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Kramer Firm/Cable Inspection 05PROFESSIONAL SERVICES AGREEMENT This AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement"), is made and entered into by and among the CITY OF LA QUINTA (the "City"), and Kramer.Firm, Inc. (The "Contractor"). The parties hereto agree as follows: 1. SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of the Agreement, the Contractor shall provide those services related to Franchise Review of Time Warner Cable -Inspection Services, Physical Plant Inspections, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Contractor warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. Services will be provided to the City. 1.2 Contractor's Proposal. The Scope of Services shall include the Contractor's proposal or bid, which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City, and any and all Federal, State or local governmental agency of competent jurisdiction. 1.4 Licenses, Permits, Fees, and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement. 1.5 Familiarity with Work. By executing this Agreement, Contractor warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should the Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by the City, it shall immediately inform City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to person, or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. The performance of services by Contractor shall not relieve Contractor from any obligation to correct any incomplete, inaccurate or defective work at no further cost to the City, when such inaccuracies are due to the negligence of Contractor. 1.7 Additional Services. In accordance with the terms and conditions of this Agreement, the Contractor shall perform services in addition to those specified in the Scope of Services, (Exhibit "A") when directed in writing to do so by the Contract Officer, provided that Contractor shall not be required to perform any additional services without compensation. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to the Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit `B" and incorporated herein by this reference. The Contractor shall be compensated in an amount not exceeding Twelve Thousand Two Hundred Dollars ($12,200) (the "Contract Sum"). The method of compensation set forth in the Schedule of Compensation will include payment for time and materials based upon the Contractor's rates as specified in Exhibit `B", or such other methods as may be specified in the Schedule of Compensation (Exhibit "B"). Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expenses, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation (Exhibit "B"). 2.2 Method of Payment. Any month in which Contractor wishes to receive payment, Contractor shall submit to the City no later than the tenth (10'") working day of such month, in the form approved by the Contract Officer, an invoice for services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the services provided, including time and materials, (2) specify each staff member who has provided services and the number of hours assigned to each such staff member, and (3) indicate the total expenditures to date. Such invoice shall contain a certification by a principal member of Contractor specifying that the payment requested is for work performed in accordance with the terms of this Agreement. The City will pay Contractor for all expenses stated thereon which are approved by the City pursuant to this Agreement no later that the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed diligently and within the performance of this Agreement. 3.3. Force Majeure. All time periods specified for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargos, acts of any governmental agency other than City, and unusually severe weather, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contracting Officer in writing of the causes of the delay. Page 2 The Contracting Officer shall ascertain the facts and the extent of delay and extend the time for performing their services for the period of the forced delay when and if in his judgment such delay is justified, and the Contracting Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4 Term. Unless earlier terminated in accordance with Sections 7.7 and 7.8 of this Agreement, this Agreement shall continue in full force and effect for one (j ) years, from the date of the execution of this Agreement. 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: 1. Jonathan L. Kramer 2. Steven C. Allen It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of the Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. The foregoing principals may not be changed by Contractor and no other personnel may be assigned to perform the service required hereunder without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be the City Manager or such other person as may be designated by the City Manager. The Contract Officer has been authorized to act on behalf of the City for the purposes of this Agreement. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Page 3 4.5 City Cooperation. The City shall provide Contractor with any plans, publications, reports, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to the City. 5.0 INSURANCE INDEMNIFICATION AND BONDS. 5.1 Insurance. The Contractor shall procure and maintain, at its cost, and submit concurrently with its execution of the Agreement, public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's acts or omissions rising out of or related to Contractor's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Contractor's performance hereunder and neither the City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming the City and its officers and employees as additional insured shall be delivered to and approved by the City prior to commencement of the services hereunder. The amount of insurance required hereunder shall be determined by the Contract Sum in accordance with the following table: Contract Sum Coverage (personal injury/property damage) Less than $50,000 $100,000 per individual; $300,000 per occurrence $50,0004300,000 $250,000 per individual; $500,000 per occurrence Over $300,000 $500,000 per individual; $1,000,000 per occurrence The Contractor shall also carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by the Contractor, its officers, any directly or indirectly employed by the Contractor, any subcontractor, and agents or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Contractor's performance under this Agreement. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Contractor's performance hereunder and neither the City nor its insurers shall be required to contribute to such loss. A certificate evidencing the foregoing and naming the City and its officers and employees as additional insured shall be delivered to and approved by the City prior to commencement of the services hereunder. Contractor shall also carry Workers' Compensation Insurance in accordance with State Workers' Compensation laws. The Contractor shall procure professional errors and omissions liability insurance in the amount acceptable to the City. All insurance required by the Section shall be kept in effect during the term of this Agreement and shall not be cancelable without thirty (30) days' written notice of proposed Page 4 cancellation (except 10 days' written notice for non-payment) to City. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify the City, its officers, employees, contractors, subcontractors or agents. 5.2 Indemnification. The Contractor shall defend, indemnify and hold harmless the City, its officers, officials, employees, representatives and agents, ("City indemnitees"), from and against any and all actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorneys' fees, for injury to or death of person(s), for damage to property (including property owned by the City) ("Claims") and for errors and omissions committed by Contractor, its officers, anyone directly or indirectly employed by Contractor, any subcontractor, and agents or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Contractor's negligent performance under this Agreement, except to the extent of such loss as may be caused by City's own active negligence, sole negligence or willful misconduct, or that of its officers or employees. In the event the City indemnitees are made a party to any action, lawsuit, or other adversarial proceeding in any way involving such Claims, Contractor shall provide a defense to the City indemnitees, or at the City's option, reimburse the City indemnitees their costs of defense, including reasonable attorney's fees, incurred in defense of such Claims. In addition contractor shall be obligated to promptly pay any final judgment or portion thereof rendered against the City indemnitees. 5.3 Remedies. In addition to any other remedies the City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, the City, at its sole option: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. 2. Order the Contractor to stop work under this Agreement and/or withhold any payments(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. 3. Terminate the Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies the City may have and are not the exclusive remedies for Contractor's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to person or property resulting from Contractor's or its subcontractors performance of work under this Agreement. Page 5 6.0 RECORDS AND REPORTS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 6.2 Records. Contractor shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit and make records and transcripts from such records. 6.3 Ownership of Documents. Originals of all drawings, specifications, reports, records, documents, and other materials, whether in hard copy or electronic form, which are prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of City and shall be delivered to City upon the termination of this Agreement or upon the earlier request of the Contract Officer, and Contractor shall have not claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its own use. Contractor shall ensure all subcontractors to assign City any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages suffered thereby. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Contractor shall not disclose to any other private entity or person any information regarding the activities of the City or City, except as required by law or as authorized by the City. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligation hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes Page 6 the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, the City may take such immediate action as the City deems warranted. Compliance with the provisions of this Section shall be a condition precedent to termination of the Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. City may withhold from any monies payable to Contractor sufficient funds to compensate City for any losses, costs, liabilities or damages it reasonably believes were suffered by City due to the default of Contractor in the performance of the services required by the Agreement. 7.4 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Contractor requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section 7.8 for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation (Exhibit "B") or such as may be approved by the Contract Officer, except as provided in Section 7.3. 7.8 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligation under this Agreement, City may, after compliance with the Page 7 provision of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of setoff or partial payment of the amounts owned the City as previously stated in Section 7.3. 7.9 Attorneys' Fees. If either party commences an action against the other party arising out of or in connections with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City of for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of the Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his personal interest or the interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, disability or ancestry in the performance of the Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, physical disability, mental disability, medical condition, age or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give to the other parties or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section 9.1. Page 8 To City: CITY OF LA QUINTA 78-495 Calle Tampico La Quinta, California 92253 Attention: Thomas P. Genovese City Manager To Contractor: Kramer.Firm, Inc. Attention: Jonathan Kramer 2001 S. Barrington Avenue, Suite 306 Los Angeles, CA 90025 Tel: 310-473-9900 Fax: 310-473-5900 9.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understandings, negotiations and agreements are integrated into and superseded by this Agreement. 9.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by all parties. 9.4 Severability. In the event that any or more of the phrases, sentences, clauses, paragraphs, or sections contained in the Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceable shall not effect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 9.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. Page 9 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. Dated: t < G'Y L0mv6- ATTEST: 0 — 1 !►. _ W�� - APPROVED AS TO FORM: IIZCi —to rney CITY OF LA QUINTA City Manager B . +---�----- Dated: � fv O � Y' Nam nt 44 A- J a A n1 C-f- Title: TAL ` 'I'j L "CONTRACTOR" Page 10 EXHIBIT A SCOPE OF SERVICES Page 11 = mom = KRAMER.FIRM INCORPORATED TELECOMMUNICATIONS TECHNOLOGY COUNSEL FOR GOVERNMENTS AND PRIVATE INSTITUTIONS SINCE 1984 T E L + 1 (310) 473 9900 FAX + 1 (310) 473 5900 KRAMERt?a CABLETV.COM W WW.CABLETV.COM SUITE 306 2001 S. BARRINGTON AVE. LOS ANGELES, CALIFORNIA 90025 Proposal and Statement of Qualifications to Provide Cable Television Consulting Services to } City of La Quinta, California October 11, 2005 Subcontractor to Rutan & Tucker, LLP Attorneys at Law Proposal and Statement of Qualifications Cable Television Consultant Services for La Quinta, California History and Experience of K/F Introduction Kramer.Firm, Inc. (K/F) is very pleased to submit this Proposal and Statement of Qualifications to the City of La Quinta (City) concerning its franchise review of "Time Warner Cable (Time Warner). Background - K/F K/F is headed by Mr. Jonathan L. Kramer, JD, FSCTE, FIAE who formed K/F's predecessor in 1984. Since 1984, we've provided municipal governments with comprehensive and clear technical and operating evaluations of cable television systems. We provide our clients with professional and thorough franchise supervision, enforcement, and ne- gotiation services related to municipal communications issues. In 1987 we incorporated in California, where we maintain our main office in Los Angeles. Our work for La Quinta will be coordinated through the Los Angeles office. We propose this engagement as a subcontractor to the City's cable counsel, Rutan & Tucker, LLP. We've successfiilly completed over three hundred major government consulting assignments, similar or essentially identical to the services requested by La Quinta, since 1984. During the same period, we've completed over two hundred additional ancillary projects for our government clients, including multiple inspections of'Time Warner Cable systems in California and other parts of the U.S. We've assisted the City of La Quinta with cable inspection services in the past. We appreciate the opportunity to serve the City once more. KR,,,MER.FIRhI'S PROPOSAL TO SERVE THE CITY OF LA QUINTA --- PAGE I 0� Consultants' Biographical Data JONATHAN L. KRAMER, JD, FSCTE, FIRE ■ Licensed by the Federal Communications Commission (General Radiotelephone Operator License PG-1 1-35289, with Ship Radar and Broadcast endorsements) (Previously licensed as a Second Class Radio Telephone Operator, Sept. 1975, First Class Radio Telephone Operator, Nov. 1977; General Radiotelephone Operator License, June 1987) ■ Licensed by the Federal Communications Commission as an amateur radio operator since November 1970. currently licensed as an Extra Class operator (W6JLK); Life member of the American Radio Relay League; ARRL book article author and review editor on amateur radio cable television RF interference matters. ■ I:,icensed by the State of California (licensed since December 1982; License C7-43311.3) ■ Wireless technology advisor to and testifying expert before the FCC State & Local Government Advisory Committee ■ Co-author, editor of wireless technology advisory to local governments based on OET Bulletin 65 published by the FCC, Spring 2000 (available at http://www.FCC.gov/oet/rfsafety) ■ Former Chairperson, International Right of Way Association Wireless Committee ■ Former National Board of Directors member, National Association of Telecommunications Officers and Advisors (NATOA), an affiliate of the National League of Cities (Terms: 1997-2000, 1992-1994) ■ Fortner Co-chair of National Technical Standards Committee appointed by NATOA., National League of Cities, and US Conference of Mayors to develop the national technical standards for cable television systems adopted by the FCC; in February 1992 ■ NATOA's 1997 Member of the Year (honored for information delivery to NATOA members) ■ NATOA's 1991 Member of the Year (honored for achievements in developing and negotiating national cable television technical standards) ■ Former Co-chair of National Technical Standards committee appointed by NATOA, National League of Cities, and US Conference of Mayors to develop the national technical standardized testing manual to determine compliance with the FCC rules ■ Fellow .Member of Society of Cable Telecommunication Engineers, United Kingdom society. "FSCTE," ■ Senior Member of Society of Cable Telecommunications Engineers (Senior Member since April 1993; member since 1981) — Member, SCTE's Loyal Order of the 704 (greater than 20 years in CATV engineering) ■ Fellow, Institute for the Advancement of Engineering (FIRE) (Nominated by Institute of Electrical and Electronics Engineers) ■ Member of the College of Fellows of the Center for the International Study of Law ( Salzburg, Austria) KRAMER.FIRM' S PROPOSAL TO SERVE THE CITY OF LA QUINTA - PAGE 2 ■ Witness before the FCC's State & Local Government Advisory Committee on OET 65, March 2000 ■ Witness before the FCC in Cable TV re -regulation hearings, March 1990, representing NATOA, et al ■ Right of Way engineering and management expertise related to telecommunications networks and radio communications siting ■ Testifying expert witness in federal and state court cases regarding cable television technology, and state court cases regarding wireless technology. ■ 'rechnology speaker at every NATOA National Conference since 1988; Technology speaker at many regional and local NATOA meetings ■ Communications technology speaker at Society of Cable Telecommunications Engineers conferences, and cable industry conferences ■ Published author of book and magazine articles on communications technology, plant safety, construction and administration ■ Cable system engineering and technical management experience six years before forming firm; Chief Technician, Technical Manager, Regional Engineer. ■ Former Field Engineering Representative for Motorola Communications and Electronics, Area F Program Management team — Areas of experience include microwave radio; baseband RF and audio; digital signaling, UHF and VHF two-way radio (including high stability Simulcast I) radio operations); telephony; and command and control communications. ■ .luris Doctor Degree curn laude, Abraham Lincoln University School of Law, Los Angeles (2001). Undergraduate education at CSUN, UCLA, LATTC, and WLAC; AS Degree in Radio Communications (with honors), Los Angeles Trade Technical College. The following is a partial list of the over 400 governments and agencies since 1984 that have relied upon Mr. Kramer's broadband and/or radio -telecommunications advice. Selected Federal Agencies National Associations States Federal Communications Commission U.S. Department of Justice National Association of Telecommunications Officers and Advisors Soc. of Cable Telecommunications Engineers United States Attorney United States Army U.S. Marine Cops U.S. Navy; .Postgraduate School United States Conference of Mayors National Association of Counties National League of Cities State of Michigan Public Utilities Commission St. of Connecticut Dept. of Public Utility Control KRANIER.FIRM'S PROPOSAL TO SERVE THE CITY OF LA QUINTA -PAGE 3 104f -a* Selected Local Governments Aiken County, South Carolina Glen Ellyn, Illinois Portland, Oregon Alcoa, Tennessee Greenville, Illinois Poway, CA Anaheim, CA Half .Moon Bav, CA Port Townsend, WA Avon, Ohio Hermosa Beach, CA Redondo Beach, CA Austin, Texas Hidden Hills, CA Rialto, CA Azusa, CA Highland Park, Illinois Richmond, CA Barrington, IL Hoffinan Estates, Illinois Riverside, CA Bellbrook, Ohio Hollywood, Florida Rochester, Minnesota Berkeley, CA Homewood, Alabama Rolling Meadows, Illinois Beverly Hills, CA Homewood, Illinois Roseville, Minnesota Big Bear Lake, CA Indian Wells, CA San Bernardino County, CA Birmingham, AL Irvine, CA San Clemente, CA Blount County, Tennessee Kettering, Ohio San Diego County, CA Bronxville, New York Lake County, Illinois City & Co. of San Francisco, CA Buffalo Grove, Illinois Lake County, Indiana San Juan Capistrano, CA Butte County, California La Mesa, CA San Luis Obispo, CA Calabasas, CA La Quinta, CA San Luis Obispo County, CA Canandaigua, NY Laguna Beach, CA San Marcos, CA Canton, Michigan. Lompoc, CA Santa Ana, CA. Capitola, CA Los Alamos, CA Santa. Barbara County, CA Centerville, Ohio Los Altos, CA Santa Clara, CA Chelan, Washington Los Angeles, CA Santa Cruz County, CA Chino, CA Los Angeles County, CA Santa Maria, CA Chula Vista, CA Lynchburg, Virginia Santa Monica, CA Cleveland heights, Ohio Malibu, CA Simi Valley, CA Colton, CA Maryville, Tennessee Sistersville, West Virginia Corona, CA Merrillville, Indiana Solon, Ohio Cypress, CA Miamisburg, Ohio Spokane, Washington Darien, Illinois Monterey County, CA Springboro, Ohio City/County of Denver, Colorado Mount Carmel, Illinois St. Louis, Missouri Deerfield Beach, Florida Mount Prospect, Illinois Sutter County, California Diamond Bar, CA Mountain View, CA Thousand Oaks, CA Downers Grove, Illinois Munster, Indiana Tipp City, Ohio Duarte, CA New Martinsville, WV Torrance, CA Dubuque, IL New Orleans, Louisiana Troy, Ohio Fagan, Minnesota Newton Falls, Ohio ,I'uckahoe, New York Eastchester, New York Niles, IL Tucson, Arizona Elburn, IL North Aurora, IL Tustin, CA Elk Grove Village, Illinois Oakwood, Ohio Victoria, Texas Encinitas, CA Ojai, CA Walnut Creek, California Escondido, CA Olean, New York West Allis, Wisconsin Flora, Illlinois Opelika, Alabama West Carrollton, Ohio Fort Wayne, Indiana Orange County, CA West Covina, CA Franklin, Kentucky Oxnard, CA West Frankfort, Illinois Fremont, CA Paris, Illinois West .Milton, Ohio Fullerton, CA Park Forest, Illinois West Hollywood, CA Garden Grove, CA La Quinta, California Wheaton, Illinois Gardena, CA Peoria County, Illinois White Plains, New York Germantown, Ohio Piqua, Ohio Willmette, Illinois Glendale, CA Plymouth, Michigan Yorba Linda. CA KRAMER.FIRM'S PROPOSAL TO SERVE THE CITY OF LA QUINTA - PAGE 4 14 ilniversities, Colleges, School Districts University of California, Los Angeles Rancho Santiago College University of Alabama Centralia School District Pepperdine University Oxnard Union School District Orange Coast College Selected Litigation Adelphia v. City of Thousand Oaks [and countersuit] (Expert for City) AT&T Wireless v. City of San Diego (Expert Witness for City) Schaff Dev. Group v. S.E. Fla. Cable, Inc., dba Adelphia Cable (Expert for Schaff) Omnipoint v. Garden City, Michigan (Expert witness for Garden City) GTE Mobilenet v. City and County of San Francisco (Expert witness for San Francisco) Playboy Enterprises v. US (Expert witness for FCC and US DO.I) US Cellular v. Peoria County (Expert Witness for Peoria County) Jones Intercable v. Chula Vista (Expert Witness for City of Chula Vista) West Covina v. Adelphia Communications (Expert Witness for City of West Covina) Sierra East Television v. Westar Cable (Expert witness for Sierra East Television) Booth American v. US (Expert witness for US Army and US DOJ) D.B. Cable v. Kalma Busk. (Expert for Kalma Busk) Selected Lectures Sprint Wireless international Right of Way Association Washington Association of Cities NATOA National Conference NATOA So. Cal. and Nevada Chapter NATOA Illinois Chapter NATOA Minnesota Chapter NATOA Texas Chapter Society of Cable 'Telecommunications Engineers Personal Communications Industry Association Law Seminars International Center for the International Study of Law (Salzburg, Austria) Mr. Kramer is solely responsible for and in control of assignment of tasks to qualified K/F staff, whether listed here or not, related to this proposal. <Balance of page intentionally left blank> KRAMER.FIRM's PROPOSAL TO SERVE THE CITY OF LA QUINTA --- PAGE 5 STATEMENT OF QUALIFICATIONS AND EXPERIENCE STEVEN C. ALLEN, B.C.E. 7/01 to Present Kramer.Firm, Inc. Senior Broadband Technologist Broadband and cable system inspection specialist; RF technology; cable wizard. Reports directly to and under the supervision of Jonathan L. Kramer, Kramer.Firm's Principal. 5/00 to 7/01 Cisco Systems, Inc Consulting System Engineer (CSE) Cable and Wireless Business Provided technical expertise and industry knowledge to the development and sale of broadband cable modems, Cable Modem Termination Systems (CMTS), video products, and wireless Internet products. Prepared and delivered focused product training and presentations to internal work groups and Cisco customers. Assisted in the development of specifications and features of next generation Cisco products and worked with customer account teams on product evaluations or deployments. Worked with local Account Managers and System Engineers to resolve specific operational problems at customer locations. Providing feedback to manufacturing or product development on requirements or improvements to products. Provided training to customer staff on Cisco products. Provided RF/HFC experience and industry knowledge to Cisco sales and marketing departments to better acquaint them with the broadband cable industry. (Industry point of view). Leveraged extensive vendor contacts to provide information and possible solutions to specific product development requirements. 11/98 to 5/2000 TVC Communications, Inc. Western Regional Sales Engineer: Responsible for technical sales and training support to major Broadband providers including CATV, Telco, Manufacturing, Broadcast and Satellite networks in California and Nevada. Sales Engineer for 2nd largest broadband distributor in USA. Specializing in complex headend and outside plant products. Primary product lines include Tektronix analog and digital test equipment, Motorola Optical and HFC; Distribution equipment, fiber optic splicing and termination systems, including enclosures, fusion splicers, and fiber management systems. Worked closely with regional account managers to assist in product specifications, RFP's, training related needs and hands-on training for customer staff. Assist in identification of system needs, and design solutions based on offered products and services. 12/95 to 11/98 Roseville Telephone Company Broadband Systems Engineer: Working in a combined Broadband/Telco environment, helped implement one of the first experiments in Fiber to the Curb (FTTC) architecture in Del Webb's Sun City development in Roseville, California. Responsible for design and implementation of new centralized network powering system, HFC design review, network monitoring system for system power, new product and technology evaluations, staff training, and Broadband overviews for management. Directly involved in mapping and conducting signal surveys in the Sacramento area for wireless PCS coverage. 1 worked with several right-of-way contractors and I:.ucent, to secure cellular and co -locate sites for network build -out. KRAMERTIRM'S PROPOSAL TO SERVE THE CITY OF LA QUINTA - PAGE 6 12/86-12/95 Jones Intercable, Inc. System Engineering Manager: Responsible for all aspects of inside and outside plant for cable television system serving Roseville, California. Supervised staff of 15 installers, technicians and construction personnel. Designed and implemented new office building telecommunications services and placement. Designed and implemented new CATV headend encompassing towers, satellite receiving dishes, central grounding network, and data services. Coordinated cutover from old headend and services to all new facilities. Designed and installed first fiber optic CATV network in the Sacramento area employing a Cable Area Network design devised by Jones Intercable. Worked with other departments to insure that system goals and business plans were met. Administered OSHA/CALOSHA Hazmat/lIazeom program.. Provided temporary engineering support and management supervision to related Jones Intercable business units in other areas of Northern California. 1./85 to 12/86 Viacom Cablevision Headquarters Corporate Staff Engineer: Responsible for technical support for home terminal products and converter repair facilities at Viacom systems in USA. Provided staff assistance at system level to resolve technical difficulties beyond scope of local personnel. Worked with product vendors to develop solutions to technical problems. Assisted corporate purchasing department in developing cost effective alternatives to vendor provided services or materials. 10/82 to 1/85 Viacom Cablevision- North Bay Region Regional Systems Engineer: Responsible for all headends, microwave systems, and FCC liaison for systems in North Bay region including San Rafael, Petaluma, Napa, Pinole, Crockett, and Rodeo. Supervised and supported a crew of 4 headend technicians in maintaining headend equipment including off -air processors, FM, AML microwave, FM terrestrial microwave, Satellite TYRO and Fiber optic links. Also responsible for overseeing Viacom plant training program and coordinating activities of regional plant trainer. Additional responsibilities included Regional Engineer for the Bay Area Interconnect, a microwave trunk system delivering advertiser supported satellite programming to 500 thousand cable subscribers in the greater San Francisco Bay area. 6/79 to 10/82 Viacom Cablevision Chief Technician: Responsible for operation of system plant in Oroville, Paradise, Colusa, Gridley and Biggs, California. Supervise a crew of 4 system technicians. Maintain 6 headends with AML microwave transmitters and receivers, satellite TYRO, FM Microwave, processors, antennas and associated equipment. 1/79-6/79 Nor -Cal Cablevision System Technician: Responsible for system maintenance on distribution and house drop level. Perform routine service calls in response to customer requests. 2/78 to 12/78 Cal-Com Systems Sales Engineer: Design and market mobile communications systems for RCA Mobile Communications Division in the San Francisco Bay Area. 1/76 to 1/78 Concord TV Cable Construction Technician: Duties involved construction and proof of new overhead and underground cable plant. Construction leader during complete rebuild of Concord system in 1977. Promoted to Field Technical Supervisor for rebuild. Also involved in production work for local origination department. KRAMER.FIR.M'S PROPOSAI. TO SERVE THE CITY OF LA QUINTA -- - PAGE, 7 6/75 to 1/76 United States Air Force Reserve Basic Training 6/73 to 6/75 State TV Cable Constriction Lineman: Duties involved construction of new overhead and underground plant. Construction lineman for complete electronics change out for CATV franchises in Willows, Coming and Orland. California 6/70 to 6/73 Concord TV Cable (A unit of Western Communications) Installer: Duties included installation of customer premises and other duties as assigned. Education: 9/73 - 5/75 California State University Chico, Chico, California, BA degree, Telecommunications 9/71 - 5/72 San Diego State University, San Diego, California Undergraduate work, Broadcasting 9/69 - 6/71 Diablo Valley College, Pleasant Hill, California Associate of Arts Degree, General Education emphasis on Broadcasting Professional Associations: Society of Cable Telecommunications Engineers (SCTE) 1979 to Present 1991 National Member of the Year Elevated to Senior Member in 1991 SCTE Offices held: SCTE Region 1 .National Director (CA, NV, HI) 1999 to Present SCTE Western Vice Chairman 2001 to 2002 SCTE, Executive Committee member 2001 to 2002 Vice President, Sierra Chapter, SCTE serving Sacramento 1989 to Present Member, SCTE National Planning Committee 1993 to Present Member, SCTE BCT/E Industry Certification Committee. 1993 to Present Chairman, SCTE Northern California Vendors Day 1991 to Present National Cable Television Association Member, Cable Pioneers Club, Class of 93 Credentials: FCC General Class Radiotelephone License; prior licensed as a. Second Class General Radiotelephone License (continuously licensed since 1980) SCTE Broadband Certified Engineer (BCE); continually certified since 1988 FCC Amateur Radio Licensee (Call sign: KC6VCC; continuously licensed since 1991) Military Service: 1975-1981 USAF Reserve Law Enforcement Specialist. Chico, California Honor Graduate USAF Police Academy USN Reserve Avionics Technician. Alameda, California Honorably discharged May 1981 <Balance of page intentionally left blank> K.RAMER.FIRM'S -PROPOSAL TO SERVE THE CITY OF LA QU[NTA - .. PAGE 8 E Plan To Accomplish The Engagement Consistent with our understanding of the services you seek, we propose to provide the following inspection services to the City of La Quinta: Inspection Services Physical Plant Inspections - Subscriber Network To assess the physical condition of"Time Warner's cable system within the City, we shall conduct a 250 point inspection, representing all major portions of the City, including single family, multiple family and commercial areas. This 250 point inspection may, at our option, be substituted with a drive -out of no fewer than 35%, of the total plant trunk mileage within the City if we believe that a plant drive -out will yield more useful information for the City. The physical evaluation will allow us to assess and quantify the following items: ■ Analysis of overhead and underground construction techniques in the new - build and existing -plant, and their impact on reliable system operation consis- tent with the requirements of CPUC General Order 9.5 and CPUC General Order 125, covering communications systems construction in public and private rights -of -way ■ Evaluation of plant bonding, consistent with the National Electrical Code (City -adopted or current California Electrical Code edition) which is necessary to inhibit, for example, outages due to stray electrical currents ■ Standby power supply construction ■ Estimates of necessary additional work (if any) that Time Warner must do to comply with the applicable safety codes, cited above, to correct any physical defects or unresolved construction violation noted during the inspection. ■ Assessment of headend, over -the -air antenna, and satellite antenna construction issue ■ Other items deemed pertinent to reliable system operation. ■ Photographic documentation may be included as an attachment to our written report to illustrate specific findings and/or violations. KRAMER.FIRM'S PROPOSAL TO SERVE THE CITY OF LA QUINTA - - PAGE 9 Grounding Inspection - Subscriber Network To provide the City with an assessment of Time Warner's level of compliance with its obligation to ground its subscriber drops, we'll inspect at least 65 subscriber drop locations throughout the zone. We'll determine if Time Warner has complied with the requirements of the City's electrical code based on the NEC 820-40 standard. Deliverable Our findings regarding Time Warner's achievements and deficiencies shall be documented in a report to the City. The findings in that report will be supported by representative photographs of any points we believe are required to illustrate issues raised therein. This report will be issued approximately two to three business weeks after we complete the inspection of the zone. Examples On the following page is an illustration on the typical types of violations observed in many cable systems. No representation is made that any or all of the issues shown in the illustration exist in Time Warner's La Quinta cable television system, however, many of the elements illustrated and shown have been observed in other cable television systems, including system owned, controlled, or operated by Time Warner. Following thereafter are sample inspection photographs from other KF inspections of California cable systems. They show some of the types of violations that may --or may not be found in Time Warner's La Quinta cable system. <Balance of page intentionally left blank> K.RAMER.FIRM'S PROPOSAL TO SERVE, TI-IF; CITY OF LA QUINTA - PAGE 10 |� E E o , § K MT>wR.m %]ko mn! TO SERVE THE Az OF t& Q7YTa— PAGE H Apparent commendering of telephone cable ground connection; unprotected ground wire; poor workmanship (all violations of NEC 820, et seq.) <Balance of page intentionally left blank> KRAMERTIRM'S PROPOSAL TO SERVE. THE CITY OF LA QUINTA - - PAGE 12 Drop not grounded; poor workmanship. (Violations of NEC 820, et seq.) <Balance of page intentionally left blank> KRAMF..R.FIRM'S PROPOSAL TO SERVE, THE CITY OF LA QUINTA ----- PAGE 13 Drop attached to power riser above roof; less than I' clearance from power at the attachment point; less than I foot clearance from power prior to the attachment point; poor workmanship. (Violations of NEC 820, et seq.) <Balance of page intentionally left blank> KRAMERTIRM'S PROPOSAL TO SERVETHE CITY OF LA QUINTA - --- PAGE 14 { <Balance of page intentionally left blank> KRAMERTIRM'S PROPOSAL TO SERVE.. THE CITY OF LA QUINTA -- PAGE 15 Drop attached to a independent ground rod —not a safe ground point per the Code; poor workmanship. (Violations of NEC 820, et seq.) <Balance of page intentionally left blank> KRAMERTIRM'S PROPOSAL. TO SERVE THE CITY OF LA QUINTA--PAGE 16 Cable commendering power ground clamp —not a safe ground point per the Code; poor workmanship. (Violations of NEC 820, et seq.) <Balance of page intentionally left blank> KRAMERTIRM'S PROPOSAL TO SERVE THE CITY OF LA QUINTA ----- PAGE 17 m % Drop not protected on pole (required to be in Schedule 80 conduit within 8 feet of ground. (Violations of CPUC General Order 95, et seq.) <Balance of page intentionally left blank> KRAMER.FIR-m'S PROPOSAL TO SERVE THE CITY OF LA QUINTA—PAGE 18 Broken lashing wire (exposes cable to physical failure; unpermitted contact with Telco; and can cause poor picture quality). (Violation of CPUC General Order 95, et seq.) <Balance of page intentionally left blank> KRAMER.FIRM'S PROPOSAL. TO SERVE, THE CITY OF LA QUINTA- -- PAGE 19 Drop attached to power riser above roof, less than I' clearance from power at the attachment point; poor workmanship. (Violations of NEC 820, et seq.) <Balance of page intentionally left blank> KRAMER.FIRM'S PROPOSAL TO SERVE THE CITY OF LA QUINTA-- PAGE 20 Engagement Timetable We anticipate that our service to the City will span from the time of our retention through approximately January, 2006. <Balance of page intentionally left blank> KRAMERTIRM' S PROPOSAL TO SERVE TIME CITY OF LA QUINTA -- PAGE, 21 f� Fees and Terms Cable System Inspection Fee Our fee to perform the inspection work expressly described in Section 4 of this proposal regarding our physical plant and grounding inspection of Time Warner is $12,200. That fee includes inspection and report production expenses. Cable Franchise Issues Consulting Fee For work which goes beyond the scope of work proposed here, including but not limited to on - site meetings, teleconferences, document reviews, etc., but excluding the physical plant inspection priced above, we charge an hourly fee of $190 for Mr. Kramer and $175 for each of Mr. Kranter's professional staff members. All clock rate time is rounded up to the nearest 15 minutes, and is on a portal-to-portal basis except for airline travel, which is billed at 50% of the hourly rate. Expenses are billed at cost. Expenses include, but are not limited to travel, messenger, meal costs, licensee fees, permits, registrations, lodging, meals, transportation, photocopying etc. Additional Fees/Terms Information in all cases, for project and consulting fee work, all invoices shall be due and payable upon presentation, and shall be considered past due 30 calendar days aver the invoice date. Balances owing to us for more than 30 days after invoice date may, solely at our option, accrue interest at 1.0 % per month (12.0% per year) on the entire previous unpaid balance from the invoice date. This proposal, which must be incorporated by attachment or reference into any final agreement, shall automatically expire 45 days after the date shown on the front cover of this proposal. <Balance of page intentionally left blank> KRAMER.FIRM' S PROPOSAL. TO SERVE THE, CITY OF L,A QUINTA -- PAGE 22 1� 7 Additional Information Pursuant to the Cable Communications Policy Act of 1984 as modified by the Telecommunications Act of 1996 and Cable Television Consumer Protection and Competition Act of 1992 at §635A(a) [47 USC 555A(a)], we are an agent of the City, without authority to bind or otherwise obligate the City. We Are Jointly Responsible For The Success Of This Engagement We've repeatedly found that the most successful and beneficial consulting engagements are the product of close and cooperative working relationship between the client and consultant. We jointly and severally have responsible roles in determining whether this engagement will be useful to You. For us to provide you with the very useful work product, and enable us to successfully complete our assignment in a timely manner, we have identified key areas that will require the active cooperation of the members of the City. Consistent with these goals, while in La Quinta, we will want to have reasonable access to all correspondence with and related to Time Warner, its parent, any former operators within the areas governed by the City, and all other materials related to CATV under the control of the City and/or its employees and agents necessary for us to complete our assignment. Additionally, we require that you provide us with letters of authority for us to carry while in the field, along with letters informing state, county, and local law enforcement and road department officials of our assignments and authority. (Upon request, we will provide you with samples of these letters.) <Balance of page intentionally left blank> KRAMER.FIRM' S PROPOSAL TO SERVE THE CITY OF LA QUINTA -- PAGE 23 0 Client References for Kramer.Firm, Inc. We have performed services essentially identical or similar to those requested by the City for each government entity listed below. Generally, our work for these governments has included technical and/or proof -of -performance reviews in connection with franchise renewals or transfers. Ms. Fern Taylor County of Los Angeles (213)974-2711 Mr. Joe Meyers City of "Tustin (714)573-3173 Ms. Maggie Tephany City of Redondo Beach, CA (310) 372-1171. ext. 2224 Mr. Fred Cunningham City of Beverly Hills (310)285-1000 <Balance of page intentionally left blank> EXHIBIT B SCHEDULE OF COMPENSATION Page 12 P.O. Box 1504 LA QUINTA, CALIFORNIA 92247-1504 78-495 CALLE TAMPICO LA QUINTA, CALIFORNIA 92253 November 3, 2005 Kramer.Firm, Inc. Attention: Jonathan Kramer 2001 S. Barrington Ave., Ste. 306 Los Angeles, CA 90025 Dear Mr. Kramer: (760) 7 7 7 - 7 0 0 0 FAX (760) 777-7101 Please find enclosed two original Professional Services Agreements by and between the Kramer.Firm, Inc. and the City of La Quinta for services related to the Franchise Review of Time Warner Cable -Inspection Services. Please sign both Agreements and return one Agreement in the stamped, self-addressed envelope provided. Should you have any questions, please contact the City Manager's Office at (760) 777-7000. Sincerely, ( )5� JUNE S. GREEK, CMC City Clerk Enclosure cc: Thomas P. Genovese, City Manager