Grant Agreement - Crispin Porter & Bogusky LLC - Grant from Dominos for Patching City Potholes

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DOMINO'S "PAVING FOR PIZZA" AGREEMENT Domino's would like to engage with the City of South Bend, Indiana, by and through it Board of Public Works, (the "City") to improve road conditions by providing funds to fill potholes in accordance with the terms of this Domino's "Paving for Pizza" Agreement ( the "Agreement"). Accordingly, the City and Crispin Porter & Bogusky LLC ("CPB"), 6450 GunPark Drive, Boulder, CO, 80301, as agent for Domino's Pizza LLC. ("Domino's"), agree as follows: Funds: Domino's will provide to City funds in the amount of $5,000 (the "Funds"), payable 1/31/18 provided that this Agreement has been fully executed by City and Domino's and further provided that City is in compliance with this Agreement. Use of Funds: City agrees to use the Funds solely for the purpose of filling potholes in the City. City agrees that the potholes will be filled no later than December 31, 2019. City will provide CPB with the total number of potholes that will be filled using the Funds. Material's Usage: City agrees to film or photograph at least two (2) of the potholes before and after they are filled and provide the film/photographs (collectively, the "Images") to CPB for Domino's use. City agrees that Domino's may use the Images, may identify the City as an "official partner" of the Paving for Pizza Program and may indicate that Domino's provided the City with Funds to fill potholes in the City, in any and all media and materials, anywhere in the world, for any lawful purpose, including without limitation for purposes of advertising and trade, in perpetuity, in connection with Domino's "Paving for Pizza" campaign. Messagin Domino's agrees that messaging or other materials that reference the City and potholes and/or the Paving for Pizza Program (collectively, the "Materials"): (a) will not portray the City in a negative light, nor will the Materials suggest that the City has difficulty filling potholes or has an excessive number of potholes; and (b) will comply with brand protection or compliance guidelines provided by the City to CPB. Accordingly, Agency will provide the Materials to the City for its review so that the City may confirm that the Materials comply with this "Messaging" provision. City agrees that the City will respond to any Agency request for review of Materials within ten (10) business days of receipt of the applicable Materials. If the City believes that any Materials do not comply with this "Messaging" provision, the City agrees to explain its reasons for this belief in writing and with specificity,. If the City does not respond withint ten(10) business days of Agency'es request for review, the applicable Materials will be deemed in compliaince with this "Messaging" provision. Representations and Warranties: The signatories to this Agreement represent and warrant that the signatories have the right, power and authority to enter into and bind the respective parties to the terms of this Agreement. Use of Domino's Came and Trademark: City agrees that City shall not use Domino's name or trademark in any public -facing materials unless City obtains Domino's written approval in each instance. Release: City agrees that City shall have no claim to compensation or benefits (other than as specifically set forth herein) nor any claim arising out of or in connection with this Agreement, including without limitation, any claim in connection with City's use of the Funds, the filling of the potholes, or the use of the Images and City's name.