19-2174S:\Legal\CC\Public Affairs�PEG Grant ord UNT - NTTV.doc
o�nvaNCE No. 19-2174
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE SERVICE
AGREEMENTS RELATED TO PUBLIC, EDUCATION, AND GOVERNMENT (PEG)
GRANTS WITH THE UNIVERSITY OF NORTH TEXAS FOR ITS NTTV PEG CHANNEL;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN
EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to execute an
agreement between the City of Denton and The University of North Texas for its TV channel.
The agreement for the channel NTTV at UNT, a copy of which is attached hereto, is
incorporated herein and made a part hereof.
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval. WWW�
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Chris Watts, Mayor:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Abstain Absent
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PASSED AND APPROVED this the ;��"'�` �� da of � ���" " � ' �� � °�
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ATTEST:
ROSA RIOS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
:
FY2Q18-19 SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
NORTH TEXAS TELEVISION — NTTV
This Agreement is hereby entered into by and between the City of Denton, Texas, a Home
Rule Municipal Corporation, hereinafter referred to as "City", and University of North Texas, iTNT
- NTTV, hereinafter referred to as "Organization":
WHEREAS, City has determined that the proposal for services rr�erits assistance and can
provide needed services to citizens of City; and
WHEREAS, this Agi�eement serves a valid nnunicipa] and public purpose and is in the public
interest as it will assist lacal non-profit agencies, schoals, hospitals, and public sa�ety organizations
within the City, among other things;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
����������i����� ����.� in a������t����ary and proper manner perform the fallowing tasks, for
whi�� �h.� �x���i�� �rcav�c�ed by �,���� t���y be used:
The funds being provided shall be usad by Organization to assist with the costs of capital
equipment related to providing Public, Educatio:nal and Government cable television services
within the City of Denton in accordance with Federal Communications Commission (FCC)
regulations.
II. ���I��f:a.�°�"[_�?T�G� C�)�' ���!�'"a�����w,'T����
In consideration oithe receipt of funds from City, Organization agrees to the following tertns
and conditions.
A. Ten Thousand Dollars and no/100 ($10,000.00) shall be paid to Organization by City to
be utilized for the purposes set forth in Article I.
B. Organization will maintain adequate records to establish that the City funds are used for
the purposes autl�onized by tlais A.greement.
C. Organization will permit authorized officials of City to review applicable records at a
mutuaily agreed upon date and time.
D. Organization will provide full-backup documentation for expenditures, invoices, and
canceled checks to City by the end of the current ixscal year, September 30,
E. Organization will appoint a representative who will be available to meet with City
officials when requested.
III. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by Organization within the
following time frame:
The te:rm o�f tlxis Agreement shall commence on the effective date and terminate at end af
the current fiscal year, untess the contract is sooner terminated under Section VII "Suspension or
Termination".
IV. PAYMENTS
A, PAXMENTS TO ORGANIZATION. City shall pay to Organization the sum specified in
Article II after the effective date of this Agreement.
B. EXCESS PAYMENT, Organization shall refund to City within ten (10) working days of
City's request, any sum of money which has been paid by City and which City at any time thereafter
determines:
]) has resuited in overpayment to Organization; or
2) has not been spent strietly in accordance with the terms of this Agreement; or
3) is not supported by adequate documentation to fully justify the expenditure.
V. EVALUATION
Organization agrees to provide City the folIowing data and reports, or copies thereof:
A. All appIicable external or internal audits. ,Organization shall subrnit a copy of the annual
independent audit to City within ten (10) days of receipt.
B. AlI applicable external or internal evaluation reports.
C. An expIanatian of any major changes in program services.
D. To comply with this section, Organization agrees to maintain r�cords that will provide
accurate, current, separate, and complete disclosure of the status of funds received and the services
performed under this Agreement. The xecord system of Organizatioza shall coz�tain sufficient
documentation to provide in detail full support and justification for each expenditure.
Organization agrees to retain all books, records, documents, reports, and written accountin�
procedures pertai.ning to the services provided and expenditure of funds under this Agreement for
five yeaxs.
Page 2 of b
E. Nothing in the above subsections shall be construed to relieve Organization of
responsibility for retaining accurate and cunrent records that clearly reflect the level and benefit of
services provided under this Agreement.
VI. TERMINATION
The City may terminate this Agreement for cause if Organization violates any covenants,
agreements, or guarantees of this Agreement, the Organization's insolvency or filing of
bankruptcy, dissolution, or receivership, or the Organization's violation af any law or reguIation
to which it is bound under the terms of this Agreernent. The City may terminate this Agreement
for other reasons not specificalfy enumerated in this paragraph.
VII I:��CD.�i, C����(.���"l`�.J`6��'J"� ��D COMPLIANCE WITH LAWS
A. Organization shall comply with a11 applicable eqexal employment opportunity and
affirmative action laws or regulations,
B. Organiza#ion will fiarnish all information and reports requested by City, and will permit
access to its books, records, and accounts for purposes of investigation to ascertain compliance
with local, State and Federal rules and regulations.
C. In the event of non-compliance by Organization with the non-discrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in pai�, and
Organization may be barred from further contracts with City.
VIII, REPRESENTATYONS
Organization represents:
A. All information, reports and data heretofore or hereafter requested by City and
furnished to City, are complete and accurate as of the date shown on the information, data, or
report, and, since that date, have not undergone any significant change without written notice to
City.
B. Any supporting financial statements heretofore furnished to City, are complete,
accurate and fairly reflect the financial conditions of Organization on the date shown on said report,
and the results of the operation for the period covered by the report, and that since said data, there
has been no material change, adverse or otherwise, in the financial condition of organization.
C. No litigation or legal proceedings that would adversely affect Organizations
obligations under this Agreement axe presently pending or threatened against Organization.
D. None of the provisions herein co�i�•��r���s or is in conflict with the authority under
which organization is doing business or with the pxovisions of atay existin� indenture or agreement
of organization.
Fage 3 of 6
E. Organization has the power to enter into this Agreement and accept payments
hereunder, and has taken alI necessary action to authorize such acceptance under the terms and
conditions of this Agreement.
F. None of the assets of Organization are subject to any lien or encumbrance of any
cha�racter, except for current taxes not delinquent, except as shown in the financial statements
furnished by Organization to City.
Each of these representations and warranties shall be continuing and shall be deemed to
have been repeated by the submission of each request for payment.
IX. CHANGES AND AMENDMENTS
A. Any alt����t��ns, additions, or deletions to the terms of this Agreement shall be by
wxitten amendment executed by both parties, except when the terms of this Agreement expressly
provide that another method shall be used.
B. It is understood and agreed by the parties hereto that changes in the State, Federal
or local laws or regulations pursuant hereto may occur during the term of this Agreetx�ent, Any
such modificatians are to be automatically incorporated into this Agreement without written
amendment hereto, and shall become a part of the Agreement on the effeotive date specified by
the law or regulatian.
X. ����i������"�"���
To the extent authorized by law, the Organization agrees to indemnify, hold harrriless, and
defend the City, its officers, agents, and employees from and against any and all claims or suits for
injuries, damage, Ioss, or liability of whatever kind or character, arising out of or in connection with
the perfomnance by the Organization or those services contemplated by this Agreement, including all
such claims or causes of action based upon common, constitutional or statutoxy law, or based, in
whole or in part, upon allegations of negligent or intentional acts of organization, its officers,
employees, agents, subcontractors, licensees and invitees.
XI. CONFLICT OF INTEREST
A, Organization covenants that neither it nox any znember of i#s governing body presently
has any interest, direct or indirect, which wauld conflict in any manner or degree with the
performance of services required to be performed under this Agreement. Organization further
Page 4 of 6
covenants that in the performance of this Agreement, no person having such interest shall be
employed or appointed as a member of its governing body.
B. Organization further covenants that no memher of its governing body or its staff,
subcontractors or employees shall possess any interest in or use his/tier position for a purpose that
is or gives the appearance of being motivated by desire for private gain for himself/herself, or
others; particularly th�ose with rn+hich he/she has family, business, or other ties.
C. No officer, member, or employee of City and no member of its governing body who
exercises any function or responsibilities in the review or approval of the undertaking or carrying
out oFthis Agreement shalI participate in any decision relat'vng to the Agreement which affects his
personal interest or the interest in any corporation, partnership, or association in which he has
direct or indirect interest.
XIT. NOTICE
Any notice or other written instrument required or permitted to be delivered under the terms
of this Agreement shall be deemed to have been delivered, whether actually received or not, when
deposited in the United States mail, postage prepaid, registered or certified, retum receipt
requested, or via hand-delivery or facsimile, addressed to Organization or City, as the case may
be, at the following addresses:
ORGAIVIZATION
University of North Texas — NTTV
North Texas Television
Phyllis Slocum
1155 Union Circle #310589
Denton, TX 76203-5017
Telephone (940) 565-2565
CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney Street
Denton, Texas 76201
Telephone (940) 349-8307
Either party may change its mailing address by sending notice of change of address to the
other at the above address by certified mail, return receipt requested.
MISCELLANEOUS
I. �...........
A. Organization shall not transfer, pledge or otherwise assign this Agreement or any
interest therein, or any claim arising thereunder to any party or parties, bank, trust company or
other financial institution without the prior written approval oi City.
B. If any provision of tkus Agreement is held to be invalid, illegal, or unenforceable,
the remaining provisions shall remain in full force and effect and continue to conform to the
original intent of both parties hereto.
C. In no event shall any payment to Orgariizatian hereunder, or any other act or failure
of City to insist in any one or more instances upon the terms and conditions of this Agreement
constitute or be construed in any way to be a waiver by City of any breach of covenant or default
which may then or subsequently be comznitted by Organization. Neither shall such paym�nt, act,
or omission in any manner irxi.pair or prejudice any right, power, privilege, or remedy available to
Page 5 of 6
City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always
specifically preserved. No representative or agent of City may waive the effect of this provision.
D, This Agreement, together with referenced exhibits and attachments, constitutes the
entire agreement between the parties hereto, and any prior agreement, assertion, statement,
understanding, or other commitment occurring during the term of this agreement, or subsequent
thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if
appropriate, recorded as an amendment of this Agreement.
E. This Agreement shall be interpreted in accordance .with the laws of the State of
Texas and venue of any litigation concerning this Agreement shall be in a court of competent
jurisdiction sitting in Denton County, Texas.
IN WITNES� �"������`�� ���� �a���i�.� c�� �����9�� ��L�� 1���i� signatures and enter into this
Agreement as of the ����� .�':���^ t�� �"�.������'��'�����'�`�__..� ;��til'�, �
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ATTEST: �, ��'��"�°�>���a�����
ROSA RIOS, CITY SECRETARY ;"�' �` °< < '�� �'� , �°',�
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CITY ��C��"���.G�����°��°,� "�. �` �,��ra,�� ����,.�� -
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ORGANIZATION University of North Texas
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Page 6 of 6
Bob Brown
5enior Vice President
for Finance & Administratlon