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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 (✓/✓fJj� In (A AAAA ATEA FfiAIIIfXF1 I 1961 v 1776 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 n u n u 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: