HomeMy WebLinkAbout11- Agreement to sell, manufacture, install, maintain and display advertising in Bridger Park Parking GarageIli 110AI no 1 =Lea
This Agreement to sell, manufacture, install and maintain dis 1; advertising in Bridger Park
Downtown Parking Garage ("Agreement") is effective the Vday 0 2"
between the City of Bozeman ("City"), a self-governing municipal government rg ized and
existing under the laws of the State of Montana, with its primary office located 12 1 North
Rouse Avenue, Bozeman, MT 59715 and Color World of Montana Inc ("Color World"), a
company organized and existing under the laws of the State of Montana with its primary office
located at 201 East Mendenhall Street, Bozeman, MT 59715.
WHEREAS, City of Bozeman Ordinance No. 1797 and Chapter 3.28, Bozeman
Municipal Code (BMC) states advertisements are allowed on City-owned property; and
WHEREAS, City of Bozeman Ordinance No. 1797 and Chapter 3.28, BMC, states City
may enter into a contract of up to three years with a private vendor for the purpose of an
advertisement program; and
WHEREAS Color World desires to sell, manufacture, install and maintain display
advertising (the "Equipment ") on the property of City, the location described as Bridger Park
Downtown, located at 26 East Mendenhall Street; and
WHEREAS City agrees to such installation, operation and maintenance, subject to the
terms and conditions hereinafter set forth and the provisions of Ordinance No. 1797 and Chapter
3.28, BMC.
NOW THEREFORE, in consideration of the premises and the covenants and
agreements set forth herein, City and Color World agree as follows:
r. DEFINITIONS.
In this Agreement, unless there is something in the subject matter or context inconsistent
therewith, the expressions following shall have the meanings indicated below:
Claims: Claims and liabilities of any and every nature whatsoever including, but not limited to:
a. all claims, liabilities, demands, suits, proceedings, judgments, decrees and awards arising
out of or relating to harms, injuries, damages, death or destruction of or to person,
property, or business, or arising out of or relating to any violation of (or failure to comply
with) any applicable law;
b. all theories of relief recognized at law or in equity (including, but not limited to, theories
of relief that impose liability without proof of fault or negligence);
C. all losses, damages (including punitive and exemplary damages and awards of attorneys'
fees), environmental costs and damages (including investigation and remediation
AGREEMENT TO SELL, MANUFACTURE, INSTALL, MAINTAIN AND DISPLAY ADVERTISING IN
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expenses, removal costs, and natural resource damages), expenses (including reasonable
attorneys' fees), costs, penalties, forfeitures and fines; and
d. awards made under any act respecting industrial accidents and occupational diseases or
similar legislation, actions and proceedings.
City Property: Bridger Park Downtown parking facility.
Fee: The quarterly fee payable by Color World to City with respect to this License including
without limitation the monthly rental payments stipulated at Section 4 hereof.
Premises: Any portion of City Property that is subject to the License.
Project: The associated equipment and hardware, and any modification, replacement and
additions thereto, on City Property.
2. AGREEMENT TO INSTALL.
a. Subject to the terms and conditions hereof, City hereby agrees Color World may install,
construct, operate, maintain, modify, repair, add-to, re-install, relocate, remove and
replace display advertising along, in, under and, upon written approval by City, on or
over City's Bridger Park Downtown and in all cases subject to the terms of this
Agreement.
b, Color World's performance under this Agreement must at all times comply with
Ordinance No. 1797 and Chapter 3.28, BC.
3. TERM.
The term of this Agreement shall begin on the date of execution of this Agreement by the parties
and expire on April 30, 2013. Provided it has complied with all terms and conditions herein
contained, Color World will have the right, at its option, upon written notice to City not less than
two months prior to the expiration of the term, to cause the term of this Agreement to be
extended for a further period of one year upon the same terms and conditions as contained in this
Agreement, save for the right to renew and for the Fee, which shall be negotiated between the
parties during the notice period.
!, 1� S D1 010
In consideration of this License:
a. During the term of this Agreement, Color World shall pay to City a fee of 40 percent of
total monthly revenue collected by the Color World for advertising displayed in Bridger
Park Downtown pursuant to this Agreement.
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b. The fee shall be payable quarterly in arrears, by the 3 Oth day of the end of the month after
the quarter ends, provided, however, that, unless otherwise provided, no payment shall be
due and payable by Color World to City in respect of any portion of the Equipment until
Color World has installed such Equipment on a portion of the Property.
S. OWNERSHIP AND RESPONSIBILITIES.
a. For the purpose of this Agreement only, Color World shall be deemed to be the sole
owner of the Equipment and Associated Equipment and Hardware and shall be solely
responsible for the installation, construction, operation, maintenance, modification,
repair, addition to, reinstallation, relocation, removal, and replacement thereof regardless
of method of attachment or installation. Except for the responsibilities and undertakings
expressly mentioned in this Agreement and required by Chapter 3.28, BMC, City shall
not be involved in any manner in the above-mentioned activities and in no event shall it
be responsible for any such activities.
b. Color World, at its sole cost and expense, will fumish all materials, parts, components,
equipment, and hardware necessary to construct, install, operate, maintain, modify,
repair, add-to, re-install, replace, relocate, and remove the Project or any part thereof in
accordance with the design approved by City and any specifications required by this
Agreement. Any such work shall be performed in conformity with all applicable statutes,
the law, ordinances, regulations, rules, codes, orders, or specifications of the City.
C. Color World will install up to six separate sign frames for the purpose of initial launch of
the program. These frames will include a graphic advertising that each unit is available
and who to call. The sizes of the initial sign frames installed for the start up program will
be determined by Color World and will be installed in a reasonable time frame. The
installation locations of the initial sign frames will be mutually acceptable to both Color
World and the City.
d. Color World shall maintain sole authority over retail pricing of the advertising units and
reserves the right to increase or decrease retail advertising prices at any time for any
reason.
e. Subject to Chapter 3.28, BMC, Color World reserves the right to offer the ad space to
anyone willing to pay the advertising fees, regardless of their location, type or size of
business or entity. The City will use best efforts to approve advertisements within 48
hours after receipt of a new advertisers name and a digital proof of the advertising art in
which to approve or disapprove and an advertiser/advertisement.
f. Color World will reserve the right to terminate an individual advertising agreement with
any advertiser at any time for any reason.
9. Color World will make every attempt to maximize advertising revenue by placing
advertisers in proper locations for the potential value. Color World will have a signed
AGREEMENT TO SELL, MANUFACTURE, INSTALL, MAINTAIN AND DISPLAY ADVERTISING IN
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agreement with each advertiser. City of Bozeman can request a copy or all agreements
with the advertisers.
h. The Color World will place dummy boards in the frames already mounted to fill up the
frame until an ad is sold. The boards will read "To place your ad here — Call BigLook at
587-4508" or something similar and approved by the City.
i. Once a month Color World will make a visual inspection of all signage for any indication
of potential issues. However, if the City brings to the attention of Color World any
potential issues, Color World shall resolve the issue within 48 hours of being notice by
the City. Options for resolution could be replacement or repairing should damage or
defacement occur.
Color World shall ensure the Equipment utilizing the City Property shall be suitable in every
respect for the purposes for which it is intended and shall be installed in accordance with the
plans and specifications submitted by Color World and approved by City and maintained in a
manner satisfactory to City, and the construction and installation of same shall be in accordance
with all applicable requirements and orders of the parties or its successors, including without
limitation all local, state, and federal laws, as applicable, in all cases at the sole expense of Color
World and shall be constructed and maintained so as not to interfere with the activities or
business of City.
All signage must abide by standards set in Bozeman Municipal Code, Chapter 3.28, BMC, as
amended.
All artwork will have the City of Bozeman parking brand included. This brand will consist of 15
percent of the bottom of each sign, on a blue banner with white "P" in the lower left comer.
7. COSTS AND EXPENSES.
Color World shall reimburse City for any cost or expense incurred by City as a result of the
construction, installation and ongoing operation and maintenance of the Project within 30 days of
receipt of City's invoice therefore together with supporting documentation. Any outstanding
amount owed to City shall bear interest at the annual rate of eight percent from the date that any
such amounts become due until payment thereof. The provisions of this section shall apply to
any and all construction, installation, operation, maintenance, repair, addition to, reinstallation,
replacement, relocation, or removal or any other work with respect to the Project.
8. ENTRY NOTICE.
Color World and its agents and contractors shall have the right to enter upon City's property to
survey, design, inspect, construct, maintain, add-to, repair, replace, relocate, or remove any part
or portion of the Project or for any other reason related to the Project without notice. City shall
AGREEMENT TO SELL, MANUFACTURE, INSTALL, MAINTAIN AND DISPLAY ADVERTISING IN
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have the right to change the designation of the person to be consulted in emergency situations by
written notice to Color World.
� MDIINJJII ENVOWN
Upon the termination of the Project by mutual agreement at the end of the term or pursuant to
Section 16 of this Agreement or any extension thereof, Color World shall remove at its cost the
corresponding sign frame within 10 days.
If the termination of this Agreement results from an event of default as defined in Section 16
hereof, then City, upon termination, shall, at its option, either become the owner of the Project
without compensation to Color World or require Color World to remove the Project at Color
World's own cost, risk, and expense, from City Property and Color World shall then restore City
Property to the condition existing prior to the construction of the Project and shall make good
any damage caused to the City Property by such removal.
10. DAMAGES TO THE PROJECT.
Any damage done to City Property by the construction, installation, operation, maintenance,
repairs, reinstallation, replacement, relocation and removal of the Equipment or any part thereof,
or any other work by or on behalf of Color World, or by any vandalism to the Equipment, shall
be repaired by Color World and, except where the event giving rise to such repair is caused by
any act, omission or negligence of City, its employees, agents, or contractors, shall be at the sole
expense of Color World, who shall reimburse City for such expenses within 30 days after receipt
by Color World of a written statement of such expenses.
Any damage done to the Color World Equipment caused by any act, omission or negligence of
City, its employees, agents, or contractors of, shall be repaired by Color World and shall be at
the sole expense of City, who shall reimburse Color World for such expenses within 30 days
after receipt by City of a written statement of such expenses.
Color World will clean (if possible) or remove a sign that has been defaced or damaged the next
business day after notification by the City, regardless of the cause of damage or defacement.
Color World will contact the advertiser to replace the sign within five business days. The City is
not responsible for damage to signs. Cost to replace damaged signs will be the responsibility of
the advertiser. If the advertiser chooses not to replace the sign Color World will install a sign
promoting the advertising space. The City shall bear no responsibility or liability for signs
damaged by third parties. Any such liability shall lie solely with Color World.
If damage or defacement of a sign causes damage to City property, Color World will restore City
property to the condition existing prior to the construction of the Project and shall make good
any damage caused to the City property by such damage or defacement.
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a. Color World agrees it will make no Claim against City, its officers, and employees,
including those of the Bozeman Parking Commission, for anything suffered or sustained
by Color World or Color World's employees, representatives, agents, or invitees, or by
any other person or corporation, which is based upon, arises out of, or is connected
directly or indirectly with Color World's activities under this Agreement or anything not
done as required hereunder, or relating to Color World's performance and activities under
this Agreement or entry upon the City property, or any other entry permitted hereunder or
in any manner relating to the existence of the Project on the Property, and hereby waives
as against City, its officers, employees, representatives, and agents, including those of the
Bozeman Parking Commission, all such Claims.
b. Color World agrees to indemnify and hold harmless the City, its officers and employees,
including those of the Bozeman City Parking Commission, from and against any and all
Claims, by whomsoever made, brought, or prosecuted, and from and against any and all
loss, damages, or expenses suffered or incurred by City, its officers, employees,
representatives, or agents, including those of the Bozeman Parking Commission, and
which are based upon, arise out of, or are connected directly or indirectly with this
Agreement or anything done hereunder or anything not done as required hereunder, or
relating to Color World's entry upon the City Property or any other entry permitted
hereunder or in any manner relating to the existence of the Project on the City Property,
including, without limitation, any third-party Claims in connection with the Project, as
well as any Claims arising out of or pertaining to losses or damages sustained by third
parties by reason of the relocation of the Project.
C. The waiver and indemnity given in the two preceding sub-sections shall not apply to the
extent prohibited by law or to the extent that the said Claim is caused or contributed to by
the negligence or wrongful acts of City or its employees, representatives, or agents.
d. Except in case of gross negligence, where Color World under any provision of this
Agreement or at law is liable to City, such liability, notwithstanding any other provision
of this Agreement, shall be restricted to direct losses, damages, and liabilities incurred by
City, and Color World shall not be required to compensate City for indirect or
consequential damages, such as, but not limited to, loss of revenue or profit nor for loss
of revenue or profit should same be considered or qualified as direct losses, damages, or
liabilities.
e. In the event of the occurrence of any event the City asserts is an indemnifiable event
pursuant to this Section, City, as the indemnified party, shall notify Color World,
promptly. If such event involves the Claim of any third party and Color World confirms
in writing its responsibility therefore, Color World shall have sole control over, and shall
assume all expense with respect to, the defense, settlement, adjustment or compromise of
such claim; provided, however, that:
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i. City shall have the right to participate in the defense of such Claim and to employ
counsel at its own expense to assist in the handling of such Claim; and
Color World shall obtain the prior written approval of City, which shall not be
unreasonably withheld or delayed, before entering into any settlement,
adjustment, or compromise of such Claim; and
iii. Color World shall not be entitled to control (but shall be entitled to participate at
its own expense in the defense of), and City shall be entitled to have sole control
over, the defense or settlement of any Claim to the extent the Claim seeks an
injunction or other equitable relief against City which, if successful, could
materially adversely affect the business, operations, assets, condition (financial or
otherwise) or prospects of City.
f. If Color World does not assume sole control over the defense, settlement, adjustment or
compromise of such Claim as provided in this Section, City shall have the right to
defend, settle, adjust, and compromise the Claim in such manner as it may deem
appropriate at the cost and expense of Color World, and Color World shall promptly
reimburse City therefore in accordance with this section.
9. Should the City be required to assert its or any other persons or entities right to
indemnification under this section should the City obtain a determination from a court of
record it is entitled to indemnification of a Claim under this section the City shall be
entitled to reasonable attorney fees and costs, including those of the Bozeman City
Attorney, incurred in its effort to assert its right to indemnification.
h. Notwithstanding any other provision of this section and subject to the limits on liability
exposure and insurance coverage established pursuant to Title 2, Chpt. 9, MCA,, the City
shall indemnify, defend, and hold harmless Color World from and against a Claim
alleging the advertising standards listed in 3.28.040, Bozeman Municipal Code, as
amended, violate any federal or state law. Color World agrees that should the City accept
indemnification of Color World regarding any such Claim the City shall have the
exclusive right to control all aspects of the litigation and shall have the sole authority to
settle or compromise any such Claim.
i. The obligations of both parties set out in this section shall continue to be enforceable
notwithstanding the termination of this Agreement.
a. City represents and warrants to Color World as follows:
This Agreement has been duly authorized, executed, and delivered by City and
constitutes a valid, binding, and legally enforceable agreement of City; and
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ii. The execution and delivery of this Agreement and the performance of the
covenants and agreements herein contained are not limited or restricted by and are
not in conflict with any contract, agreement, or other instrument to which City is
bound.
b. Color World represents and warrants to City as follows:
i. This Agreement has been duly authorized, executed, and delivered by Color
World and constitutes a valid, binding and legally enforceable agreement of Color
World;
ii. The execution and delivery of this Agreement and the performance of the
covenants and agreements herein contained are not limited or restricted by and are
not in conflict with any contract, agreement, or other instrument to which Color
World is bound; and
iii. The installation of the Equipment will be in compliance with all applicable local,
state, and federal laws,
13. ASSIGNMENT.
Neither this Agreement nor the permission hereby granted shall be assigned or licensed by Color
World without the prior written consent of City, which consent shall not be unreasonably
withheld or delayed. Without limiting or restricting, in any manner whatsoever, the City's right
to refuse the said consent on other reasonable grounds, it is expressly understood and agreed that
the refusal by City to grant such consent shall be deemed reasonable where the financial
standing, reputation, business experience, or type and quality of business of the proposed
assignee or licensee of Color World is not satisfactory to City..
Notwithstanding the foregoing, Color World may assign this Agreement and all of Color
World's rights and obligations herein to an Affiliate or successor company, partnership or joint
venture in the context of any reorganization, with the consent of the City, provided that there is
no change of control, that the assignee has expressly agreed to be bound by all the terms and
conditions of this Agreement and has assumed all of Color World's obligations hereunder, and
that Color World gives due notice of such assignment to City.
14. PERAHTS.
Color World, at its sole cost and expense, shall secure and maintain in effect all federal, state,
and local permits and licenses required for the construction, installation, operation, maintenance,
repair, reinstallation, replacement, relocation, and removal, as the case may be, of the Project,
including, without limitation, zoning, building, health, environmental, or communication permits
or licenses, and shall indemnify City against payment of the cost thereof and against any fines
and penalty that may be levied for failure to procure or to comply with such permits or licenses
as well as any remedial cost to cure violations thereof. Color World shall continue to comply
with all applicable laws throughout the term hereof.
AGREEMENT TO SELL, MANUFACTURE, INSTALL, MAINTAIN AND DISPLAY ADVERTISING IN
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15. TAXES.
Color World agrees it will pay any tax or fees due for any aspect of the Project.
An event of default shall occur under this Agreement when Color World breaches or fails to
perform or comply with any covenant, provision hereunder. No default under this section shall
be deemed to have occurred unless written notice thereof setting forth the facts of such default
has been given to Color World and Color World has not, within 30 days thereafter, cured or
caused to be cured such default. In case of emergency, the aforementioned notice may be given
orally, and a default is deemed to have occurred if Color World has not cured or caused to be
cured such default within 24 hours thereafter. For the purposes hereof, an emergency shall mean
and include any situation which, in City's reasonable opinion at the time it makes the
determination, causes an immediate and serious threat to the City property, the safety of its
employees or agents, third persons, or the normal pursuit of its operations. When an event of
default occurs, City may:
a. cure the reason giving rise to the default using its own resources and require repayment
by Color World of all necessary costs and expenses, including attorney fees, incurred to
cure the default; or
b. in the event such default is material, in addition to the preceding remedy, terminate this
Agreement with a delay of 30 days following the giving of notice to Color World of its
intention to terminate this Agreement unless Color World shall, before the expiry of said
30 day delay, takes bona fide steps to remedy the default which has given rise to the right
to terminate this Agreement.
Where the default is of such nature that it cannot be reasonably cured within the aforementioned
delays, such default shall be deemed to be cured if Color World shall have commenced to cure or
caused to be cured such default and such curing of the default shall be proceeded to completion
with utmost diligence. Notwithstanding the foregoing, if the default results from an Event of
force majeure, City shall not have the right to terminate this Agreement, but may pursue any
other remedies as may be available to it in law or in equity.
In the event the Agreement is terminated under this Section, all monies paid by Color World will
be kept by City as liquidated damages. This liquidated damages clause shall apply if Color
World decides, for any reason whatsoever, to terminate the License before the expiration of this
Agreement.
FFASSFARTUR
The insurance requirements of this section are in addition to and separate from any other
obligations contained in this Agreement.
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Color World shall obtain and maintain for the duration of this Agreement commercial general
liability insurance naming the city, its officers, and employees, including those of the Bozeman
Parking Commission, as additional insureds on a primary non-contributory basis for all activities
conducted under or related to this Agreement. The additional insured coverage shall be in a form
acceptable to the Bozeman city attorney and shall be provided prior to the commencement of any
work or activities to be performed under this Agreement with minimal coverage as follows:
Type of Coverage Limits
Employers' Liability: $-�O 000-00 per accident
General Liability: Limits
Bodily InjM & Property Damage
Single and combined $
, ,000,000.00 per accident
General Aggrcgate: $ 2,000,000.00
Excess Liability Coverage (umbrella] $1,000,000.00 each occurrence
Automobile:
Bodily Injur covering all $ 1,000,000.00 each person
automobiles, trucks,
tractors, trailers, or other $ 1,000,000.00 each occurrence
automotive equipment
whether owned or rented
by Engineer or owned
by employees of Engineer.
Proveity Damage covering $ 100,000-00 each occurrence
all automobiles, trucks,
tractors, trailers, or other
automotive equipment whether
owned or rented by Engineer
or owned by employees of
Engineer
ISM
Bodily Injury & Property $1,000 each occurrence
Damage Single and combined
AGREEMENT TO SELL, MANUFACTURE, INSTALL, MAINTAIN AND DISPLAY ADVERTISING IN
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In addition to the above insurance coverage, Color World shall secure and maintain without
naming the City, its officers, and employees, or those of the Bozeman Parking Commission, as
an additional insured, professional errors and omissions coverage as follows:
Professional Errors & Omissions: $ 1,000,000.00 per claim and
aggregate each ccurrence
The insurance policies contemplated hereby shall be acceptable to City and shall contain an
endorsement which provides that City shall be given not less than 90 days' written notice in
advance of any cancellation, termination, change or amendments restricting coverage.
Furthermore, Color World shall maintain workers' compensation insurance which fully meets
the requirements of Montana law.
18. NOTICES.
Except as otherwise provided in this Agreement, any demand, notice, invoice, authorization, or
other communication to be given to a party in connection with this Agreement shall be given in
writing and shall be given by personal delivery, by registered mail, or by email addressed to the
recipient as set forth as follows or to such other address, individual, or email number as may be
designated by notice given by the party to the others:
Color World of Montana Inc dba Color World Printers
201 East Mendenhall Street
Bozeman, MT 59715
Attention: Michael Burgard
michaelb@colorworldprinters.com
Facsimile: 406-587-0628
City of Bozeman
121 North Rouse Avenue
Bozeman, MT 59715
Attention: Paul Bums, Parking Manager
pbums@bozeman.net
Any demand, notice, invoice, or other communication given by personal delivery shall be
conclusively deemed to have been given on the day of actual delivery thereof and, if given by
registered mail, on the third business day following the deposit thereof in the mail and, if given
by telecopy, on the day of transmittal thereof if given during the normal business hours of the
recipient and on the business day during which such normal business hours next occur if not
given during such hours on any day. If the party giving any demand, notice or other
communication knows or ought reasonably to know of any difficulties with the postal system
which might affect the delivery of mail, any such demand, notice or other communication shall
not be mailed but shall be given by personal delivery or by telecopy.
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19. GOVERNING LAW; VENUE.
This Agreement shall be interpreted and construed in accordance with the laws of the State of
Montana with venue in the Eighteenth Judicial District, Gallatin. County, Montana.
pxl�-'Ixmill �1-- - �Ikl
This Agreement shall not be recorded by Color World against title to the City Property or
otherwise, and any such recording by Color World shall automatically constitute an event of
default hereunder.
21. DISCHARGE OF LIENS.
Color World covenants and agrees that it shall not create or permit to remain, but will remove
and discharge or cause to be removed and to be discharged promptly at its cost and expense any
lien, encumbrance, charge, claim of lien, privilege, hypothec, or mortgage upon City Property in
or upon which the Project is located, which arises out of the use hereunder by Color World or by
reason of labor, material, or services furnished or claimed to have been furnished for Color
World under this Agreement or by any person under any agreement between Color World and
any advertiser.
22. GENERAL PROVISIONS.
a. The rights, duties, obligations, and liabilities of the parties pursuant to the relationship
created pursuant to this Agreement shall be limited to those rights, duties, obligations,
and liabilities set out in this Agreement. Nothing herein contained shall be construed to
create a partnership or j oint venture between the parties. Except as expressly authorized
by the terms and conditions hereof, nothing herein contained shall be construed to
authorize a party to act as the agent of any other party, or to permit any party to act on
behalf of or bind any other party.
b. Each of the parties agrees to execute and deliver all such other additional instruments and
documents and to do such other acts and things as may be necessary more fully to
effectuate this Agreement and the relationship created hereby.
C. The headings used in this Agreement are for reference purposes only and do not
constitute substantive matter to be considered in construing the terms of this Agreement.
d. Any provision in this Agreement which is prohibited or unenforceable in whole or in part
in any jurisdiction shall, as to such j urisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other jurisdiction.
e. Pursuit by a party of any of the remedies provided for in this Agreement shall not
preclude pursuit by it of any other remedies provided by law or in equity, nor shall it
constitute a forfeiture or waiver of any amount due to it or of any damages accruing by
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reason of the violation of any terms, provisions, and covenants contained in this
Agreement.
f. No waiver by any party of the performance of any provision, condition, or requirement
herein shall be deemed to be a waiver of, or in any manner release the other parties from,
performance of any other provision, condition, or requirement herein; nor deemed to be a
waiver of, or in any manner, release the other parties from future performance of the
same provision, condition, or requirement; nor shall any delay or omission by any party
to exercise any right hereunder in any manner impair the exercise of any such right or any
like right accruing to it thereafter.
9. This Agreement, including the attachments, constitutes the entire agreement among the
parties and there are not and shall not be any verbal statements, representations,
warranties, undertakings, or agreements between the parties purporting to vary its terms,
and this Agreement may not be amended or modified in any respect, except by written
instrument signed by the parties hereto.
h. Color World and City will each appoint a manager to interface with each other.
L All employees or contractors of Color World or any other person engaged in the
performance of work or services under this Agreement shall be considered employees or
contractors of Color World only and not of the City or the Bozeman Parking
Commission.
j. Should a court of competent jurisdiction order that City does not have the legal authority
to install, sell, or display advertising at the Bridger Park Downtown facility, all
obligations of the parties under this Agreement shall be terminated and no damages of
any kind whatsoever shall be claimed by either party against the other. City shall have no
liability of any kind for damages made by any advertiser for which Color World has
entered into an agreement. Color World shall have no more than 30 days from the date of
such order to remove all equipment installed under this Agreement.
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IN WITNESS WHEREOF, each party to this agreement has caused it to be executed on the date
indicated above.
Business Name:
Business Owner:
Signatu
Date:
City of Bozeman Business License Number: I I — - N 5
CITY OF BOZEM►N
City ✓anager
Chris Kukulski:
Date:
ATTEST
City Clerk:
Stacy Ullmen:
Date: \- Mau- 1�
AGREEMENT TO SELL, MANUFACTURE, INSTALL, MAINTAIN AND DISPLAY ADVERTISING IN
THE BRIDGER PARK PARKING GARAGE
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