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p-2006-306 wo"S~~Y ~~o UNT1~ ~~Np8EXPIRES CLERK `F C RU Qy o: PRCs C~ c•~pxms) COMMUNITY TELEVISION AGREEMENT This Agreement is made by and between CCN CA, LLC, a California limited liability company (hereinafter "CCN"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California.(hereinafter "City"). RECITALS WHEREAS, as set forth herein, CCN shall provide CTV (as hereinafter defined) and the related equipment in order that City may communicate with its community through the CTV system; WHEREAS, CCN will supply, install and maintain equipment (hereinafter "System") in each of the various venues listed in Schedule B (hereinafter "Venues"); WHEREAS, CCN will supply program content as set forth below (hereinafter "Content"), manage the broadcast and content scheduling, and provide all support services which aze necessary for the operation of the System. The content will be played back on a continuous loop at all published operating times of the Venues. NOW THEREFORE, in consideration of the covenants and agreements provided herein, and further good and valuable consideration, the sufficiency and adequacy of which is hereby acknowledged, the parties hereby agree as follows: 1. Definitions. 1.1 "CTV" shall mean that certain closed circuit video system to be built, operated and maintained in accordance with this Agreement. 1.2 "Services" shall be defined and include CCN's installation, maintenance of the System (defined below), and the ongoing production of CTV Content (defined below), throughout all Venues specified in Schedule B. 1.3 "System" shall mean all hardware and software set forth in detail in Schedule "C". CCN shall retain all rights to the softwaze and is only providing a license to the City to use the software in conjunction with the System during the term of this Agreement. 1.4 "Term" shall mean an Initial Term of three years beginning on the first day of the first calendar month following the "Launch Event", plus up to three one-year optional extensions in favor of the City as set forth in 12.1. If the City exercises one or more if its options, the Term shall be deemed to include such additional yeazs, 2. Scope of Services. 2.1 CCN shall provide to City the following services: