REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
July 26, 2022
FROM
LEONARD X. HERNANDEZ, Chief Executive Officer, County Administrative Office
SUBJECT
Title
Non-Disclosure Agreement with Charter Communications Operating, LLC
End
RECOMMENDATION(S)
Recommendation
Approve a non-financial Mutual Non-Disclosure Agreement, containing non-standard terms, with Charter Communications Operating, LLC to allow for discussions regarding the possible deployment of broadband internet infrastructure throughout San Bernardino County for a term of one year, beginning on the effective date of July 26, 2022, with continuation of the confidentiality requirements for a minimum of three years from expiration of the Agreement and confidentiality of customer information in perpetuity.
(Presenter: Leonard X. Hernandez, Chief Executive Officer, 387-4811)
Body
COUNTY AND CHIEF EXECUTIVE OFFICER GOALS & OBJECTIVES
Operate in a Fiscally-Responsible and Business-Like Manner.
Provide for the Safety, Health and Social Service Needs of County Residents.
FINANCIAL IMPACT
Approval of this item will not result in the use of additional Discretionary General Funding (Net County Cost), as the mutual Non-Disclosure Agreement (NDA) is non-financial in nature.
BACKGROUND INFORMATION
San Bernardino County is currently exploring options for deployment of broadband infrastructure to improve internet service in unserved and underserved areas using various state and federal funding sources in an effort to close the Digital Divide. Conventional, publicly accessible data available from sources such as the Federal Communications Commission and California Public Utilities Commission does not provide the granular information needed to determine which areas of the county are in need of broadband enhancements.
Approval of this NDA will allow the County to enter into non-binding discussions regarding regional broadband planning efforts with Charter Communications Operating, LLC (Charter). Obtaining proprietary information regarding internet service speeds and existing broadband infrastructure from Charter provides the County with an opportunity to focus substantial financial resources in communities that lack adequate internet service in the areas that Charter serves.
The NDA is Charter’s standard form and includes terms that differ from the standard County contract and omits certain County standard contract terms. The non-standard and missing terms include the following:
1. The NDA does not require Charter to meet the County’s insurance standards as required pursuant to County Policy 11-07.
• The County Policy requires contractors to carry appropriate insurance at limits and under conditions determined by the County’s Risk Management Department and set forth in the County standard contract.
• Potential Impact: The NDA does not include County standard insurance requirements. This means that the County has no assurance that Charter will be financially responsible for claims that may arise from this NDA, which could result in expenses to the County that exceed the total contract amount.
2. The County may not terminate the NDA for convenience.
• The County standard contract gives the County the right to terminate the contract, for any reason, with a 30 day written notice of termination without any obligation other than to pay amounts for services rendered and expenses reasonably incurred prior to the effective date of termination.
• Potential Impact: Any attempted termination by the County could result in a claim by Charter that the County breached the NDA.
In addition, the NDA requires extended confidentiality requirements in regard to Charter’s network infrastructure and service speeds for a minimum of three years from expiration of the NDA, and confidentiality of customer information in perpetuity. Approval of the non-financial NDA, including non-standard terms, is recommended to allow for necessary discussions regarding the possible deployment of broadband internet infrastructure throughout the county.
PROCUREMENT
Not applicable.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Julie Surber, Principal Assistant County Counsel, 387-5455) on June 15, 2022; Finance (Erika Rodarte, Administrative Analyst, 387-4919) on June 16, 2022; and County Finance and Administration (Matthew Erickson, County Chief Financial Officer, 387-5423) on June 28, 2022.