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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 Advertising Partnership Agreement Page I of 3 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 Advertising Partnership Agreement Page 2 of 3 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: Advertising Partnership Agreement Page 3 of 3