2007-185ORDINANCE NO. o~OD7-~~b
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 teens attached, are hereby approved:
FILE ,
NUMBER VENDOR AMOUNT
3849 Time Wamer 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 l; 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 (t, , 2007.
-~~~
PE R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ~~~,~iK.f IiYC//UC ~L~f~l ~~ _L~l,
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY: ~ /
a-olio- r Sass
I tie coy or uemon, r axes, a I axes Munrupal corporation wmraermg nor the caolecast or oommerpal announcements wverec by tors contract
("Announcements"/V11ork Ordel') (subjed to Secticn 8 below, "ADVERTISER') and the cable system(s) referred to on the face of this comract (°SYSTEM"J
1. BILLING AND PAYMENTS
(a) SYSTEM well biA ADVERTISER on a monthly basis,
uNess Otherwise provided on the lace of this Work ONer.
(6) ADVERTISER shag pay each invoice in fufi wiMln
twenty tlays after receipt.
(c) Upon request al ADVERTISER, eKdavgs of
pedormance will be famished by SYSTEM, but the
famishing olsuch atfdavits shall not serve as a cendlion
precedent to Advertisefs obligation to timely Day any
Invoice rendered by SYSTEM hereunder.
(d) Other remedies for non-payment notv+dhslantling, A any
amounts payable to SYSTEM hereunderare rat received
on or before the tenth day after such amount was due,
then a late payment charye equal to 12% per month of
such past due amount (or ii such amount exceeds the
maximum permitted under applice6le lax, then such
maximum amount) shall become due and payable by
ADVERTISER (o SYSTEM in addition N such amounts
awed hereunder, until all amount are paid in fuA.
2. CANCELLATIONS
Without lunitatan of any of the parties' other lght
hereunder.
(a) All cancellatons must be In wilting.
(b) Announcements of sixty seconds a less in durafkon
may be canceled by SYSTEM or ADVERTISER upon
fourteen days pdor notice, but no such cancebation shaA
be effective until fourteen days after Initial start date
hereunder unless otherxise slated on Lace Of Wodc Order.
(c) Announcements more than sary seconds In duration
maybe canceled by SYSTEM or ADVERTISER upon
lwenryeighl days poor notice but ra such cancellations
shall be effective antl Mrenry~ght days after inAial start
date hereunder unless othemrise stated on face of Work
Omer.
(tl) If ADVERTISER cancels all or any potion of this Work
Omer, all discounts an: void and earned rates on the rate
cam Ihen m e8ect shaft appy. It SYSTEM cenceis the
Work Orderantl ADVERTISER is not Men in breach
hereunder, then ADVERTISER shall have the benefit of
the same tlisceunts, which 1 would have mined, had a
been allowed to complete the Work Omer.
3. EFFECT OF BREACH
(a) If ADVERTISER materially breaches this Work Omer,
including wihout limtation a faNrre to pay any sum when
due, Men SYSTEM may tartninale Mis Work Omer antl
any end all right of ADVERTISER hereunder upon Mtlce
to ADVERTISER, but such termination shaA not in any way
release any party from it Ohlgadon to pay In tug ell
amounts sue hereurltler. Upon any such canceltlion, as
amount Oue to SYSTEM hereunder and not pakl shall
become bnmediatety due and payable.
(b) If SYSTEM malerally breacMs this Work Omer, Men
ADVERTISER may cancel Mks Work Omer upon wl8en
noAce to SYSTEM, unless SYSTEM has cured or is
diligmdy proceeding to cure such breach.
4. FAft.URE TO CABLECAST; SU65TITUTIONS;
DELAYS
(a) If for any reason, SYSTEM fats to cablecast all Or any
potion of any Announcement at any stipdated time,
SYSTEM may make the cehlecast at a subsequent time in
the same orcompareble class of airtime or, alternatively,
may provide a corresponding credit forsuhsequent
advertising tlme.
(b) SYSTEM shall have the lght ro substrate for any
Announcement to be ceblecest hereunder, any mailer
which in SYSTEM'S sole discretion is deemed to 6e of
greater local or national interest or importance, including
wHhout limitation sporting event. In any rose, SYSTEM
roil hotly ADVERTISER in advance orwimin a reasonable
time after the subsliutbn, and the provisions of Paregreph
4(a) shag apply.
(c) Announcement scheduled in programs following other
oroarams Mat run beyond their nornaM scheduled time.
such as feature Alms, sports or special gogmmming of
any kind, orMnouncement scheduled h programs
which am intnupted for any reason, wN be
automatically scheduled wflNn Ma delayed or imermpled
program wAhout prior notice t ADVERTISER and wN be
billed at Me rete as 8 Me other program had cenduded
aI It mOmal lime Or there was IIO intmupAOn.
(d) The remedies set foM in Mls Section 4 shall be Me
sae antl ezdusNe remedies of ADVERTISER for arty
(alum 6y SYSTEM to perform any obligatbn hereunder
to ceblecast any Announcement on behalrof
ADVERTISER.
5. RATES AND CHARGES
(a) SYSTEM reserves the rght to increase rates at any
time wihout pdor notice, but no such increases shall be
applied to cablecest under Mr Work Omer anti suit'
tlays after notification to ADVERTISER. ..
(b) ADVERTISER nay coNrzct for ceblecasls of
AnnouncemeNS of varbus lergtlr subjed [o System's
pudished rate ceN and Dory with poor SYSTEM
approval.
(c) AA expense connected wiM the delivery Of
Annpmcement to SYSTEM, and with realm there hom,
if return is directed m the face of this Work Omer, shell
be paid by ADVERTISER.
B. PROVISION OF MATERIAL
(a) ADVERTISER shall famish or rouse to be fumrhetl
all Announcement material.
(b) SYSTEM will use commerolally reasonable efforts to
advise ADVERTISER RADVERTISER-famished
Announcements antl scheduling insbuctions do not
arrive 48 hours h advance of the scheduled ceblecast
date. Asuch Annouraement ant irrWdhns tlo not
artive at the SYSTEM within 24 hours before the
rablecest tlat, SYSTEM may bIA ADVERTISER forihe
time reserved. SYSTEM roll use cemmerdally
reasonable efforts to ceblecast Announcements despie
late receipt thereof.
(c) This Work Order does not obligate SYSTEM m
cablecast any Announcement in any manner not
consistent with Me Dolicies and procbces of SYSTEM
and it aRiiates. All Announcement are subjed to the
poor approval of SYSTEM, and SYSTEM h it sae
disceton may, without resuitlion or IiabAiy, refuse to
cablecest any Anmuncemmt forarry reason. If
SYSTEM shoWtl so refine to ceDlecest any
Announrsmenl, SYSTEM roll use commercalty
reasonable efforts to so hotly ADVERTISER and uNess
ADVERTISER tarnishes or causes ro be fumishe0
salksfadory material by 24 hours h advance of
cableced, SYSTEM may bill ADVERTISER br the time
reserved.
(d) SYSTEM shall rot 6e liable for any loss or damage to
any Announcement matelot d other progeny tarnished
to d hereunder.
T. INDEMNIFH;ATN)N -,
(a) ADVERTISER shat indemnify and hold SYSTEM
antl it employees, agent and affiliates harmless from
and agahit any and eA liability (includ'mg without
Iknitatgn cest and reasonable attorneys lees) resrdling
from the ceblecest of any Announcement or other
material provided by or on behalf of ADVERTISER.
(b) The provisions of Paregreph 7(a) above shall survive
any cencellatbn artermhation of this contact and shall
be governed 6t' dw laws of the State of Texas.
8. ADVERTISERIAGENCYISERVICE
(a) If ADVERTISER Is an agency acting on beha8 0l an
advertiser lorwhich adveniskg is placed Wrsuant to Mu
Work Order, Ihen such agency hereby represent and
warrant Nat A has the authority from such advertiser m
enter into this Work ONer and to otherwise act as Such
atlvemsers agen[forall purposes hereof. If
ADVERTISER is atime-buying service acting on
behaA of an agency and an advertiser brwhich
atlverttlrg r placed pursuant to Mt Work Omer, then
such 6me-0uylrg service Iikawlse represents aM
wanant flat R has lla auBarly from such agency and
suU advertiser to enter into this Work Omer aM to
otherwise ad as agent for such agenuy and advertiser
foraA purposes hereof.
(b) NoMdthstantling anything in lht Work Omer to Me
wnbary (or the party ro whkh any invoice maybe
rendered hereuMery:
i. i ADVERTISER ¢ an agency acffig on befall of an
advertisertorwfrbh atlveNSing tplaced pursuant to Mis
Work ONer, Men aA obfgatbns of ADVERTISER under
Nis Work Omer, IndW kg without fimAalion Me
obligetlons of ADVERTISER pursuard to Sedans 7, 5
and 7 above, shaA be the joht and sevarel obligatioro of
such agenq and such advertiser, and
ii. A ADVERTISER is a tine-0uyilrlg servce acdrg on
bahaA Of an agenq aM en advenseriorwhkh
advertising t placed pursuant ro M's Work ONer, then
all obligations of ADVERTISER under this Work DNBr,
kldudng wlMout IknitBOn the obllgatlom of
ADVERTISER pursuant to Sections 1, 5 and 7 stave,
shaA be Me Joint and several obligatbrt of such bme•
6uyhg servce, agenq antl advertiser.
(c) Payment by an advelser to is agency or Wye--
buying service, as Me case may be. or payment by an
agency to a fine-0uykg service, shall not censtiute'
payment to SYSTEM.
9. GENERAL
(a) This Agreement t subjed to the terms ant
cerMiaore of licenses bent by SYSTEM, and M ao
federal, state and munidpal laws antl regulatbm now in
force or hereafter enacted, Ind W ing wlMOUt limiation
da Mes, reguttians, orders, decisions and polkAes of
the Federel Communkalioris Comnlsslon.
(b) Delivery (o SYSTEM Dy or on behalf of
ADVERTISER of any Annouraement to be cebkcest _by
System shaA oonsliute acceptarae by ADVERTISER of
Mesa Terms arM CordAbns.
(c) SYSTEM shall nil be obigalad to make airy „~
cedecest regamirg any product or service other than
Mou specified on the face hereof.
(O) This Work ONer t not exdusNe and SYSTEM ~~
remains bee k sdicit and to ceblerad tltpkg arty ,,
program or a'vtine matelot of oMer advertisers whetAer
or not such adverdsere are in competition wiM Da
business, produW or servkxs of ADVERTISER.
(e) Nether this Work Omer rorarry dgtAs urckr Il may
be assigned or iranslemed without the prurwltlen "~
torrent of SYSTEM; nor may SYSTEM be regaled to
cablecast hereunder for the benePo of any ADVERTISER
otherMan Me aria named on the face ol8ds Work Order
(w, where ADVERTISER'r anagency ortlme-buying
service, Me advertiser fisted on Me lace hereof). Faiure
of SYSTEM or ADVERTISER to enforce any of Me r
prwisloro herein shat not be censtmetl as a general.
relhquishmenl or waiver as to that anent' other
provtbn.
(Q This contract contains the mike agreenxrN between
the parses relating to tie subjed maser hereo4 ant na
dirge or modifaatim of any of it reran and provisiore
shaA be effective unless made qi wntlng end signed by „
both parties. Those Temt and Cond'rtbm shall be .~a
deemed'nceryoreted hto and made a pad of each Work
Omertor the cabledst of Amauncement by SYSTEM.
Any terms appeanrg In any Omer for Ua ceblacast oF,•.
AnnouaemeNS, or in arty acknowledgment or
acceptarae of this contract, whkh diner from orare in ~,
addition to Ua terms of Mis centred, shoo be void.
(g)This centred shall be governed and censured in ,.
aceomance wIM the laws of the Sbte of Texas; venue:.
shad lie exdusivety In Denton County, Texas.
SIGNATUAC WNER/OFFICER TITLE AND COMPANY DATE
-~~ ~~,.. I ~ /l~io~
S-~~N~f''Cv-T rl~l~ Cbl Md $ ~ T~Ef(,C~!)r 'tt ~/T'A /1~P X
,/ DATE