEPUTY
-2-
The Memorandum of Understanding has been signed by the eight
jurisdictions and the County, as authorized by the Board. The
County has agreed to coordinate this multi-jurisdictional audit.
Therefore, this contract for a three year , multi-jurisdictional
audit of TCI systems ' franchise fees has been prepared for
signature by the _County, the Purchasing Department and Crowe,
Chisek and Company.
Conttra Costa County Standard Form }/$S
7/86
SHORT FORM SERVICE CONTRACT
1. Contract Identification. Number
Department: County ADministrator's Office
Subject: TCI Cable TV Franchise Fee Audit (Agreed Upon Procedures)
S
2. Parties. The County of .Contra Costa, California (County) , for its Department named
above, and the following named Contractor mutually agree and promise as follows:
Contractor: Crowe,Chizek and Co.
Capacity: TCI Cable TV Franchise Fee Agreed Upon PrcTaxpayer. IDI#
Address : One Mid America Plaza P.O. Box 3697
Oakbrook,Ill 60522
3. Term. The effective date of this Contract is and it
terminates unless sooner terminated as provided herein.
4. Termination. This Contract may be terminated by the County, at its sole discretion,
upon five-day advance written notice thereof to the Contractor, or cancelled immediately
by written mutual consent .
5. Payment Limit. County's total payments to Contractor under this Contract shall not
exceed $ • 55,116.00
6. County's Obligations. In consideration of Contractor's provision of services as
described . below, and subject to the payment limit expressed herein, County shall pay
Contractor, upon submission of a properly documented demand for payment in the manner and
form prescribed by County (Demand Form D-15) and upon approval of such demand by the head
of the County Department for which this Contract is made or his designee, as follows:
(Check one alternative only]
( ) hour; or
( ] a. FEE RATE: $ per service unit: ( ) session, as defined below; or
( ) calendar (insert day, week
or month)
NOT TO EXCEED a total of service s) .
[ j b. Payment in full after approval by 'the Department.
[X] c. As set forth in the attached Payment Provisions. (See Attachment A)
7. Contractor's Obligations. Contractor shall provide the following described services:
See Attachment B.
8. Compliance with Law. Contractor shall be subject to and comply with all Federal,
State and local laws and regulations applicable with respect to its performance under this
Contract, including but not limited to, licensing, employment and purchasing practices;
and wages , hours and conditions of employment , including NONdiscrimination.
9. Nondiscriminatory Services. Contractor agrees that all goods and services under this
Contract shall be available to all qualified persons regardless of age, sex, race, reli-
gion, color, national origin, or ethnic background, or handicap, and that none shall be
used, in whole or in part, for religious worship or instruction.
-1-
Number
10. Independent Contractor Status.. This Contract is by and between two independen
contractors and is not intended and shall not be construed to create the relationshi
BETWEEN THE PARTIES of agent , servant , employee, partnership, joint venture, o
association.
11. Disputes. Disagreements between the County and Contractor concerning the meaning
requiremennti or performance of this Contract shall be subject to final determination i
writing by the head of the County Department for which this Contract is made or - hi
designee or in accordance with the applicable procedures (if any) required by the State o
Federal Government.
12. Access to Books and Records of Contractort Subcontractor. Pursuant to Sectio
1861(v) 1) of the Social Security Act, and any regulations promulgated thereunder
Contractor shall, upon written request and until the expiration. of four years after. th
furnishing of services pursuant to this Contract, make available to the Secretary o
Health and Human Services , erte the Comptroller General, THE COUNTY, or any of their -dul
authorized representatives , this Contract and books , documents, and records of Contracto
that 'are necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a sub
contract with a value or cost of $10,000 or more over a twelve-month period, such .sub•
contract shall. contain a clause to the effect that upon written request and until th.
expiration of four years after the furnishing of services pursuant to such subcontract
the subcontractor shall make available, to the Secretary, er-to the Comptroller General,
TSE COUNTY, or any of their duly authorized representatives, the subcontract and books
documents , and records of the subcontractor that are necessary to verify the nature an.
extent of all costs and charges hereunder.
This special condition is in addition to any and all other terms regarding the maintenanei
or retention of records under this Contract and is binding on the heirs, successors
assigns and representatives of Contractor.
13. Reporting Requirements. Pursuant to Government Code §7550, Contractor shall includf
in all documents or written reports completed and submitted to County in accordance witt
this Contract, a separate section listing the numbers and dollar amounts of all. contraett
and subcontracts relating to the preparation of each such document or written report,
This section shall apply only if the payment limit under this Contract exceeds $5,000.
OLD ndemnification. The Contractor shall defend, save harmless y the
County and s and employees from all li and claims for damagee
for death, sickness or injury to pe y, including without limitation, . all
consequential damages, from w atsoever anis ng ected with the opera-
tions or the the Contractor hereunder, resulting from the con. , g tt
se, of the Contractor, its agents or employees .
NEW 14. INDEMNIFICATION. THE CONTRACTOR SHALL DEFEND, INDEMNIFY, SAVE, AND HOLT
HARMLESS THE COUNTY AND ITS OFFICERS AND EMPLOYEES FROM ANY AND ALL CLAIMS,. COSTS ANL
LIABILITY FOR ANY DAMAGES, SICKNESS, DEATH, OR INJURY TO PERSONOSO OR PROPERTY, INCLUDIN(
WITHOUT LIMITATION ALL CONSEQUENTIAL DAMAGES) FROM ANY CAUSE WHATSOEVER ARISING DIRECTLS
OR INDIRECTLY FROM OR CONNECTED WITH THE OPERATIONS OR SERVICES OF THE CONTRACTOR OR IT:
AGENTS, SERVENTS, EMPLOYEES OR SUBCONTRACTORS HEREUNDER, SAVE AND EXCEPT CLAIMS OR LITIGA-
TION ARISING THROUGH THE SOLE NEGLIGENCE OR SOLE WILLFUL MISCONDUCT OF THE COUNTY OR ITE
OFFICERS OR EMPLOYEES, AND WILL MAKE GOOD TO AND REIMBURSE THE COUNTY FOR ANY EXPEN-
DITURES, INCLUDING REASONABLE ATTORNEYS FEES, THE COUNTY MAY MAKE BY REASON OF SUCH MAT-
TERS AND, IF REQUESTED BY THE COUNTY WILL DEFEND ANY SUCH SUITS AT THE SOLE COST ANI
EXPENSE OF THE CONTRACTOR.
15. Legal Authority. This Contract is entered into under and subject to the following
legal. authorities : California Government Code Sections 26227 and 31000. '
16. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA CONTRACTOR
By By
Designee
Approved: County Administrator (Designate official capacity)
By
Designee
Recommended by Department
By (Form approved by County Counsel]
Designee
-2-
ATTACHMENT A
PAYMENT PROVISIONS
Professional Fees $90/Hr.
Expenses (Airfare, lodging
transportation,
$50/day per diem) Maximum $15,000
Three Reports to Nine
Cities and Contra Costa County $15ea $ 450
Attachment B
SERVICES TO BE PROVIDED
(Franchise Fee Revenues)
aq Agreed-Upon Procedures
(Each Year)nor X J
41'
Review and document an understanding of the accounting system controls over the
IM revenues and cash receipts transactions and the financial reporting cycle.
Review and test billings and collections for fifty randomly selected, specific customer
accounts for services provided and amounts billed,for one month.
MW Compare cash receipts reflected on bank account statements with a)cash receipts recorded
It on cash deposit records,b) cash receipts posted to the general ledgers, and c) cash receipts
posted to the franchise accounting reports, for three months.
Compare all subscriber fees, including installation/reconnection charges, pay-per-view,
remote controls, guides, etc., from billing/receipt reports to franchise fee reports, for three
months.
Compare all franchise fee reports with franchise fees earned reports submitted to the
P P P
cop
franchise authority, for one year.
09 Review procedures for allocating and reporting advertising revenues (and any deductions
such as agency fees, representation fees, and collection expenses), and analysis of the
allocation among the franchise authority and other franchise authorities, for three months
and year-end totals.
Review procedures for reporting shopping revenues, and analysis of the allocation among
the franchise authority and other franchise authorities, for three months and year-end totals.
Review procedures and test the reporting of bad debts, refunds, and NSF checks on the
franchise fee earned reports, for three months.
Kim Review"miscellaneous cash receipt ledgers" for potential revenues for items with a scope of
over$500, for three months.
Review general ledger expense accounts for credits which may be revenue items, for items
- with a scope of over$500, for three months.
Obtain financial information including general ledgers, tax returns,and financial statements
of the franchise company and perform a reconciliation, to the extent practicable,of revenues
reported in the financial information with revenues reflected in the detail records of the
franchise company, for one year.
4.
Attachment B
SERVICES TO BE PROVIDED
(Franchise Fee Revenues)
we
Agreed-Upon Procedures (Cont.)
We wish to emphasize that given the limited amount of hours available for transaction
testing, that only a statistical sample can be drawn. The primary focus of the procedures is
on the accounting and reporting system, with the expectation that any compliance findings
will "shove up" in the limited transactions tested. Should compliance findings exist the
do transaction testing could always be expanded to identify and quantify the extent of
noncompliance.
Methodology and Estimated Hours
Estimated Hours
(For Single
Franchise
Authority=
One Year
Preliminary
Meeting-Scope Definition ) 5
Review Agreement/Ordinance J
on
Planning/Startup
Assemble File and Notify Cable ]
Operator (by letter) ] 5
Review Logistics (location for audit ]
field work)and Set Appointment ]
Systems Understanding ] 5
Review and Document ]
Internal Controls ] 5
RevieNv, Document, and Evaluate ]
5.
Attachment B
SERVICES TO BE PROVIDED
(Franchise Fee Revenues)
Agreed-Upon Procedures (Cont.)
Estimated Hours
(For Single
Franchise
Authority-
One Year
Prepare Audit Program 5
Testing
Billing Cycle ]
Cash Receipts Cycle ] 40
Financial Reporting Cycle )
Evaluate Results ]
Report
Prepare and issue"draft" ] 15
Prepare and issue "final" ]
80
Field work timing is dependent upon the cable operator's ability to provide
documentation in an auditable fashion.
6.
MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF
CONTRA COSTA AND TCI-FRANCAISE CITIES IN
CONTRA COSTA FOR AUDIT OF CABLE TELEVISION
This memorandum of understanding("MOU")is made and entered into between the County
of Contra Costa, a separate political subdivision of the State of California (hereinafter
"County") and the City of Brentwood, Town of Danville, City of Lafayette, City of Martinez,
Town of Moraga, City of Orinda, City of Pleasant Hill, and City of Walnut Creek, all separate
political subdivisions of the State of California(each city hereinafter referred to as "City")on
the day of 11994. _
RECITALS
A. Both County and City desire to conduct a multi jurisdictional audit of their
respective cable television franchises in the area of franchisee fees.
B. City desires to utilize the County for the purpose of managing the cable
television multi jurisdictional auditing contract(s) and for billing purposes.
C. County desires to coordinate, manage, and facilitate billing of the cable
television multi jurisdictional auditing contract(s) for the City.
D. County and City enter into this MOU to define their respective obligations
hereunder.
ARTICLE 1: GENERAL PROVISIONS
1.1 Services. County shall provide the services described in Article 2 below and
on the terms and conditions hereinafter set forth, and City shall provide the services
described in Article 3 below and on the terms and conditions hereinafter set forth.
1.2 City Authority. It is acknowledged and agreed that City presently has the
exclusive franchise authority over cable operations within its jurisdiction; however, the City
may delegate such authority as it may have for conducting a multi jurisdictional audit of
cable television franchise fees to another agency or firm.
1.3 City Delegation of Authority. The City hereby authorizes the County to
coordinate a multi jurisdictional audit of the cable television franchisee,and provide direction
to the firm contracting with the County for cable television multi jurisdictional auditing
purposes.
1.4 Independent Contractor. It is acknowledged and agreed that County's
relationship to City pursuant to this MOU is one of an independent contractor and County
is not, and shall not be deemed, an employee of City for any purposes, nor shall County
employees or consultants be deemed employees of the City. It is acknowledged that the
County and City share a unique and mutually beneficial relationship which shall be reflected
in the cooperative efforts of involved project staff.
MOU: Page 1 of 3
ARTICLE 2: SCOPE OF COUNTY SERVICES
2.1 Contracting with Auditing Firm. County shall contract with an auditing firm to
conduct a multi jurisdictional franchise fee audit of City's cable television franchisee. The
contract shall be subject to the approval of the City Manager or his/her designee.
2.2 Billing. County shall bill each City for its proportionate share of the total cost of
the multi jurisdictional cable television audit, as charged by the auditing firm. Total cost
shall not exceed $70,000. City shall make payment no later than thirty days after billing.
2.3 Coordination of Services. In order to ensure that auditing services are
coordinated, County staff shall be available to meet and confer jointly with City staff on an
as-needed basis. The purpose of the meetings will be to provide opportunity for multi-
jurisdictional information sharing and exchanging of technical expertise.
ARTICLE 3: SCOPE OF CITY SERVICES
3.1 Proportional Cost. City shall reimburse County for City's proportion of the multi-
jurisdictional cable television audit pursuant to the provisions of section 2.2, above. City's
proportional cost of said audit shall not exceed the percentage of cable subscribers in the City
to all cable subscribers represented by all franchise areas participating in the multi-
jurisdictional audit in accordance with the number of TCI subscribers in each participating
City and the County as of January 1, 1994. Should any City or Cities and/or the County
request additional service beyond the scope of work as contracted per section 2.1, such party
shall pay all additional costs associated with such request.
3.2 Provision of Information and Materials. City shall provide County information
and materials specific to its jurisdiction relating to the carrying out of this MOU and shall
provide such assistance as may be reasonably necessary.
3.3 Coordination of Services. In order to ensure that auditing services are
coordinated, City staff shall be available to meet and confer jointly with County staff on an
as-needed basis. The purpose of the meetings will be to provide opportunity for multi-
jurisdictional information sharing and exchanging of technical expertise.
ARTICLE 4: AGREEMENT EFFECTIVE DATE AND TERMINATION
4.1 Effective Date. This MOU shall be deemed effective as to the City upon execution
by County and City and shall remain in full force until completion of the auditing contract
referenced in section 2.1, above.
ARTICLE 5: ALLOCATION OF LIABILITY
5.1 Allocation of Liability. City and County agree that as to any liabilities, each
entity shall be responsible for any joint liability on the basis of proportionate fault of each
entity which is party hereto.
MOLL: Page 2 of 3
Exhibit No. 1
Number of TCI Subscribers as of January 1, 1994
COUNTY/CITIES NUMBER SUBSCRIBERS
Contra Costa County 29,414
City of Brentwood 2,936
Town of Danville 11,276
City of Lafayette 8,601
City of Martinez 10,957
Town of Moraga 6,160
City of Orinda 6,015
City of Pleasant Hill 11,884
City of Walnut Creek 20,891
TOTAL 108,134
MOU: Exhibit 1,Pagel
i
i
6.1 Written Approval Required. Any amendments to this MOU must' be
approved in writing by all signature parties hereto.
i COUNTY OF CONTRA COSTA
B y � j�c���,N Date
Phil Batchelor, County Administrator
C 2 TY
By Date
City Manager, City of Brentwood
By Date
Town Manager, Town of Danville
By Date
City Manager, City of Lafayette
By Date
City Manager, City of Martinez
By Date
City Manager, City of Moraga
By Date
City Manager, City of Orinda
By Date
City Manager, City of Pleasant Hill
By Date
City Manager, City of Walnut Creek
MOU: Page 3 of 3
ARTICLE 6: AMENDMENT'S
6.2 Written Approval Rwluired. Any amendments to this MOU must be approved
in writing by all signature parties hereto.
A'T'TEST: COUNTY OF CONTRA COSTA
By Date
County Administrator, Contra Costa County
ATTEST: CITY
/ �q
By Date Cr; -1 "Q f�
City TVI ge , City of Bre a ood
By Date
Town Manager, Town of Danville
By Date
City Manager, City of Lafayette
By Date
City Manager, City of Martinez
By Date
Town Manager, Town o1'Moraga
By Date
City Manager, City of Orinda -
BY - - Date
City Manager, City of Pleasant Hill
B Datc
City Manager, City of Walnut Creek .
MOU. Page 3 of 3
6.1 Written Approval Required. Any amendments to this MOU must be approved
in writing by all signature parties hereto.
ATTEST: COUNTY OF CONTRA COSTA
By Date
Phil Bachelor, County Administrator
ATTEST: CITY
By Date
City Manager, City of Brentwood
By �/`-' Date
T#anager, Town o
foInville
By Date
City Manager, City of Lafayette
By Date
City Manager, City of Martinez
By Date
Town Manager, Town of Moraga
By Date
City Manager, City of Orinda
By Date
City Manager, City of Pleasant Hill
By Date
City Manager, City of Walnut Creek
MOLL. Page 3 of 3
ly
ARTICLE 6: AMENDMENTS
6.1 Written Approval Required. Any amendments to this MOU must be approved
in writing by all signature parties hereto.
ATTEST: 'COUNTY OF CONTRA COSTA
By Date
County Administrator, Contra Costa County
ATTEST:. CITY
By Date
City Manager, City of Brentwood
By Date
Town Manager, Town of Danville
By Date
City Manager, City of Lafayette
By Date
City Manager, City of Martinez
By Date
Town Manager, Town of Moraga
By Date
City Manager, City of Orinda
By Date
City Manager, City of Pleasant Hill
By Date
City Manager, City of Walnut Creek
MOLL: Page 3 of 3
ARTICLE 6: AMENDMENTS
6.1 Written Approval Required. Any amendments to this MOU must be approved
in writing by all signature parties hereto.
ATTEST: COUNTY OF CONTRA COSTA
By Date
County Administrator, Contra Costa County
ATTEST: CITY
By Date
City Manager, City of Brentwood
By Date
Town Manager, Town of Danville
By Date
City Manager, City of Lafayette
Date C 2 C
City Manager, City of Martinez
By Date
Town Manager, Town of Moraga
By Date
City Manager, City of Orinda
By Date
City Manager, City of Pleasant Hill
By Date
City Manager, City of Walnut Creek
MO U. Page 3 of 3
ARTICLE 6: AMENDMENTS
6.1 Written Approval Required. Any amendments to this MOU must be approved
in writing by all signature parties hereto.
ATTEST: COUNTY OF CONTRA COSTA
By Date
Phil Bachelor, County Manager
ATTEST: CITY
By Date
City Manager, City of Brentwood
By Date
Town Manager, Town of Danville
By Date
City Manager, City of Lafayette
By Date
City Manager, City of Martinez
By ck. Date
Town Manager, Town of Moraga
By Date
City Manager, City of Orinda
By Date
City Manager, City of Pleasant Hill
By Date
City Manager, City of Walnut Creek
MOM Page 3 of 3
ARTICLE 6: AMENDMENTS
6.1 Written Approval Required. Any amendments to this MOU must be approved
in writing by all signature parties hereto.
ATTEST: COUNTY OF CONTRA COSTA
By Date
i
County Administrator, Contra Costa County
ATTEST: CITY
By Date
City Manager, City of Brentwood
By Date
Town Manager, Town of Danville
By Date
City Manager, City of Lafayette
By Date
City Manager, City of Martinez
By Date
Town Manager, Town of Moraga
By Date May 18, 1994
r Ci y Mana r, City of Orinda
By Date
City Manager, City of Pleasant Hill
F
By Date
City Manager, City of Walnut Creek
MOU. Page 3 of 3
ARTICLE 6: AMENDMENTS
6.1 Written Approval Required. Any amendments to this MOU must be approved
in writing by all signature parties hereto.
ATTEST: COUNTY OF CONTRA COSTA
By Date
County Administrator, Contra Costa County
ATTEST: CITY
By Date
City Manager, City of Brentwood
By Date
Town Manager, Town of Danville
By Date
City Manager, City of Lafayette
By Date
City Manager, City of Martinez
By Date
Town Manager, Town of Moraga
By Date
City Manager, City of Orinda
By Date June 7, 1994
City anager, City of Pleasant Hill
By Date
City Manager, City of Walnut Creek
MOU: Page 3 of 3
ARTICLE 6: AMENDMENTS
6.1 Written Approval Required. Any amendments to this MOU must be approved
in writing by all signature parties hereto.
ATTEST: COUNTY OF CONTRA COSTA
By Date
County Administrator, Contra Costa County
ATTEST: CITY
By Date
City Manager, City of Brentwood
By Date
Town Manager, Town of Danville
By Date
City Manager, City of Lafayette
By Date
City Manager, City of Martinez
By Date
Town Manager, Town of Mora;a
By Date
City Manager, City of.Orinda
By Date
City Manager, City of Pleasant Hill
By Date
City Manager, City of WabOit Creek
MOU: Page 3 of 3