HomeMy WebLinkAbout2007-185ORDINANCE NO. APO'-ISb
AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR THE
PURCHASE OF EDUCATIONAL COMMERCIAL AIRTIME FOR DENTON
MUNICIPAL ELECTRIC, AVAILABLE FROM ONLY ONE SOURCE IN
ACCORDANCE WITH THE STATE LAW EXEMPTING SUCH PURCHASES FROM
REQUIREMENTS OF COMPETITIVE BIDS; AND PROVIDING AN EFFECTIVE
DATE (FILE 3849-PURCHASE OF EDUCATIONAL COMMERCIAL AIRTIME FOR
DENTON MUNICIPAL ELECTRIC AWARDED TO TIME WARNER CABLE
MEDIA SALES IN AN AMOUNT NOT TO EXCEED $33,488).
WHEREAS, Section 252.022 of the Local Government Code provides that
procurement of items that are only available from one source, including; items that are
only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility
purchases; captive replacement parts or components for equipment; and library materials
for a public library that are available only from the persons holding exclusive distribution
rights to the materials; need not be submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items
mentioned in the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as
described in the "File" listed hereon, and on file in the office of the Purchasing Agent, as
well as the license terns attached, are hereby approved:
FILE ,
NUMBER VENDOR AMOUNT
3849 Time Warner Cable Media Sales $33,488
SECTION 2. The acceptance and approval of the above items shall not
constitute a contract between the City and the person submitting the quotation for such
items until such person shall comply with all requirements specified by the Purchasing
Department.
SECTION 3. The City Manager is hereby authorized to execute any contracts
relating to the items specified in Section I; and the expenditure of funds pursuant to said
contracts is hereby authorized.
SECTION 4. This ordinance shall become effective immediately upon its
passage and approval.
PASSED AND APPROVED this the day of �, 2007.
PE R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
C /ill 111 / 1 //1, 10// /
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY: /
4-OI2U- e 3859
I ne icily or uenton, taxes, a I exas Municipal corporation comracting lot the cablecast or commercial announcements covered by Ints contract
("Announcements"/VVork Order') (subject to Section 8 below, "ADVERTISER") and the cable system(s) referred to on the face of this contract (°SYSTEM")
1. BILLING AND PAYMENTS
(a) SYSTEM will bin ADVERTISER on a monthly basis,
unless otherwise provided on the face of this Work Order.
(b) ADVERTISER shag pay each invoice in fun within
twenty days after receipt.
(c) Upon request of ADVERTISER, affidavits of
performance will be furnished by SYSTEM, but the
furnishing of such affidavits shall not serve as a condition
precedent to Advertisers obligation to timely pay any
Invoice rendered by SYSTEM hereunder.
(d) Other remedies for non-payment notwithstanding, 3 any
amounts payable to SYSTEM hereunder are not received
on or before the tenth day after such amount was due,
then a late payment charge equal to 12% per month of
such past due amount (or if such amount exceeds the
maximum permitted under applicable lax, then such
maximum amount) shall become due and payable by
ADVERTISER to SYSTEM in addition to such amounts
owed hereunder, until all amounts am paid in fun.
2. CANCELLATIONS
Without limitation of any of the parties' other this
hereunder.
(a) All cancellations must be in writing.
(b) Announcements of sixty seconds or less in duration
may be canceled by SYSTEM or ADVERTISER upon
fourteen days prior notice, but no such cancellation shan
be effective until fourteen days after initial start date
hereunder unless otherwise sated on face of Work Order.
(c) Announcements more than s dy seconds In duration
may be canceled by SYSTEM or ADVERTISER upon
twenty-eight days prior notice but no such cancellations
shall be effective until twentyeght days after initial start
date hereunder unless otherwise stated on face of Work
Order.
(d) If ADVERTISER canals all or any portion of this Work
Order, all discounts as void and earned rates on the rate
card then m effect shall apply. If SYSTEM cancels the
Work Order and ADVERTISER is not then in breach
hereunder, then ADVERTISER shall have the benefit of
the same discounts, which it would have eamed, had t
been allowed to complete the Work Order.
3. EFFECT OF BREACH
(a) If ADVERTISER materially breaches this Work Order,
including without limitation a failure to pay any sum when
due, then SYSTEM may terminate this Work Order and
any and all dghs of ADVERTISER hereunder upon notice
to ADVERTISER, but such termination shag not in any way
release any party from its obligation to pay In full all
amounts due hereunder. Upon any such cancellation, ad
amounts due to SYSTEM hereunder and not pail shall
become Immediately due and payable.
(b) If SYSTEM materally breaches this Work Order, then
ADVERTISER may ancel this Work Order upon written
notice to SYSTEM, unless SYSTEM has cured or is
diligently proceeding to cure such breach.
4. FAILURE TO CABLECAST; SUBSTITUTIONS;
DELAYS
(a) If for any reason, SYSTEM fails to cablecast all or any
potion of any Announcement at any stipulated time,
SYSTEM may make the cablecast at a subsequent time in
the same or comparable class of airtime or, alternatively,
may provide a corresponding credit forsubsequent
advertising time.
(b) SYSTEM shall have the right to substitute for any
Announcement to be cablecast hereunder, any matter
which in SYSTEM'S sole discretion is deemed to be of
greater local or national interest or importance, including
without limitation sporting events. In any case. SYSTEM
wit notify ADVERTISED in advance or within a reasonable
lime after the substitution, and the provisions of Paregmph
4(a) shag apply.
(c) Announcements scheduled in programs following other
orcorams that run bevond their nomnalN scheduled time.
such as feature films, sports or special programming of
any kind, or Announcements scheduled in programs
which am intenupted for any reason, will be
automatically scheduled within the delayed or interrupted
program without prior notice to ADVERTISER and win be
billed at the rate as lf the other program had concluded
at its normal time or there was no interruption.
(it) The remedies set fold in this Section 4 shall be the
sole antl exclusive remedies of ADVERTISER for any
faium by SYSTEM to perform any obligation hereunder
to abeast any Announcement on behalf of
ADVERTISER.
5. RATES AND CHARGES
(a) SYSTEM reserves the right to increase rates at any
time without prior notice, but no such increases shall be
applied to ablecests under this Work Order until sixty,
days after notification to ADVERTISER. ..
(b) ADVERTISER nay contract for ablecasts of
Announcements of various lengths subject to System's
published rate card and only with prior SYSTEM
approval.
(c) AN expense connected with the delivery of
Announcements to SYSTEM, and with realm there from,
if return s directed on the face of this Work Order, shell
be paid by ADVERTISER.
6. PROVISION OF MATERIAL
(a) ADVERTISER shall furnish or cause to be furnished
all Announcement material.
(b) SYSTEM will use commercially reasonable efforts to
advise ADVERTISER R ADVERTISER-fumshed
Announcements and scheduling insbuctions do not
arrive 48 hours In advance of the scheduled abtecast
date. N such Announcements and instructions do not
arrive at the SYSTEM within 24 hours before the
cablecast date, SYSTEM may bill ADVERTISER for the
time reserved. SYSTEM will use commercially
reasonable efforts to cablecast Announcements despite
late receipt thereof.
(c) This Work Order does not obligate SYSTEM to
cablecam any Announcements in any manner not
consistent with the policies and practices of SYSTEM
and is affiliates. All Announcements are subject to the
prior approval of SYSTEM, and SYSTEM in its able
discretion may, without restriction or lab ity, refuse to
ablecast any Announcement for any reason. If
SYSTEM should so refuse to aDlecast any
Announcement, SYSTEM will use commercially
reasonable efforts to so notify ADVERTISER and unless
ADVERTISER fumishes or causes to be furnished
satisfactory material by 24 hours In advance of
abreast, SYSTEM may bill ADVERTISER for the time
reserved.
(it) SYSTEM shall not be liable for any loss or damage to
any Announcement materm or other property furnished
to 8 hereunder.
7. INDEMNIFICATION
(a) ADVERTISER shall indemnhfy and hold SYSTEM
and its employees, agents and affiliates harmless from
and against any and all lability (including without
limitation ass and reasonable attorneys fees) resulting
from the cablecast of any Announcement or other
material provided by or on behalf of ADVERTISER.
(b) The provisions of Paragraph 7(a) above shall survive
any cancellation or termination of this contract and shag
be governed by the laws of the Sate of Texas.
8. ADVERTISERIAGENCYISERVICE
(a) If ADVERTISER Is an agency acting on behalf of an
advertiser for which advertising is paced pursuant to this
Work Order, then such agency hereby represents and
warrants that it has the authority from such advertiser to
enter into this Work Order and to otherwise act as such
advertisers agent for all purposes hereof. If
ADVERTISER is a time -buying service acting on
behalf of an agency and an advertiser for which
advertising Is placed pursuant to this Work Order, then
such time -buying service likewise represents and
warrants that it has tree authority from such agency and
such advertiser to enter into this Work Order and to
otherwise ad as agent for such agency and advertiser
for an purposes hereof.
(b) Notwithstanding anything in this Work Order to the
contrary (or the party to which any invoice may be
rendered hereunder):
i. if ADVERTISER is an agency acting on behalf of an
advertiser for which advertising is placed pursuant to this
Work Order, then all obligations of ADVERTISER under
this Work Order, IndudI g without Imitation the
obligations of ADVERTISER pursuant to Sections 1, 5
and 7 above, shag be the joint and several obligations of
such agency and such advertiser, and
ii, lf ADVERTISER is a tine -buying service acting on
behalf of an agency and an adverfserfor which
advertising Is placed pursuant to this Work Order, then
all obligations of ADVERTISER under this Work Order,
including without limitation the obligations of
ADVERTISER pursuant to Sections 1, 5 and 7 above,
shag be the joint and several obligations of such erne•
buying service, agency and advertiser.
(c) Payment by an advertiser to is agency or time --
buying service, as the case may be. or payment by an
agency to a time -buying service, shall not constitute
payment to SYSTEM.
9. GENERAL
(a) This Agreement Is subject to the terms and
conditions of licenses held by SYSTEM, and to all
federal, sale and municipal laws and regulations now, in
force or hereafter enacted, Including without litigation
the des, regulations, orders, decisions and policies of
the Federal Comm rnlalfons Commission.
(b) Delivery to SYSTEM by or on behalf of
ADVERTISER of any Announcement to be cablecast by
System shall constitute acceptance by ADVERTISER of
these Terms and Conditions.
(c) SYSTEM shall not be obligated to make any
cablecast regarding any product or service other than
those specified on the ace hereof.
(d) This Work Order is not exclusive and SYSTEM
remains tree to solicit and to cablecast during any
program or advne materials of other advertisers whether
or not such advedlses as in competition with the
business, products or services of ADVERTISER.
(a) Nether this Work Order norany Nine under It may
be assigned or transferred without the priorwriften
consent of SYSTEM; nor may SYSTEM be required to
cablecast hereunder for the benefit of any ADVERTISER
other than the one named on the face of this Work Order
(or, where ADVERTISER is an agency or time -buying
service, the advertiser listed on the lace hereof). Failure
of SYSTEM or ADVERTISER to enforce any of the r
provisions herein shall not be construed as a general
relinquishment or waiver as to that starry other
provision.
(g This contract contains the entire agreement between
the parties mini to the subject meter hereof. and no
change or modification of any of its tams and provisions
shag be effective unless made In writing and *tied by „
both parties. These Terns and Conditions shall be : g
deemed Incorporated into and made a pad of each Work
Orderfor the cablemat of Arvrouncerrens by SYSTEM.
Any tens appearing in any order for the cablecast of
Annoucemens, or in any acknowledgment or
acceptance of this contract, which differ from or are in
addition to the arms of this contract, Shan be void.
(g) This contract shall begovemed and construed in ,.
accordance with the laws of the Sate of Texas; venue:,
shad lie exclusively In Denton County, Texas.
SIGNATUAC WNEWOFFICER TITLE AND COMPANY DATE
S G are'�� Cable M d $ TITLE
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DATE