Resolution 1994-88
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RESOLUTION NO. 94 - 88
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GILROY APPROVING PARTICIPATION IN
THE JOINT CABLE TELEVISION REFRANCHISING PROJECT WITH THE CITIES OF GILROY,
HOLLISTER, AND SAN JUAN BAUTISTA AND THE COUNTIES OF SAN BENITO AND SANTA CLARA
WHEREAS, the Cities of Morgan Hill, Gilroy, Hollister, and San Juan
Bautista (CITIES) and the Counties of San Benito and Santa Clara (COUNTIES) all
currently have cable television (CATV) franchise agreements with Falcon Cable TV of
Northern California (FALCON); and
WHEREAS, the CITIES and COUNTIES wish to work together to conduct a joint
CATV refranchising effort in order to facilitate a more concerted and cohesive
approach to the CATV refranchising process and ensure that CATV customers within
the CITIES and COUNTIES are receiving the appropriate level of service from
FALCON; and
WHEREAS, CITIES and COUNTIES intend to retain the professional services of
a qualified consultant, selected with approval of each CITY and COUNTY, to assist
in developing a refranchising strategy, identifying common and unique
jurisdictional CATV issues and goals, and developing a program for the actual
negotiation of a new CATV franchise; and
WHEREAS, CITIES and COUNTIES desire to secure the commitment of each CITY
and COUNTY to participate in the CATV refranchising project through the adoption by
each CITY and COUNTY of a Memorandum of Understanding; and
WHEREAS, the attached memorandum of Understanding was developed to define
the terms and conditions under which the joint CATV refranchising project will be
conducted.
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RESOLUTION NO. 94 - 88
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NOW, THEREFORE, THE GILROY CITY COUNCIL DOES RESOLVE AS FOLLOWS:
1) To approve the City of Gilroy'S participation in the joint CATV
refranchising project; and
2) To authorize the City Administrator to execute the Memorandum of
Understanding with the Cities of Hollister, Morgan Hill, San Juan
Bautista and the Counties of San Benito and Santa Clara to conduct
a joint CATV refranchising project.
PASSED AND ADOPTED this 19th day of December, 1994, at a regular meeting
of the City Council by the following vote:
AYES: COUNCILMEMBERS: GILROY, KLOECKER, MORALES, ROGERS, ROWLISON,
VALDEZ and GAGE.
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
APPROVED:
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ATTEST:
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City Clerk ~
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I, SUSANNE E. STEINMETZ, City Clerk of the City of Gilroy, do
hereby certify that the attached Resolution No. 94-88 is an original
resolution, duly adopted by the Council of the City of Gilroy at a regular
meeting of said Council held on the 19th day of
at which meeting a quorum was present.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
December
, 19~,
Official Seal of the City of Gilroy this 21st day of
December ,1994.
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(Seal)
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EXHIBIT
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MEMORANDUM OF UNDERSTANDING
CABLE TV REFRANCmSING EFFORT
THIS MEMORANDUM OF UNDERSTANDING is made this _ day of ,
1994, between the CITY OF MORGAN HILL; a municipal corporation ("MORGAN HILL");
the CITY OF GILROY; a municipal corporation, ("GILROY"); the CITY OF HOLLISTER;
a municipal corporation ("HOLLISTER"); the CITY OF SAN JUAN BAUTISTA; a municipal
corporation ("SAN JUAN BAUTISTA"); the COUNTY OF SANTA CLARA, a political
subdivision of the State of California, ("SANTA CLARA"); and the COUNTY OF SAN
BENITO; a political subdivision of the State of California, ("SAN BENITO")
RECITALS
The following recitals are a substantive part of this MEMORANDUM OF
UNDERSTANDING:
1. This MEMORANDUM OF UNDERSTANDING is entered into pursuant to Morgan
Hill City Council approval on , 1994; Gilroy City Council approval on
_, 1994; Hollister City Council approval on , 1994; San Juan Bautista City Council
approval on , 1994; Santa Clara County Board of Supervisors approval on _
_, 1994; and San Benito County Board of Supervisors approval on , 1994.
2. MORGAN HILL, GILROY, HOLLISTER, AND SAN JUAN BAUTISTA
("CITIES"), along with SANTA CLARA and SAN BENITO ("COUNTIES"), all currently
have cable television ("CATV") franchise agreements with Falcon Cable TV of Northern
California ("FALCON").
3. CITIES and COUNTIES wish to work together to conduct a joint CATV
refranchising effort in order to facilitate a more concerted and cohesive approach to the CATV
refranchising process and ensure that CATV customers within CITIES and COUNTIES are
receiving the appropriate level of service from FALCON.
4. CITIES and COUNTIES intend to retain the professional services of a qualified
consultant, selected with the approval of each CITY and COUNTY, to assist in developing a
refranchising strategy, identifying common and unique jurisdictional CATV issues and goals.
and developing a program for the actual negotiation of a new CATV franchise.
5. The purpose of this Agreement is to secure the commitment of each CITY and
COUNTY to participate in the CATV refranchising process.
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MEMORANDUM OF UNDERSTANDING
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Termi of Memorandum ofUnderstandin2:. This Memorandum of Understanding shall
coverlthe period of , 1994 through June 30 , 1996. It may be renewed
upon mutual written agreement for an! additional period not to exceed one year.
2. Scope of Work. CITIES and COUNTIES will conduct a joint CATV refranchising
process that will include: development of a refranchising strategy, development of
CATV franchise goals and objectives~ and negotiation of a new CATV franchise.
3. Proiect Coordination. MORGAN HILL will serve as the project leader and contract
admitustrator for this CA TV refranchising process. Work tasks relating to the CATV
refr~chising process shaH be shared !equitably between the CITIES and COUNTIES.
The CITIES and COUNTIES shall meet regularly to decide upon the work needed. to
condilct the CATV refranchising process and to review its progress.
All decisions relating to the conduct of the CATV refranchising process shall be done
through consensus of the CITIES and COUNTIES. In the event consensus can not be
reached, a majority vote shall resolve the issue. Utilizing a formula whereby each
jurisdiction has one vote plus its percentage of CATV subscribers, CITIES and
COUNTIES will be eligible to cast votes accordingly:
City of Gilroy
City of Hollister
City of Morgan Hill
City of San Juan Bautista
County of San Benito
County of Santa Clara
26 votes
21 votes
24 votes
9 votes
11 votes
9 votes
4. Cost Apportionment. CITIES and COUNTIES shall provide financial support in an
amount not to exceed ($145.680.00) for the CATV refranchising effort and shall pay
their proportional share for the costs of undertaking and maintaining the refranchising
process as follows:
City of Gilroy
City of Hollister
. City of Morgan Hill
City of San Juan Bautista
County of San Benito
County of Santa Clara
$47,045 (36% of remaining total)
$39,204 (30% of remaining total)
$44,431 (34% of remaining total)
$ 5,000
$ 5,000
$ 5,000
Any financial support in excess of the above specified amount sharf be approved in
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writing by the CITIES and COUNTIES in advance, and shall be allocated among the
jurisdictions based on the voting formula identified in Section 3.
5. Consultant. On behalf of the CITIES and COUNTIES, the services of The Buske
Group will be secured to conduct the CATV refranchising. process. Attachment A, the
Consultant Agreement, describes the contract services to be performed by the
Consultant, and the cost and anticipated schedule for the project. The project will be
initiated following execution of this Memorandum of Understanding by the CITIES
AND COUNTIES, and the subsequent execution of the j Consultant Contract and
issuance of a notice to proceed. /CITIES and COUNTIES? approvals of the project
scope of : work, cost and schedule j is indicated by execution of this Memorandum of
Understanding.
6. Contract Administration. MORGAN HILL will administ~r the Consultant Contract
on beh31f cf the CITIES and lCOL'NTIES. The Con~ultant Contract will be
administered according to the general requirements and .standards which apply to other
similar projects administered by MORGAN HILL. MORGAN HILL staff will award
the contract, manage the project, including payment of the Consultant and serve as the
liaison with the Consultant. MORGAN HILL staff will coordinate project review and
decision-making with CITIES and COUNTIES.
The project manager for MORGAN HILL shall be the Consultant's primary contact and
will assist the Consultant in functions involving coordination with CITIES and
COUNTIES and FALCON. Assistance from staff of participating jurisdictions will be
provided upon request of the project manager.
CITIES and COUNTIES shall be copied with any and all correspondence or
documentation of any type between Consultant and MORGAN HILL. Consent shall
be obtained from CITIES and COUNTIES by MORGAN HILL for any proposed
deviations from the contract by the Consultant.
7. Payment. MORGAN HILL shall bill the CITIES and COUNTIES monthly. Invoices
shall reflect the CONSULTANTs monthly invoices, and CITIES and COUNTIES shall
be billed based on their proportional share of their financial support of the project.
CITIES and COUNTIES shall endeavor to pay their respective amounts due within
thirty (30) days from receipt of billing.
As agreed by MORGAN HILL, GILROY and HOLLISTER, HOLLISTER'S share of
the program costs will be paid by GILROY and MORGAN HILL through June 30,
1995. GILROY and MORGAN HILL will each pay fifty percent (50%) of
HOLLISTER's bills under this Memorandum of Understanding through June 30, 1995.
HOLLISTER will reimburse GILROY and MORGAN HILL for the bills paid by each
of them on its behalf byJuly 31, 1995. HOLLISTER shall be respons.i~le for directly
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paying its own bills as of July 1, 1995, through the remainder of the term of this
Memorandum of Understanding.
8. Non-Liabilitv of Officials and Emnlovees. No official or employee of any CITY or
COUNTY under this Memorandum of Understanding shall be personally liable to any
other entity or person in the event of any default or breach by CITIES or COUNTIES.
9. Non-Discrimination. CITIES and COUNTIES covenant that there shall be no
discrimination against any person or group due to race, color, creed~ religion, sex,
marital status, age, handicap, national origin, or ancestry, in any activity pursuant to this
Memorandum of Understanding.
10. Compliance with Law. CITIES and COUNTIES shall comply with all applicable
laws, ordinances, codes, and regulations of the federal, state, and local government in
any dctivity pursuant to this Memorandum of Understanding.
11. Conflict of Interest and Reporting. CITIES and COUNTIES shall at all times avoid
conflict of interest or appearances of conflict of interest in performance of this
Memorandum of Understanding. No CITY or COUNTY shall act independently
outside the scope of this Memorandum of Understanding with FALCON or the
CONSULTANT.
12. Notices. All notices shall be personally delivered or mailed to the below listed
addresses, or to such other addresses as may be designated by written notice. These
addresses shall be used for delivery of service of process.
a. Address of MORGAN HILL is as follows:
City Manager
17555 Peak Avenue
Morgan Hill, CA 95037
b. Address of GILROY' is as follows:
City Administrator
7351 Rosanna Street
Gilroy~ CA 95020
c. Address of HOLLISTER is as follows:
City Manager
375 Fifth Street
Hollister, CA 95023
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d. Address of SAN JUAN BAUTISTA is as follows:
City Manager
P.O. Box 1086
San Juan Bautista, CA 95045
e. Address of SANTA CLARA COUNTY is as follows:
County Executive
70 West Hedding Street
San Jose, CA 95110
f. Address of SAN BENITO COUNTY is as follows:
County Administrator
481 Fourth Street
Hollister, CA 95023
13. Termination. This Memorandum of Understanding may be terminated upon providing
a thirty (30) day written notice from one CITY or COUNTY to other CITIES or
COUNTIES. In the event of termination, the party terminating shall be responsible for
its share of any and all costs incurred for work done up to the time in which the
agreement is terminated, to the extent that costs can be attributed.
14. Time of Essence. Time is of the essence in the performance of this Memorandum of
Understanding.
15. Authoritv to Execute. The persons executing this Memorandum of Understanding on
behalf of the parties warrant that they are duly authorized to execute this Memorandum
of Understanding and that by executing this Memorandum of Understanding, the parties
are formally bound.
16. Indemnification. In contemplation of the prOViSions of Section 895.2 of the
Government Code of the State of California imposing certain tort liability jointly upon
public entities solely by reason of such entities being parties to an agreement as defined
by Section 895 of said Code, the parties hereto, as between themselves, pursuant to the
authorization contained in Section 895.4 and 895.6 of said Code, will each assume the
full liability imposed upon it, or any of its officers, agents or employees by law for
injury caused by negligent or wrongful act or omission occurring in the performance
of this Memorandum of Understanding to the same extent that such liability would be
imposed in the absence of Section 895.2 of said Code. To achieve the above stated
purpose, each party indemnifies and holds harmless the other parties for any loss, cost
or expense that may be imposed upon such other party solely by virtue of Section 895.2
17. Modification. This Memorandum of Understanding constitutes the entire agreement
between the parties and supersedes any previous agreements, oral or written. This
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Memorandum of Understanding may be modified only by subsequent mutual written
agreement executed by all of the parties.
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Waiver. All waivers of the provisions of this Memorandum of Understanding must be
in writing by the appropriate authorities of each of the CITIES and COUNTIES.
19.
California Law. This Memorandum of Understanding shall be construed in accordance
with the laws of the State of California. Any action commenced about this
Memorandum of Understanding shall be filed in the central branch of the Santa Clara
Superior Court.
20.
Interpretation. This Memorandum of Understanding shall be interpreted as though
prepared by all of the parties.
21.
Preservation of Agreement. Should any prO'/lSlon of this Memorandum of
Understanding be found invalid or unenforceable, the decision shall affect only the
provision interpreted, and all remaining provisions shall remain enforceable.
IN WITNESS THEREOF, these parties have executed this Memorandum of
Understanding on the day and year shown below.
CITY OF MORGAN HILL
CITY OF GILROY
City Manager
Date:
City Administrator
Date:
Attest:
City Clerk
Date:
City Clerk
Date:
Approved as to form:
Approved as to form:
City Attorney
Date:
City Attorney
Date:
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CITY OF HOLLISTER
City Manager
Date:
Attest:
City Clerk
Date:
Approved as to form:
City Attorney
Date:
COUNTY OF SANTA CLARA
Date:
Attest:
Date:
Approved as to form:
Date:
c :wp5I \94ad\cabletv\mou4.dft
11/30/94
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CITY OF SAN JUAN BAUTISTA
City Manager
Date:
Attest:
City Clerk
Date:
Approved as to form:
City Attorney
Date:
COUNTY OF SAN BENITO
Date:
Date:
Date:
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