1993-0720_TIMES MIRROR CABLE_Negotiation AgreementNEGOTIATION AGREEMENT
This Negotiation Agreement (the "Agreement") is entered into this 20th day of
July, 1993 by and between the City of San Juan Capistrano, a municipal corporation
organized under the laws of the State of California (the "City"), and Times Mirror Cable
Television of Orange County, Inc., a corporation organized and existing under the laws of
the State of California ("Dimension").
WHEREAS, Dimension submitted a written request to the City to commence
renewal proceedings pursuant to Section 6262(a) of the Cable Communications Policy Act
of 1984 (the "Cable Act") on or about June 17, 1991; and,
WHEREAS, subsequent to the receipt of the written request of Dimension
pursuant to Section 626(a), the City timely commenced proceedings for the purpose of (1)
identifying the future cable -related community needs and interest; and (2) reviewing the
performance of the cable operator under the franchise during the then current franchise
term. The proceeding described herein shall hereafter be referred to as the
"Ascertainment"; and,
WHEREAS, the Ascertainment will be completed by the City on or about
August 31, 1993 pursuant to the adoption by the City of the "Statement of
Qualifications"; and,
WHEREAS, Dimension is now desirous of submitting a proposal for renewal of
its existing franchise; and,
WHEREAS, the City is now desirous of receiving a proposal for renewal from
Dimension; and,
WHEREAS, the parties to this Agreement now desire to stay formal renewal
proceedings heretofore conducted pursuant to Section 626(a) of the Cable Act and,
pursuant to the terms and conditions of this Agreement, negotiate in good faith in an
informal proceeding pursuant to Section 626(h) of the Cable Act; and,
WHEREAS, neither party intends to waive, relinquish, or in any way relegate
any right which it may possess under Section 626(a), or any other Section, of the Cable
Act, or under any other provision of law, by entering into and faithfully performing the
terms and conditions of this Agreement; and,
WHEREAS, the parties now desire to provide for an orderly and comprehensive
procedure and methodology for the negotiation of a potential franchise renewal of the
current cable television franchise held by Dimension.
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NOW, THEREFORE, the parties to this Agreement do hereby agree,
convenant, and warrant as follows:
Section 1. The formal renewal proceeding initiated by Dimension on June 17,
1991 shall be deemed stayed and brought to a standstill as of June 24, 1993. Upon
written notice of either party to the other, as provided in Section 2 herein, that portion
of the formal renewal proceeding specified in Sections 626(b) and (c) shall be initiated
and the four month period specified in Section 626(c) (1) of the Cable Act shall be
deemed to commence thirty (30) days subsequent to the receipt of written notice from
one party to the other as specified by Section 2 herein.
Section 2. The term of this Agreement shall be one (1) year from the date of
approval by the City Council of the City; provided, however, either party may terminate
this Agreement and recommence formal renewal proceedings pursuant to Section 626(b)
and (c) of the Cable Act by giving the other thirty (30) days prior written notice at the
addressee contained herein. Thirty (30) days subsequent to the receipt of written notice
from one party to the other, this Agreement shall terminate and a formal renewal
proposal pursuant to Section 626(b) of the Cable Act shall be submitted by Dimension to
the City thirty (30) days subsequent to the date of said written notice.
Section 3. A date of expiration or sooner termination of this Agreement
pursuant to Section 2 above shall be deemed the date by which a renewal proposal shall
be submitted to the City by Dimension pursuant to Section 626(b) (3).
Section 4. The City shall deliver to Dimension the results of the
Ascertainment, including but not limited to any and all subscriber information surveys,
community institution surveys, and technical studies by August 30, 1993.
Section 5. Dimension shall submit a proposal for the renewal of its franchise
within the meaning of Section 626(h) within 60 days of receipt of information from the
City, specified in Section 4 herein.
Section 6. All negotiations undertaken during the term of this Agreement by
the parties pursuant to this Agreement, including but not limited to any written
materials generated pursuant to this Agreement during its term by any party, or by any
agent of any party, whether or not submitted to the other, and all statements,
discussions, and other forms of communications generated or undertaken pursuant to this
Agreement during its term, shall be deemed to be good faith settlement discussions and
shall be neither discoverable or admissible in any proceeding, judicial, administrative, or
otherwise and further shall not be used by any party against the other for any purpose at
any time. The foregoing shall not preclude communications between Dimension and the
City Council of San Juan Capistrano relating to the renewal of Dimension's franchise,
which communications, if any, shall likewise be subject to the terms and conditions of
this Agreement.
Section 7. The parties of this Agreement hereby expressly and unequivocally
reserve any rights which they may have under law including, but not limited to, those
rights provided by Section 626(a) -(g) of the Cable Act, as well as any rights and
obligations which may exist under other applicable law, and neither the execution of this
Agreement, nor its performance, shall be deemed to be a waiver, relinquishment,
acquiescence, or loss of any right which exist on the part of any party other than as
expressly provided herein.
Section 8. Notice is given by one party to the other pursuant to this
Agreement shall be delivered by way of first class, certified mail, postage prepaid,
delivered to the other at the following addresses:
If to City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, California 92675
Attention: City Manager
If to Dimension: Times Mirror Cable Television of Orange,
County, Inc.
26181 Avenida Aeropuerto
San Juan Capistrano, California 92675-4889
Attention: General Manager
Section 9. This Agreement shall be deemed a joint draft of the parties, with
both parties jointly responsible for its drafting, and thus shall not be construed against
either party upon the basis of authorship.
APP DVED AST RM:
7/7/p3
DENHALTER
UTORNEY
RICHARD TER
ATTORNEY
O
APPROVED AS TO FORM:
CITY C1EMAK JUAN CAPISTRANO
ItA Geoxlke Scarborough, Ci
TIMES MIRROR CABLE TELEVISION OF
ORANGE COUNTY, INC.
Etuuxm � 1961
1776
July 23, 1993
Mr. Leo Brennan, Vice President and General Manager
Times Mirror Cable Television of Orange County
26181 Avenida Aeropuerto
San Juan Capistrano, California 92675
Re: Negotiation Agreement
Dear Mr. Brennan:
MEMBERS OF THE CITY COUNCIL
OOLLENE CAMPBELL
GARY L HAUSOORFER
GIL JONES
CAROLYN NASH
JEFF VASQUEZ
CITY MANAGER
GEORGESCARBOROUGH
At their meeting of July 20, 1993, the City Council of the City of San Juan Capistrano
approved the Negotiation Agreement with Times Mirror Cable Television of Orange County
to set the procedure for negotiating a franchise renewal.
A fully -executed copy of the Agreement is enclosed for your files. Thank you for your
cooperation. If we can be of any further assistance, please call.
Very truly yours,
Cheryl Joh on
City Clerk
Enclosure
cc: Director of Administrative Services (with agreement)
Mary Laub (with agreement)
32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493-1171
3. CONSIDERATION OF • FOR OF MISSION
JUAN !r • (410.40
Written Communication:
Report dated July 20, 1993, from the City Manager, recommending that the request from the Mission
San Juan Capistrano to hang a street banner at the intersection of Camino Capistrano and Del Obispo
Street be approved for a 14 -day period based on the finding that the annual fund raising event,
scheduled for October 1, 1993, is of a community -wide nature. The dates for hanging the banner would
be from September 1 to September 15, or from September 16 to September 30, to be approved by the
Director of Planning.
AdQplion of Resolution Apyrovina Placement of Street Banner:
It was moved by Council Member Hausdorfer, seconded by Council Member Campbell, that the
following Resolution be adopted:
RESOLUTION NO, 93-7-20-5 AUTHORIZING PLACEMENT OF BANNER -
MISSION SAN JUAN CAPISTRANO - A RESOLUTION OF THE CITY
COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA,
AUTHORIZING THE PLACEMENT OF A BANNER WITHIN THE PUBLIC
RIGHT-OF-WAY FOR MISSION SAN JUAN CAPISTRANO SUBJECT TO THE
PROVISIONS OF SECTION 9-3.603(f)(15) OF THE MUNICIPAL CODE
The motion carried by the following vote:
AYES: Council Members Campbell, Hausdorfer, Nash, Vasquez, and Mayor Jones
NOES: None
ABSENT: None
W fes- •LU • • u •L
Written Communication: I
Report dated July 20, 1993, from the Interim Director of Administrative Services, recommending that
the Negotiation Agreement between the City and Times Mirror Cable Television of Orange County
(Dimension) be approved for the purpose of specifying franchise renewal time lines and the structure
of negotiation proceedings. The Agreement was jointly drafted by the City and Dimension Cable
Services.
Ms. Pendleton made an oral presentation.
AAoroaof Neiation Agreement:
It was moved by Council Member Hausdorfer, seconded by Council Member Vasquez, and unanimously
carried that the Negotiation Agreement between the City and Times Mirror Cable Television of Orange
County (Dimension) be approved for the purpose of specifying franchise renewal time lines and the
structure of negotiation proceedings. The City Manager was authorized to execute the Agreement on
behalf of the City.
City Council Minutes -9- 7/20/93
• 0
AGENDA ITEM:
TO: George Scarborough, City Manager
July 20, 1993
FROM: Cynthia L. Pendleton, Interim Director of Administrative Services
SUBJECT: Cable Television Franchise Renewal: Negotiation Agreement
-------------------
-------------------
RECOMMENDATION:
Authorize the City Manager to execute the negotiation agreement jointly drafted by
Dimension Cable Services and the City for the purpose of specifying franchise renewal
time lines and the structure of negotiation proceedings.
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SITUATION:
A. Summary and Background
The Cable Communications Policy Act of 1984 (the "Cable Act") sets guidelines for
Cable TV franchise renewal proceedings. In accordance with these guidelines the
City and Dimension Cable Services have mutually agreed to certain procedural steps
to be used in the renewal process. A Negotiation Agreement has been jointly
drafted by the City and Dimension Cable Services for the purpose of setting an
orderly procedure for the negotiation of a franchise renewal.
Section 626(h) of the Cable Act provides that by mutual consent negotiating parties
can stay formal renewal proceedings and negotiate in good faith in an informal
proceeding. The Negotiation Agreement specifies the desire of both parties to
proceed with negotiations in an informal process with neither party relinquishing any
rights it may possess under the Cable Act or any other law.
The Negotiation Agreement states that the City will submit results of a community
ascertainment and final technical studies no later than August 30, 1993. Following
this submittal, Dimension has sixty (60) days to submit a proposal for renewal of its
franchise.
The City's contract cable counsel worked with City and Dimension staff in the
development of the Negotiation Agreement terms and date lines and recommends
execution of the document as it is a standard document used in the renewal process.
COMMISSION/BOARD REVIEW, RECOMMENDATION:
N/A
FINANCIAL CONSIDERATIONS:
N/A
FOR CRY COUNCIL AGEN 60;��
AGENDA ITEM -2- July 20, 1993
NOTIFICATION:
N/A
ALTERNATE ACTIONS:
1. Authorize the City Manager to execute the Negotiation Agreement jointly drafted
between the City and Dimension Cable Services and the City for the purpose of
specifying franchise renewal time lines and the structure of negotiation proceedings.
2. Do not authorize the City Manager to execute the Negotiation Agreement between
the City and Dimension Cable Services.
3. Request additional information from staff.
RECOMMENDATION:
By motion, Authorize the City Manager to execute the negotiation agreement jointly
drafted by Dimension Cable Services and the City for the purpose of specifying franchise
renewal time lines and the structure of negotiation proceedings.
Respectfully submitted,
Cynthia L. Pendleton
CLP:ML/ja
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