07-0501_CCN USA_Memorandum of Understanding• •
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (this "Memorandum") is made by and between
CCN USA, a Nevada limited liability company ("CCN"), and the City of San Juan
Capistrano (the "Client") to confirm the Client's initial interest in exploring the possible
installation of a CCN community communication system and to set forth the basic
proposed terms for the negotiation of an agreement (the "Definitive Agreement') if the
parties move forward with the system.
1. CCNty System. "CCNty System" means a community television closed loop
channel capable of broadcasting information on municipal initiatives, law
enforcement/first responder updates and community news. CCNty can
showcase the achievements, results and the positive changes that are taking
place in the community through simple messages backed by graphics and
video. The specific content of CCNty will be determined by the parties.
2. No Cost to Client. The CCNty System shall be installed, operated, updated
and maintained at no cost to the Client. CCN shall be responsible for all
System costs, including hardware, software, installation, maintenance, content
production and updates. The CCNty System shall be supported by
sponsorships and advertising. CCN shall be responsible for placing
advertising on CCNty System. The Client shall have no liability if advertising
revenues are insufficient to meet the CCNty System costs.
3. System Proposal. The size of the CCNty System, including number of screens
and content, and the location of such screens, shall be mutually agreed by the
parties. Sites may include public and private sector facilities. CCN shall
conduct a complete analysis of potential sites and create a detailed report
including proposed screen locations, content suggestions, demographics and
cost projections. CCN will consult with the Client after analysis is complete
and outline the viability of a system for the Client. In some cases, options
such as system integration with other jurisdictions could be explored to
address population or screen placement gaps.
4. CCN Installation and Maintenance. CCN will fund all up -front costs required
to install each System. This includes content productin (see paragraph 6 for
schedule), system support, all required hardware, software, production and
maintenance.
5. Advertising. and Sponsorships. Approximately 60% of the content and
programming on the CCNty System shall be Client content and other
information programming such as news, sports and weather. Approximately
40% shall constitute advertising. Client and CCN shall determine guidelines
for all such advertising, including the exclusion of any offensive advertising
or other categories as may be requested by Client (alcohol, tobacco, etc.).
CCN and its agents shall have responsibility for all aspects of managing,
selling and implementing advertising on the CCNty System, including
entering into agreements with third -party advertisers, negotiating the
advertising rates and payment terms, as well as screening the content of such
advertisements. Client shall have final approval over advertisements and such
approval should not be withheld.
0 0
6. Client Content. Content will be delivered from several sources including
Client's archives, Client's website both in text and HTML feeds, CCN
libraries and other organizations from the public and private sector. In
addition, CCN shall produce eight 30 -second programs in the first quarter and
four 30 -second programs in each subsequent quarter. CCN shall produce such
spots at its sole cost and expense. The content of such spots will be
determined by the Client, in consultation with CCN. The CCNty System may
also display local and national news, weather and sports, as well as missing
person and other emergency alerts. Client shall be approval for all client
content.
7. Term of Definitive Agreement. The Definitive Agreement for the CCNty
System shall have a five year term. At the expiration of the term, all rights to
the CCNty System, including ownership rights to the hardware shall remain
with CCN. If the parties fail to execute a contract extension, CCN shall be
responsible for the removal of the system.
8. Proprietary Information. To the extent permitted by the California Public
Records Act, Government Code sections 6250 et seq., parties agree to
maintain the confidentiality of CNN's propriety information relating to
business plans, technical data, product ideas, financial and related information
to the extent any such information has been submitted to the Client for review
and consideration.
9. Exclusivity. For a period of six months from the date hereof, Client agrees
not to solicit or encourage inquiries or proposals with respect to, or participate
in any negotiations or discussions concerning, any similar or potentially
competing proposal for a communications system similar to CCNty.
10. Termination. This Memorandum may be terminated:
a. by mutual written consent of CCB and Client;
b. upon written notice by any party to the other party if a Definitive
Agreement has not been executed by the date six months after the date of
this Memorandum, unless mutually extended by the parties.
This Memorandum reflects our mutual understanding of the matters described herein,
but each party acknowledges that, other than paragraphs 7, 8, and 9, this Memorandum is
not intended to create or constitute any legally binding obligation between the parties,
and neither party shall have any liability to the other party with respect to the other party
until and unless a Definitive Agreement is prepared, authorized, executed, and delivered
by and between the parties.
Please sign and date this Memorandum in the space provided below to confirm the
mutual agreements set forth herein and return a signed copy to the undersigned.
Date
Date j'1 ata/ l
APPROVED AS TO FORM:
JohnShaw, City Attorney
Very truly yours,
CCN USA
By: G�2--
Fred Armendariz, President
CLIENT
ATTEST:
R MONAHAN, CITY CLERK
0
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493.1053 FAX
www.sanjuancapistrano.org
TRANSMITTAL
TO:
Fred Armendariz, President
CCN USA
1920 Main Street, Unit 210
Irvine, CA 92614
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FROM: Maria Morris, Deputy City Clerk (949) 443-6309
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOE SOTO
DR. LONDRES USO
RE: Memorandum of Understanding — CCNty System for Public Affairs and Emergency
An original, executed Memorandum of Understanding is enclosed for your records.
If you have questions concerning the construction, please contact Dave Adams, City Manager,
(949)443-6317.
CC: Dave Adams, City Manager
San Juan Capistrano: Preserving the Past to Enhance the Future
CIE Prinletl on 100 % recycletl paper
11
AGENDA REPORT
TO: Honorable Mayor and City Council
FROM: Dave Adams, City Manager 4a#`
SUBJECT: Consideration of Approval
USA for a CCNty System
Communications
0
511/2007
D10
of Memorandum of Understanding with CCN
for Public Affairs and Emergency
RECOMMENDATION:
By motion, approve the attached Memorandum of Understanding with CCN USA for a
CCNty system and authorize the City Manager to sign the MOU confirming the City's
initial interest in the CCN community communication system.
SITUATION: The City has been approached by CCNty Systems to participate with other
local government agencies to share information with our citizens through digital
television screens in high foot traffic areas within our community. The screens would be
installed at no cost at locations yet to be determined.
The attached Memorandum of Understanding (MOU) outlines the concept of the system
and provides specifics. The system would provide a closed loop channel capable of
broadcasting information on local municipal activities as well as providing law
enforcement and first responder updates and community news. The instant alert
messaging component of the CCN system allows information to be sent within five
minutes to notify the public of action steps necessary for emergency response (lost
children, traffic escape routes, etc.).
The CNN system would be offered at no expense to the City, with the installation,
operations and updating being the responsibility of CCNty. Approximately 60% of the
content would be public service announcements or videos produced by local
government agencies, as well as news, sports and weather, with advertising constituting
the balance. If the City Council approves the attached MOU, our City would receive
eight 30 -second programs in the first quarter and four 30 -second programs in each
subsequent quarter for use as we see fit at no expense.
Several other cities (Santa Ana, Dana Point, Mission Viejo, Lake Forest, Anaheim, etc)
have either approved the attached MOU or have it under consideration. This MOU sets
forth the basic proposed terms of an agreement if both parties move forward with the
system. Any future agreements or City involvement would need to be approved by the
City Council at a subsequent meeting.
Agenda Report •
Page 2
FINANCIAL CONSIDERATIONS: None
NOTIFICATION:
CCN USA
* Agenda Report included
RECOMMENDATION:
0
May 1 2007
By motion, approve the attached Memorandum of Understanding with CCN USA for a
CCNty system and authorize the City Manager to sign the MOU confirming the City's
initial interest in the CCN community communication system.
Respectfully submitted,
Dave Adams
City Manager
Attachments:
1. Memorandum of Understanding
0 •
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (this "Memorandum") is made by and between
CCN USA, a Nevada limited liability company ("CCN"), and the City of San Juan Capistrano
(the "Client's to confirm the Client's initial interest in exploring the possible installation of a
CCN community communication system and to set forth the basic proposed terms for the
negotiation of an agreement (the "Definitive Agreement") if the parties move forward with the
system.
CCNty System. "CCNty System" means a community television closed loop channel
capable of broadcasting information on municipal initiatives, law enforcement/first
responder updates and community news. CCNty can showcase the achievements, results
and the positive changes that are taking place in the community through simple messages
backed by graphics and video. The specific content of CCNty will be determined by the
parties.
2. No Cost to Client. The CCNty System shall be installed, operated, updated and
maintained at no cost to the Client. CCN shall be responsible for all System costs,
including hardware, software, installation, maintenance, content production and updates.
The CCNty System shall be supported by sponsorships and advertising. CCN shall be
responsible for placing advertising on the CCNty System. The Client shall have no
liability if advertising revenues are insufficient to meet the CCNty System costs.
System Proposal. The size of the CCNty System, including number of screens and
content, and the location of such screens, shall be determined by the parties. Sites may
include public and private sector facilities. CCN shall conduct a complete analysis of
potential sites and create a detailed report including proposed screen locations, content
suggestions, demographics and cost projections. CCN will consult with the Client after
analysis is complete and outline the viability of a system for the Client. In some cases,
options such as system integration with other jurisdictions could be explored to address
population or screen placement gaps.
4. CCN Installation and Maintenance. CCN will fund all up -front costs required to install
each System. This includes content production (see paragraph 6 for schedule), system
support, all required hardware, software, production and maintenance.
Advertising and Sponsorships. Approximately 60% of the content and programming on
the CCNty System shall be Client content and other informational programming such as
news, sports and weather. Approximately 40% shall constitute advertising. Client and
CCN shall determine guidelines for all such advertising, including the exclusion of any
offensive advertising or other categories as may be requested by Client (alcohol, tobacco,
etc.). CCN and its agents shall have responsibility for all aspects of managing, selling
and implementing advertising on the CCNty System, including entering into agreements
with third -party advertisers, negotiating the advertising rates and payment terms, as well
as screening the content of such advertisements.
Attachment 1
0
0
6. Client Content. Content will be delivered from several sources including
Client's archives, CCN libraries and other organizations from the public and
private sector. In addition, CCN shall produce eight 30 -second programs in
the first quarter and four 30 -second programs in each subsequent quarter.
CCN shall produce such spots at its sole cost and expense. The content of
such spots will be determined by the Client, in consultation with CCN. The
CCNty System may also display local and national news, weather and sports,
as well as missing person and other emergency alerts.
7. Term of Definitive Agreement. The Definitive Agreement for the CCNty
System shall have a five year term. At the expiration of the term, all rights to
the CCNty System, including ownership rights to the hardware shall remain
with CCN. If the parties fail to execute a contract extension, CCN shall be
responsible for the removal of the system.
8. Proprietary Information. To the extent permitted by the California Public
Records Act, Government Code sections 6250 et seq., parties agree to
maintain the confidentiality of CNN's propriety information relating to
business plans, technical data, product ideas, financial and related information
to the extent any such information has been submitted to the Client for review
and consideration.
9. Exclusivity. For a period of six months from the date hereof, Client agrees
not to solicit or encourage inquiries or proposals with respect to, or participate
in any negotiations or discussions concerning, any similar or potentially
competing proposal for a communications system similar to CCNty.
10. Termination. This Memorandum may be terminated:
a. by mutual written consent of CCB and Client;
b. upon written notice by any party to the other party if a Definitive
Agreement has not been executed by the date six months after the date of
this Memorandum, unless mutually extended by the parties.
This Memorandum reflects our mutual understanding of the matters described herein,
but each party acknowledges that, other than paragraphs 7, 8, and 9, this Memorandum is
not intended to create or constitute any legally binding obligation between the parties,
and neither party shall have any liability to the other party with respect to the other party
until and unless a Definitive Agreement is prepared, authorized, executed, and delivered
by and between the parties.
FA
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Please sign and date this Memorandum in the space provided below to confirm the
mutual agreements set forth herein and return a signed copy to the undersigned.
Very truly yours,
CCN USA
Date
Date
By:
Fred Armendariz, President
CLIENT
By:_
Nami
Title: