2014/05/14 Council Agenda Packet

Regional Insertion Order Agreement Terms and Conditions • 9 Advertising,Advertiser must notify NCM in writing within 60 days of the last exhibition of the Advertising(such copy to be provided at Advertiser's sole expense). 12.Cancellation.Advertiser may not modify or cancel this Agreement except by written consent of NCM. 13.Insurance.Advertiser will ob a general liability insurance policy(or poli•ies)covering such advertising,wi 1,no unusual exclusi ns,and with policy h i: of not -. ii•i $1,000,000 per occurrence and . ,000,00I 'el the aggregate.Advertiser will also ob s an adve g errors and omissions polic • i. ' ar coverage.NCM and its affiliates will: . .Is ed as additional insured's on such policy(or •, • 'es),and the policy(or policies ••r provide that it(or -y)will not be subject to mo''s cation o. -•u cellation without at least thirty(30 ys'pr written notice to NCM. Upon request,Advertiser will furnish NCM with a certificate of insurance eviden _the foregoing coverage before the adv- i.:i g is exhibited. 14.Additional Terms.Advertiser may not assign or otherwise transfer this Agreement or any of Advertiser's rights hereunder without the prior permission of NCM.Any attempt to do so in violation of the foregoing sentence will be null and void.This Agreement will be binding on the parties and upon their heirs,personal representatives,executors,administrators,successors and assigns.The parties agree for themselves and their heirs, personal representatives,executors,administrators,successors or assigns to execute any instruments and to perform any acts that may be necessary or proper to carry out the purposes of this Agreement This Agreement will be governed by the laws of the State of Colorado excluding its conflict of laws principles.The parties hereby irrevocably consent to the exclusive jurisdiction and venue in the state and federal courts sitting in Denver, Colorado for any dispute concerning the interpretation or effect of this Agreement In all such disputes arising under this Agreement,the parties expressly waive all constitutional and statutory rights to trial by jury.In any action to enforce the terms of this Agreement,the prevailing party will be entitled to recover all of its costs relating thereto,including,without limitation,reasonable attorneys'fees,court costs and any other costs of -collection.The relationship between the parties under this Agreement is one of independent contractors.The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.If any provision of this Agreement is deemed unenforceable,such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect Any failure or delay in performance by NCM will be excused(and will not constitute a breach of this Agreement)to the extent due to any cause not reasonably within NCM's control,including,without limitation,third party acts,omissions or failures,casualty,labor disputes,governmental action or acts of God.This Agreement sets forth the entire understanding of the parties and supersedes any and all prior oral and written agreements or understandings between the parties regarding the subject matter of this Agreement NCM Proposal for City of Everett-Public Works Proprietary&Confidential Pa461 1 Order Type:New I ORD-1404-02023 S nner 2014 14E DIA °WJE• T WO tKS