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Home My WebLink About298197 COMCAST - CONTRACT - CONTRACT - TRANSFORTAGREEMENT Primary Ref #: New Client? No Contract file # NEW I A.E. name Krista Maloney Today's Date 2/16/04 Ccomcast a spotllgnt Client Name & #: TRANSFORT 4875 Billing: Standard Custom x Start Date 3/1/04 Agency Name & #: Status: Active or Hold x Stop Date 11/28/04 Remarks 10 month Annual Rep Firm Name & #: Contract Standard ! promo-psa / co-op Type x Date Entered REVISION: DATE: NEW ORDER: DATE: 2/16/2004 CANCELLATION: DATE: Billing Address: on file Affidavit (notary) (no -notary) (none) Type D Entered By: econ arySchedule Reference #: to r er is itiona c follow Complete Attached Send invoice to attention of: (if applicable) SUE GRIFFITH (970-221-6386) Name of Package: # of spots per order: 1,333 Zones: Order Approved: Telephone: Jamie Moyer 970 416-2879 Product Category 1 City Gov Make Goods Acceptable? YES Pre-emptalbe? No Total $$'s per order $10,000 Line # Network Headend # Week Type Start Date Stop Date Days Authorized Start Time Stop Time Total Spots Unit Cost Total $'s Per Line Spot Length Ad Copy Mon Tue I Wed Thur Fri Sat Sun 4 MASTER CONTRACT FOR 2004 m Commercials to run 24 hours at a rate of $7.50 ea (133 per month) See attached sheet for choice of networks! SPECIAL CONCERNS OR OBLIGATIONS: JAN MAR MAY JUL SEPT NOV FEB APR JUN AUG OCT DEC AT ZED BY VERT R/AGENCY 1 common on tcifs/ tci media services/ blank agency contract AUTHORIZED 13Y CA41E YSTEM ADVERTISING U DATE By signing the above Advertiser/Agency agrees to the terms and conditions as set forth on reverse side. Ccomicast TERMS AND CONDITIONS The parties acknowledge and agree that the following terms and conditions set forth hereinafter shall constitute the terms and conditions of this Contract for cable advertising, and may not be modified except as prescribed below 1) This contract for cable advertising is between Cable System and Advertiser on whose behalf the advertising is made, whether placed by an Agency or by Advertiser. Advertiser shall be solely liable for payments to be made under this Contract, except that Cable System may accept payments from Agency on behalf of Advertiser; however, the acceptance of payments from Agency shall not relieve Advertiser of any liability for any amounts unpaid by Agency. AGENCY GUARANTEES PAYMENT AND PERFORMANCE OF ADVERTISER'S OBLIGATION. It is acknowledged that Agency is Agent of Advertiser. Agency and Advertiser warrant and represent that Agency had the authority to bind Advertiser to the terns and conditions of this Contract, and that Cable System has entered into this Contract in reliance upon these representations. 2) The rate for the cable advertising purchased by the Advertiser shall be as stated on the front of this Acceptance and Confirmation. System reserves the right in connection with a general applicable rate Adjustment, to change the rates and charges specified on the face of this contract for cablecasts hereunder by giving 30 days prior written notice of such rate adjustments to Advertiser. A commercial announcement is billable if it reaches 90% (threshold) of the subscribers in the contracted for geographic area. 3) Payment by or on behalf of Advertiser shall be due upon receipt of an invoice from Cable System, except that Cable System, in its sole discretion, retains the right to require payment in advance of the broadcast of the cable advertising purchased hereby. Cable Systems will, upon request, submit a notarized affidavit of performance with the invoice for cable advertising. Advertiser and Agent agree to make full payment when due. 4) In the event that Advertiser or Agency fails to make the payments due hereunder. Cable System reserves the right to cease all advertising for or on behalf of Advertiser, whether pursuant to this Contract or any other contract, and to terminate from such point forward its obligations under this Contract. In the event full payment is not made as and when called for, this Contract may be declared to be in default and all monies due Cable System shall be subject to an additional charge equal to 1 1/2% per month on the outstanding balance or the highest amount permitted by law. Advertiser and Agency further agree that if any invoice for cable advertising shall be placed in the hands of an attorney or agency for collection, Advertiser and Agency agree to pay Cable System's court cost, reasonable expenses of collection and reasonable attorneys fees incurred in collecting such invoices, but not in excess of the amount permitted by law. 5) Commercial announcements may be cancelled by the Cable System in its sole discretion upon 24 hours prior notice. Cable System reserves the right to cancel this contract upon default by advertiser in the payment on bills, for any other material breach of the terms hereof, and if Cable System determines that a commercial announcement fails to meet Cable Systems content guidelines, at any time upon notice whether given orally or in writing. In the event that Advertiser wishes to cancel or modify this Contract, a minimum of two weeks written notice must be provided to Cable System. In the event of such a cancellation or modification Cable System shall have the right to re -compute at the rate earned, the charges for the time actually used, as the rate reflected on the then current rate card. In the event Cable System is unable to fill airspace left open by Advertiser's and/or Agency's timely cancellation or modification, Cable System shall be entitled to the lesser of either a charge of 25% of the contract value of such cancelled or modified advertising, or the difference in the contract value and the amount paid by a replacement advertiser, if Cable System is able to fill such airspace. 6) IF FOR ANY REASON THERE IS AN INTERRUPTION, DELAY, OR OMISSION OF ANY CABLE ADVERTISING TO BE BROADCAST UNDER THIS CONTRACT, CABLE SYSTEM MAY SUGGEST A SUBSTITUTE TIME PERIOD ('MAKE GOOD'). IN NO EVENT SHALL CABLE SYSTEM BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS CONTRACT, INCLUDING BUT NOT LIMITED TO, THE FAILURE OR INABILITY OF CABLE SYSTEM TO CABLECAST CABLE ADVERTISING OR, AS A RESULT OF ANY INCORRECT CABLECASTING OR ANY CABLE ADVERTISING. THE SOLE AND EXCLUSIVE REMEDY FOR LIABILITY OF ANY KIND SHALL BE LIMITED TO CABLE SYSTEM FURNISHING A'MAKE GOOD' OR, IF NOT FEASIBLE, THEN A REFUND OF THE PROPORTIONATE AMOUNT PAID FOR SUCH MISSED ADVERTISING. 7) Cable System at all times retains the right to reject any and all advertisements submitted by Advertiser or Agency, whether due to technical quality, content (except for political advertising which is broadcast pursuant to the provisions of Section 315 of the Communications Act of 1934, as amended) for financial reasons if Cable Systems feels, in its sole discretion, that Advertiser's or Agency's inability to pay Cable System is impaired or for any other reason, without necessity or requirement of giving any explanation whatsoever. 8) Advertiser and Agency, separately and severalty, warrant and represent that all music composition, copy or other materials used in connection with the cable advertising broadcast hereunder do not violate or infringe the copyright, ownerships, or authorship of any person or entity. All advertising shall be free and clear for advertising without further payment of copyright or other fees or obtaining any consents or approval. Advertiser and Agency further warrant and represent that the content of all advertising broadcast hereunder comply with the rules and regulations of the Federal Trade Commission. ADVERTISER AND AGENCY AGREE TO HOLD AND SAVE CABLE SYSTME HARMLESS AGAINST ALL LIABLILITY RESULTING FROM THE CABLECAST OF CABLE ADVERTISING ON BEHALF OF ADVERTISER, AND SHALL INDEMNIFY CABLE COMPANY, ITS OFFICERS, EMPLOYEES AND AFFILIATED COMPANIES, FROM AND AGAINST ALL DAMAGES, LIABILITY, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) RESULTING FROM DEFENDING OR ANSWERING ANY CLAIM MADE AGAINST CABLE SYSTEM, ITS OFFICERS, EMPLOYEES AND AFFILIATED COMPANIES, RESULTING FROM SUCH CABLECAST, INCLUDING BUT NOT UNITED TO, CLAINS BASED ON THE CONTENT OF SUCH CABLECAST, VIOLATION OF COPYRIGHTS, PERFORMANCE RIGHTS, LIBEL, SLANDER, AND ANY OTHER CAUSE OF ACTION ASSOCIATED WITH OR RELATED TO THE PRODUCTION, CONTENT, OR MATERIAL OF ANY ADVERTISEMENT SUPPLIED BY CABLE SYSTEM AND ITS RELATED ENTITIES. 9) This Contract may not be assigned or transferred by Advertiser or Agency without written consent of Cable System. In the event this Contract is assigned or transferred by advertiser or agency, Cable System reserves the right to recomputed the rate structure. Further, any credit afforded the assignee or transferee must be approved in writing by Cable System prior to the assignment or transfer taking place. 10) This Contract shall be governed, construed, and enforced in accordance with the laws of the State of Colorado and Wyoming and of the United States. Advertiser and Agency agree and consent that any action, suit, or proceeding arising out of or brought to enforce this Contract may be brought in the District Court for the City and County of Denver, State of Colorado, or in any other court having jurisdiction over the subject matter, all at the sole discretion of Cable System, and by execution of this Contract, Advertiser and Agency consent to the jurisdiction of each such court. 11) If any provision hereof is declared to be unlawful or unenforceable, any and all other provisions not affected thereby shall remain in full force and effect. 12) This Contract contains the entire agreement between the parties, and no change, modification or waiver of any of its terms and conditions shall be effective unless made in writing and signed by all parties. 13) This Contract is subject to the terms and conditions of franchises and licenses held by System and all federal, State and local laws, ordinances, rules and regulations. 14) The parties stipulate and agree that facsimile signatures are considered original for the purpose of executing this Contract. 15) The Advertiser and/or Agency acknowledA that there are two sides to this forth and agree to all the terms and conditions contained on the front and back of this sheet. Advertiser/Agency initials: Date: j* 7 q TRANSFORT (THE CITY OF FTC)