HomeMy WebLinkAboutFranklin PUD Advertising Agree 12.10.21Contract No.: REC21-011
Pasco
�-� ADVERTISING PARTNERSHIP AGREEMENT
Between the
h, CITY OF PASCO
And
Franklin County PUD
THIS AGREEMENT is made and entered into on this 10 day of December , 2021_
by and between the City of Pasco, a Washington municipal corporation, hereinafter referred to as
"City," and Franklin County PUD , a Public Utilities District in the State of Washington,
hereinafter referred to as the "Partner." City and Partner are referred to collectively as the "Parties."
I. 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
events and activities; and
WHEREAS the City has need to advertise and make known to the public the various
activities and events that it provides; and
WHEREAS, the Partner wishes to contract with the City for the right to Partner with the
City on an advertising campaign through the provision of New Years Eve Kits to families in and
around the city of Pasco (to be distributed the last week of December).
NOW THEREFORE, in consideration of the promises, terms and conditions contained
herein, the Parties hereby agree as follows:
II. AGREEMENT
1. Partner's Rights. The Partner is authorized to provide:
a. The Partner's Name & Logo for use in the City marketing material for the event,
including in:
i. The City Recreation online activity guide
ii. Social Media posts and event pages including facebook, Instagram and
twitter.
iii. The City of Pasco and Recreation Services website
iv. Constant Contact email advertising campaigns
v. Radio Advertisements
b. Partner informational pamphlets and advertising pieces to include in the kits.
c. Partner Signor Banner lobe hung at kit pickup location.
2. City's Rights. The City retains sole authority to set up and take down the Partner's banner and
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use Partner's logo for Advertising Partnership purposes related to the New Years Eve Kit
advertising event.
3. Term. This Agreement shall be effective upon execution by both Parties and shall terminate on
January 1, 2022 .
4. Advertising Partnership Fee. Partner shall pay to the City $1,500 which shall be due in full
to the City within ten (10) calendar days of full execution of this Agreement.
5. Advertising Partnership Conditions. All Advertising Partnership content shall be approved
by the City.
6. Assignment 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.
S. Notice. The City and Partner shall each designate a person who has the authority and
responsibility for administering this Agreement. All notices regarding the performance or
interpretation of this Agreement shall be served on such person at the following addresses:
City of Pasco
Brent Kubalek
525 N. 3rd Ave
Pasco, WA 99301
Email: kubalekb'&,pasco-wa.gov
509-545-3456
Partners Name
Holly Dohrman, Assistant GM
PO Box 2407
1411 W. Clark St.
Pasco, WA 99302
hdohrman a franklinpud.com
509-542-5342
9. Indemnification. Partner 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.
10. Mediation. If a dispute arises from or relates to this Agreement or the breach thereof, and if
the dispute cannot be resolved through direct discussions, the Parties agree to endeavor first
to settle the dispute in an amicable manner by mediation administered by a mediator
selected by agreement of the Parties. All fees and expenses for mediation shall be borne by
the Parties equally. However, each Party shall bear the expense of its own counsel and any
expenses related to preparation and/or presentation of the case in mediation.
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
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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. Severability. 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. Captions. The captions used herein are for convenience only and are not a part of this
Agreement. The captions do not in any way limit or amplify the terms and provisions hereof.
IS. 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 expressed
in this Agreement.
16. Scrivener. The party drafting this Agreement is the City of Pasco. The City makes no
representations regarding the rights or responsibilities of Partner under this Agreement. Because
each Party has had opportunity to review and revise this Agreement with assistance of counsel,
the rule of construction where ambiguities are construed against the drafter shall not apply.
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
PARTNF-JWFranklin\Coun* PUD
5�-
C;re�nt �Ku�bek,���
Recreation Services Manager Print:
Its:
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