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HomeMy WebLinkAboutC88-006 Tiga AdvertisingAGREEMENT THIS AGREEMENT d t o and between , and TIGA ADVERTIS�NG, Col Tiga). this Colo oraoo C88-O6-57 day o 19 by ado, (hereim8fter ca�led County), Corporation (hereinafter called FOR AND IN consideration of the premises, and of the mutual covenants and agreements herein contained, and other valuable consideration, the parties hereto agree as follows: 1^ GWT The County hereby grants unto Tiga the exclusive right and privilege for the solicitation and sale of commercial advertising and advertising space on all County Buses and County controlled bus stop structures. All costs incurred in connection with this concession, including but not limited to solicitation, design, preparation, installation and maintenance of commercial advertising, shall be paid by Tiga. Any previous agreement still in effect between the parties is hereby terminated. 2. All advertising installed by Tiga shall be subject to approval of the Eagle County Transportation Commission with respect to subject, character, size and style, and said Commission shall have the right to reject and prohibit the installation of or compel the removal of any advertising material deemed by them, in their absolute discretion, not suitable for display on County property. 3. The initial term of this agreement shell be a period of one (1) year commencing on the 1st day of November, 1987 and ending of the 31st day of October, 1988. There are also hereby granted successive, and consecutive one (1) year options, upon the terms and conditions provided herein. Such option terms shall be renewed automatically if notice is not receipted for 120 days prior to the expiration of the existing term or options. 4. As a fee for concession rights and privileges herein granted, Tiga agrees to pay to the County during the initial term of this Agreement thirty percent (30%) of its gross revenues. The Concession fee shall be paid in quarterly payments. The term "gross revenues/' shall mean the gross receipts of Tiga receives from advertisers for the display of their advertisements on the spaces and locations covered by this Agreement, subject to the following deductions-. (a) A commission not exceeding fifteen (15) percent of the payments billed by Tiga to advertisers where fifteen (15) percent is actually paid or retained by advertising agencies. (b) A commission not exceeding fifteen (15) percent where actually paid to a national or regional representative advertising agency for "ship-in" business. (c) The amount of any and all sales, use, gross receipts, occupational license and similar taxes imposed upon Tiga in respect to the business conducted by Tiga under and in accordance with this Agreement. (d) Tiga shall have full control of the rates and prices to be charged for advertising and the terms, conditions and manner of payment by advertisers. It is further understood that Tiga shall not be responsible to the County for the failure or default of any person, firm or corporation to whom space shall have been sold as herein set forth but uncollected. However, Tiga shall take all steps, including the prosecution if necessary legal action, reasonable or proper to obtain payment and collection of all monies due and unpaid for advertising space sold by Tiga. C (e) Tiga shall have the right, with County approval, in the exercise of its reasonable business judgement, and without compensation, to display public welfare, educational advertisement and such other advertisements as Tiga shall deem proper for the purpose of avoiding unfilled spaces or locations. In computing the gross amounts from advertising hereinafter provided for, neither value of such uncompensated advertisements nor any payments to Tiga as reimbursement for actual cost in connection therewith shall be included, and Tiga shall maintain such advertisements in all unsold spaces and locations. The County shall have the right to display advertising and notices pertaining to its own operations in unsold spaces and locations, provided that (a) such advertisements and notices shall not interfere with or obstruct the view of spaces hereby granted to Tiga , and (b) Tiga shall receive no compensation for the display of such advertisements and notices. All promotional material shall be provided by advertiser. The County shall be allocated one free space in all buses, and Tiga will receive nor pay any compensation for this space. 5. Tiga shall provide to the Finance Director of the County a verified statement of its gross revenues for the quarter on October 15, January 15, April 15, and July 15,, 6. After each quarter during the term of this Agreement, on or before the 15th d ay o f th e next mon th Ti ga shall pay (30) percent of its gross revenue for the preceding quarter. In the event of cancellation or termination of this Agreement during any quarter said compensation shall be paid on or before the 15th day of the next month. 7. Immediately upon Tiga's receipt of monies from its operations hereunder, the percentage of said monies belonging to the County under the terms of the Agreement shall immediately be vested in and become the property of the County, and Tiga shall be responsible for said monies until the same are delivered to the County. 8. Tiga shall keep true and complete records and accounts of all revenue and business transacted, including bank deposits, and annually furnish a true and accurate statement for the preceding twelve (12) months of all such gross revenue and business transacted during such preceding year, certified by an authorized representative of Tiga to be correct. Each annual accounting statement shall be delivered by Tiga to the Finance Director of the County on or before the 31st day of January in the year after the end of each term; or in the event of cancellation and termination during a term said statement shall be delivered on or before the 15th day of the next month after the effective date of said cancellation and termination. 9. Tiga agrees to establish and maintain a system of bookkeeping satisfactory to the County and to give any authorized representative of the County access during business hours to such books and records. 10. Tiga agrees that it will keep and preserve for at least five (5) years after the expiration of this Agreement all sales slips, cash register tapes, sales books, bank books, duplicate deposit slips, and other evidence of gross revenue and business transacted for such period. 11. Authorized representatives of the County shall have the right, at the County's expense to audit all of the books of account, bank statements, documentsv records, papers and files of Tiga relating to revenue and business transacted by Tiga under this Agreement. Tiga shall make all such matters available for such examination to the County upon 30 days written notice. Page 2 12. If the County shall make or have such an audit made for any term of this Agreement and the gross revenue and business transacted shown by Tiga~s statement for such year should be found to be understated by more than one (1) percent Tiga shall pay to the County the reasonable costs of the audit. Tiga agrees that County may inspect any sales tau return or report, and accompanying schedules and data, concerning the concession, which Tiga may file with the State of Colorado, and Tiga waives any claim of confidentiality which it may have in connection therewith. 13. All payments due or becoming due pursuant to the provisions of the Agreement shall be due and payable without notice. In all instances where Tiga is required by this Agreement to make any payments to the County, such payments shall be made payable to Eagle County Treasurer,P.O. Box 479,Eagle, Colorado 81631 or at such other place as the County may designate by notice in writing to Tiga. Any check given to the County shall be received by it, subject to collection, and Tiga agrees to pay any charge incurred by the County for such collection. 14. NDT]I]�S All notices required to be given hereunder shall be given by certified mail, return receipt requested, addressed to County at SMIMl and to Tiga Advertising, Inc. at 2527 W. Colorado Avenue , Suite 201, Colorado Springs, Colorado, 80804. Either party hereto may designate in writing from time to time the addresses of substitute or supplementary persons within the State of Colorado to receive such notices; and notices may be served in person on the County or Tiga. The effective date of service of any such notice shall be the date such notice bearing sufficient postage is deposited in a United States Post Office., 15. Tiga shall be responsible for cleanliness of all of its displays', including dusting of exposed displays and washing of all glass of enclosed displays~ All displays must be maintained in good condition and in complete repair. Tiga shall not be responsible for regular maintenance of buses and bus stops as performed by the County in the operation of their buses and bus stops. 1�. The County may in its discretion furnish such nacessary eIectrical outlets and power to bus stop structures as are requested by Tiga. Tiga shall provide advertising cards, springs, hooks and other material necessary for proper positioning of advertising; frames shall be supplied and installed in buses by the County, at its descretion. 17. Tiga shall pay to the County cost of the installation of said outlets and the cost of the electrical current used by said outlets in the illumination or operation of any advertising material or display installed by it on bus stop structures; said expenses shall be paid quarterly at the rate or rates prescribed from time to time by the County. Tiga shall provide and install at its expense all electric bulbs and fluorescent tubes installed in said outlets. 18. Tiga agrees to conduct its operations hereunder in accordance with all applicable laws, rules and regulations of the United States, Stato of Colorado, and the County of Eagle. Page 3 Tiga agrees to pay prompt!, all taxes, l i. LmR €i' e fees .At n+md permit, fees ._ of whatever nature applicable to its operations hereunder, and o take out and 4^ i 4' %.. a .4. . #. licenses, municipal, L 4..1 {.! i" 6'' -_ y , state :')5 federal, "'a_1_,C for the conduct a: its "is1Srsa hereunder, and further agrees 1 "1o"E:. to ' p `_: {,.. ;'f -E :t. t any s said it ts or , delinquent. � � i become �:i � . P d" 3 t;:t ,=4 further `g- _:_ to furnish the n 3 t" _ y upon request k_p l i :av: receipts of other satisfactory e f k dt:;•int:+ -' showing the prompt j::i.W;.i.Ytes'.s... by it of social security t".' *,"' to es, unemployment compensation, and Workman's Compensation insurance t:)r:-. €Ps.:.L €.ms, ...l,# required .,.iC:e3;.wF. -s fees and a`:c!.?. E`_a,.F: -rsxi 'iw.,t =; "€"t'r't,',e agrt...:.,. to pay proriPFg,t: #.'_., wheI°, due all bibs debts and obligations incurred by it in connection with its operation hereunder, GAY. d noL to permit t: t,sFe <:;;_,me to become delinquent, or to suffer t° lien, mortgage, judgement, . :_c4t3v or adjudication in bankruptcy which will s. € ! any way .:'i .i. sT'€ d:! .o.c i the rights of • d "a f: ` 1._. C: € k.: r 't y Wider this Agreement. As further consideration i.set e:t.aE_.ai:iei` n T i .:vEa hereby `< <" :i gr e€c _,, .t:..o Y._f::'1 t. <iur a{..'sd to indemnify }.d1ti to save and hold d 's F- t:`itt iefi thu County. its elected officials, officers, employnns, agents and representativea fre=rtix <::4Y" €d ag"insl- any and loss or damage e 't "o property t' r injuries to or death of "xs or persons, i.. n c l u d i i...€ g property ar. d employees or agents f.: f the C o u n i,.., t. i n (J shall defend, indemnify a t € 4..5 gave harmless the County, its Hlected officials, officers, employees, agents t "d representativos from any and all claims, damages, W ?3"s, costs, f.,, t- f3..:Rd €sC- v liability, actions t:;rY" proceedings t'ig= of any kind or nature e tr.t # "'€c:.4t.'.Lat; *ver .; 1i... any irisy resulting from, or arising i:::°!,Et of, (:d i# 4- c t_ ,t. '.r' or indirectly, operations . _� in connection ! [ t {'e€`t:? w;( 't; h , including act, cLLa omissions f o the s " t s , C 4 S i k employees, 1 i : representatives, suppliers, invitees es .-5. {' d contractors of t t f;a. ...,:e d 1!:I#5 4t[� +....I (� }F.t{CI.,_r_t.s `t#.4,:..._ #I #is`: Tiga represents that it is now t) Y' prior to use shall be the owner .. r ;E. A.. - all words, designs, r,s�:i'' ,ts�.. €srt_:� ..4 {'if~:! i. } ~z t,t' fully cv.t .. s+ ~i _,L.t 4.:.} use any -i r.`.C`.f_f slogans used by it in its operations hereunder or in i ._ ,' connected €. s .t t'. #..+ Ls€.t.m- Agreement. !<r,t;4 agrees t..t..9 save ...curt.€ .; =_ +1.t..d the t.,z_ =t.tY €l.y and its [:.1,r:'L't` *::rte officials, officers, employees, tt'jC?f "€t`.., vt! "'td representatives free and # c`tr €`[..d. €.,..n of and r _ f any loss , l i a b i l i t y cost, v:_ ri _ , suit - , claim x, r damages i r °s connection with .". {`€'' actual or alleged el. ed ;t. ! "7•Y': 21 figi:'ft'sen t•. of any patent, trademark or copyright or d. a .i. F t'a of unfair competition, or any o t l € e Y" claim ,.: €° E .;, i t F = �t of t&2 ,;:,' c.,a j.r , ., r ;-t .. i _ } E'.t s of 1' 1 g < hereunder o;,_ in , a C..i y way connected with this - ._ .. t 'at:7 t ^d _4.1, ,:.,r•.` of default _::'',` #..tsf::° C_:.+L4i'..; #::'<,° of „`,S'Fy C.: } °i' i...se terms, covenanH. or conditions ° c - _ L to be performed, kept a Yd observed b ; _ s - : shall b i r_?:sus "~:.'t:.! S t,' d as or operate a_' a waiver by Ie1°te County ty t:'x=} any subsequent f,de-r aEr l c of any of the terms, ...__ .u.[ 11tts or _aanid:i.'Ci,_ }t,i's #tei " ~e1: "€ contained to be performed, kept ;;Y°:=w'd observed by Ta, t°ta., Not withstanding th4 provision herein contained payment of fees or (# 3 e, l "' f-14e' s by "# i g a to the County, i `t; is expressly understood a s- I agreed ;.. # "; <.:4t tF "ri• "':= County shall not be construed I...r t._tet:d oY- hold ,:d Lt;:) bf::` pt partner, associate t':;4`. .d j €..Tint v-� -'t!t �'t` er of Toga in the conduct of its business, but ~6 i a shall _ all .,,,.,sat:: have t.t'.. ...,._c.,_t_..s ti.:a;` an independent contractor, _.: or t._ €. thn`, i :.F to impose contractual, tort or other liability i, {t_ +i- n t_i " €e County. Whenever a County Agent is designated ,~ nated ;`€er ei n ,, such as €i i_ commission or Finance Director, said designation i+: n .. ha.! l include the 4E_f't:'.t...s ;^,I..E._?;"-'d representatives i:::~i said officer,- Page 4 v 26. This agreement shall, subject to the provisions of paragraph 14 hereo�, be binding on and extended to the successors and assigns o� the respective parties hereto. 27. The paragraph MeEdings contained herein are for convenience in reference only and are not intended to be a substantive part of or to define or limit the scope of any provision of this Agreement. 28. ProvisionS, and clarifications of this Agreement may be added or deleted, through supplementary letter agreements wbich shall be agre'ed upon by both hereto. 29. This Agreement is subject and subordinate to the terms, provisions, reserv�tions, restrictions and conditions of any existing or future applicable Federal law, rule or regulation or agreement between the County and the United States which pertains hereto. 30. This Agreement shall be deemed to have been made in and construed in accordance with the laws of the State of Colorado. County 0 Eagle, State of Colorado by and thV-ough its Board of County Commissioners Tiga Advertising, Inc., a Colorado Corporation STATE OF COLORADO COUNTY OF EL PASO The foregoing instrument was acknowledged before me this 8th dal/ of January 1988 by Richard A. Mueller. Witness my hand and official seal. My commission expires May 28, 1990. Page 5