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Home My WebLink AboutUS Cellular - Sponsorship Agreement Movie Night 2021City°f a - " 1411 Parks and Rec SPONSORSHIP AGREEMENT CITY OF PASCO AND U.S. CELLULAR Contract No. IIEC21-002 THIS AGREEMENT is made and entered into on this 14 day of June 2021 by and between the City of Pasco, a Washington municipal corporation, hereinafter referred to as "City," and U.S. Cellular, a Washington for -profit organization, hereinafter referred to as the "Sponsor." City and Sponsor are referred to collectively as the "Parties." RECITALS WHEREAS, the City owns, maintains, operates and programs certain public park and recreational facilities within the City of Pasco, upon which it intends to offer outdoor recreational activities; and WHEREAS, the Sponsor wishes to contract with the City for the right to be a supporting sponsor of the City's Summer Movie Series (to be held at various locations on the second and fourth Fridays of July & August) subject to the City's approval. NOW THEREFORE, in consideration of the promises, terms and conditions contained herein, the Parties hereby agree as follows: 1. Sponsor's Rights. The Sponsor is authorized to and shall timely provide: A. The Sponsor's logo for use on the City marketing material for the event, including in: i. The online program guide(s). ii. Social media posts on Facebook, Instagram and Twitter. iii. The special event page of the City of Pasco's website. B. Optional: A banner to display onsite on each of the movie dates. C. Optional: A video commercial to be shown as a preview to each movie. D, The Sponsor's large inflatable movie screen to be used by the City for each of the 4 movies according to the following schedule: i. July 9, 2021 — At Pasco Sporting Complex, 6520 Home Run Rd., Pasco, WA 99301. Sponsorship Agreement - 1 2. 3. 4. ii. July 23, 2021 — At Memorial Park, 1520 W. Shoshone, Pasco, WA 99301 iii. August 13, 2021 - At Pasco Sporting Complex, 6520 Home Run Rd., Pasco, WA 99301. iv. August 27, 2021 - At Memorial Park, 1520 W. Shoshone, Pasco, WA 99301 In regards to the inflatable movie screen, Sponsor, before turning use over to the City, shall inspect the screen for defects and other conditions that may render it unsafe for use. Sponsor will also provide City instruction that demonstrates proper inflation, anchoring, use and deflation procedures. Citr's Rights. The City retains sole authority to set up and take down the Sponsor's banner and inflatable movie screen and to use Sponsor's logo for advertising purposes. Term. This Agreement shall be effective upon execution by both Parties and shall terminate on August 27, 2021 after the showing of the final movie of the series. SI)onsorshi,) Fee. Sponsor's provision of the inflatable movie screen shall serve as an in - kind sponsorship payment and no additional fee will be required of the Sponsor. 5. Advertising Conditions. All advertising content shall be approved by the City. Advertising of alcoholic beverages, marijuana, and tobacco products is expressly prohibited. 6. Assk,,nment. This Agreement may not be assigned or otherwise transferred by either Party hereto. Any such assignment without consent is void. 7. Modification. This Agreement may not be modified or amended unless such modification or amendment is in writing and duly executed by an authorized representative of each Party. 8. Notice. The City and Sponsor shall each designate an individual who has the authority and responsibility for administering this Agreement. All notices regarding the performance or interpretation of this Agreement shall be served in writing or by e-mail on such person at the following addresses: Cite of Pasco US Cellular Zach Ratkai Dane Yancey 525 N. 31d Ave Address: 400 Bradley Blvd Ste 200 Pasco, WA 99301 City, State, Zip: Richland, WA 99352 Email: 1 atkaiz a Pasco-waxov Dane.YanceN a uscellular.co 509-545-3456 509-308-7277 Sponsorship Agreement - 2 9. Indemnification. The Sponsor shall defend, indemnify, and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, suits, actions or liabilities for injury or death of any person, or for loss or damage to property arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. AND The City shall defend, indemnify, and hold harmless the Sponsor, its officers, officials and employees from and against any and all claims, suits, actions or liabilities for injury or death of a person for loss or damage to property arising out of or in connection with the performance of this Agreement, except for injuries or damages caused by the sole negligence of the Sponsor. 10. Dispute Resolution. In the event of a dispute regarding the enforcement, breach, default, or interpretation of this Agreement, the Project Administrators, or their designees, shall first meet in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 11. Venue, Applicable Law and Personal Jurisdiction. All questions related to this Agreement shall be resolved under the laws of the State of Washington. In the event that either Party deems it necessary to institute legal action arising from this Agreement, such action shall be instituted in Franklin County Superior Court. The Parties each consent to the personal jurisdiction of such court. Except as otherwise provided by law, it is expressly understood that neither Party can institute any legal action against the other based on this Agreement until the Parties have exhausted the mediation procedure required by the previous paragraph. 12. Severabili2 a . If any term, provision, covenant, or condition of this Agreement is held by a court of competitive jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated as a result of such decision. 13. Waiver. The waiver by either Party of any breach of any term, condition, or provision of the Agreement shall not be deemed a waiver of such term, condition, or provision or any subsequent breach of the same or any condition or provision of this Agreement. 14. Ca;)tions. The captions used herein are for convenience only and are not apart of this Agreement. The captions do not in any way limit or amplify the terms and provisions hereof. 15. Integration. This Agreement contains the entire agreement of the Parties hereto and supersedes all previous understandings and agreements, written or oral, with respect to this transaction. Neither Party shall be liable to the other for any representations made by any person concerning the terms of this Agreement, except to the extent that the same are Sponsorship Agreement - 3 expressed in this Agreement. 16. Construction. This Agreement sets forth the entire understanding and agreement of the parties relating to the subject matter hereof. This Agreement shall be construed as a whole. The captions and headings herein are for convenience only and shall not be relied upon or used to interpret/construe this Agreement or any portion thereof. Each party signing this Agreement acknowledges that they participated in the drafting of this Agreement and, as such, this Agreement shall not be presumptively interpreted/construed in favor of nor against any particular party, but rather this Agreement shall be given an objectively fair and reasonable interpretation and construction in light of and in accordance with its express terms and provisions. 17. Time of Essence. Time is of the essence for each and all of the terms, covenants, and conditions of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF PASCO By: -- Z ch Ratkai, irector- Administrative & Community Services Sponsorship Agreement - 4 UScellular By: - - Print: Dan_Y_ancey Title: Marketing Manager