Sponsorship Agreement with Commercial Tire for Christmas in MeridianCHRISTMAS IN MERIDIAN
2014 SPONSORSHIP AGREEMENT
This CHRISTMAS IN MERIDIAN 2014 SPONSORSHIP AGREEMENT ("Agreement") is
made on this 30 day of November, 2014 ("Effective Date"), by and between the City of Meridian, a
municipal corporation organized under the laws of the state of Idaho, whose address is 33 E. Broadway
Avenue, Meridian, Idaho ("City"), and Commercial Tire, whose address is 2095 East Commercial
Street, Meridian, Idaho 83642 ("Sponsor"). For good and valuable consideration and in consideration
of the mutual promises and covenants herein contained, City and Sponsor agree as follows:
1. Sponsorship. Throughout the term of this Agreement, Sponsor shall be, and shall be recognized
as, a 2014 Sponsor of City's Christmas in Meridian events. The specific sponsor position and
benefits insured to Sponsor throughout the term of this Agreement shall be attached hereto as
Exhibit A.
2. Payment. By 5:00 p.m. on October 24, 2014, Sponsor shall prepay to City five hundred dollars
($500.00). In the event the Sponsor fails to pay this amount in full in a timely manner as provided
herein, City may terminate this Agreement in the manner therefor as set forth herein. In the event
that the Christmas in Meridian program is discontinued or shortened for any reason, no portion of
the amount prepaid shall be refundable.
3. Promotion.
a. City's efforts. With regard to Christmas in Meridian, City shall undertake the promotional and
advertising efforts enumerated for sponsors in the Christmas in Meridian 2014 Sponsorship
Packet, attached hereto as Exhibit A.
4. Term. The term of this agreement shall be from the Effective Date through December 31, 2014,
unless earlier terminated by either party by the method established herein.
5. Cancellation; scheduling. The parties acknowledge that the 2014 Christmas in Meridian schedule
shall include the Winter Lights Parade, Downtown Business Decorating Contest and Children's
Winterland Festival events, but cancellation of any or all may be necessary due to weather or other
conditions or circumstances. City shall have sole responsibility and discretion in scheduling and/or
cancelling Christmas in Meridian events and activities related thereto, including any and all related
activities by Sponsor.
6. Insurance Sponsor's responsibility. City shall not provide insurance to cover loss, theft, or
damage of any equipment, materials, or personnel used or employed by Sponsor in the furtherance
of this Agreement, or to cover any activity undertaken by Sponsor in the exercise of the rights or
the furtherance of the obligations described herein. Any and all insurance of each party's
CHRISTMAS IN MERIDIAN SPONSORSHIP AGREEMENT PAGE 1 of 5
respective property and personnel shall be the sole responsibility of that party. Sponsor shall
obtain all necessary insurance as may be required in order to protect Sponsor's insurable interests
for Sponsor's rights and obligations described within this Agreement, including, but not limited to,
liability insurance, automobile insurance, worker's compensation insurance, and/or property
insurance.
7. Use of City's name, logo. City hereby conveys to Sponsor permission to use City's name for
purposes of advertising, marketing, and public information, without violation of City's rights of
privacy or any other rights City may possess under this Agreement, provided that Sponsor shall not
use City's logo for any purpose without the express, written permission of the Mayor's Executive
Assistant.
8. Termination.
a. Termination for cause. If either Party determines that the other has failed to comply with -any
term or condition of this Agreement, violated any of the covenants, agreements, and/or
stipulations of this Agreement, engaged in any act of misconduct in the performance of this
Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material
obligations under this Agreement, the other Party shall have the right to terminate the
Agreement by giving written notice to the defaulting party of its intent to terminate, and shall
specify the grounds for termination. The defaulting party shall have two (2) days after such
notice is sent to cure the default. If the default is not cured within such period, this Agreement
shall be terminated upon written notice of such termination by the terminating party.
b. No compensation upon termination. In the event of termination, neither Party shall be
entitled to compensation or damages for any equipment or materials provided pursuant to this
Agreement or obligations incurred in furtherance of the rights conveyed by this Agreement.
9. Photography and recording. City shall be authorized to photograph, record, video tape,
reproduce, transmit, or disseminate, in or from Christmas in Meridian, all related activities for
educational and public information purposes. City shall not be responsible for the actions of
persons who are not under its employment or control.
10. Relationship of Parties. It is the express intention of Parties that Sponsor is an independent
contractor and not an employee, agent, joint venturer, or partner of City. Nothing in this
Agreement shall be interpreted or construed as creating or establishing the relationship of employer
and employee between Sponsor and City or between Sponsor and any official, agent, or employee
of City. Both parties acknowledge that Sponsor is not an employee of City. Sponsor shall retain
the right to perform services for others during the term of this Agreement. Sponsor shall have no
authority or responsibility to exercise any rights or power vested in City. The selection and
designation of the personnel of City in the performance of this agreement shall be made by City.
11. Indemnification. Sponsor specifically indemnifies City and holds City harmless from any loss,
liability, claim, judgment, or action for damages or injury to Sponsor, to Sponsor's personal
property or equipment, and to Sponsor's employees, agents, or volunteers arising out of or
resulting from the condition of City's real or personal property or any lack of maintenance or repair
thereon, and not caused by or arising out of the tortious conduct of City or its employees. Sponsor
further agrees to indemnify and hold City harmless from any loss, liability, claim or action from
damages or injuries to persons or property in any way arising out of or resulting from the use of
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City's real or personal property by Sponsor or by Sponsor's employees, agents, volunteers, or
invitees and not caused by or arising out of the tortious conduct of City or its employees or
volunteers.
12. Waiver. Sponsor shall, and hereby does, waive any and all claims and recourse against City,
including the right of contribution for loss and damage to persons or property arising from,
growing out of, or in any way connected with or incident to Sponsor's performance of this
Agreement, whether such loss or damage may be attributable to known or unknown conditions,
except for liability arising out of the tortious conduct of City or its officers, agents or employees.
13. Taxes. Sponsor shall be solely responsible for the payment of taxes owed for any income realized
as the result of activities undertaken pursuant or related to this Agreement.
14. Time of the essence. Sponsor acknowledges that services provided under this Agreement shall be
performed in a timely manner. The Parties acknowledge and agree that time is strictly of the
essence with respect to this Agreement, and that the failure to timely perform any of the obligations
hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to
perform.
15. Compliance with law and event rules. Throughout the course of this Agreement, Sponsor shall
comply with any and all applicable federal, state, and local laws. Sponsor shall also comply with
all written rules and regulations that govern Christmas in Meridian events in which they are
participating including but not limited to Winter Lights Parade rules and regulations.
16. Non-discrimination. Throughout the course of this Agreement, Sponsor shall not discriminate
against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any
physical, mental, or sensory handicap.
17. Entire Agreement. This Agreement constitutes the entire understanding between the Parties.
This Agreement supersedes any and all statements, promises, or inducements made by either party,
or agents of either party, whether oral or written, whether previous to the execution hereof or
contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered
except upon written agreement signed by both parties hereto.
18. Costs and attorneys' fees. If either party brings any action or proceedings to enforce, protect or
establish any right or remedy under the terms and conditions of this Agreement, the prevailing
party shall be entitled to recover reasonable costs and attorneys' fees, as determined by a court of
competent jurisdiction, in addition to any other relief awarded.
19. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity,
interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of
Ada County, Idaho.
20. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative
and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any
remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy.
21. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to
be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected.
CHRISTMAS IN MERIDIAN SPONSORSHIP AGREEMENT PAGE 3 of 5
22. No assignment. Sponsor shall not assign, sublet, subcontract, or transfer its rights or
responsibilities hereunder without the express written consent of City. Should Sponsor cease to
exist in its current form, this Agreement and all rights granted to Sponsor hereunder shall be void.
23. Notice. Any and all notice required to be provided by either of the Parties hereto, unless otherwise
stated in this Agreement, shall be in writing and shall be deemed communicated upon sending an e-
mail message, addressed as follows:
Sponsor: City:
Karen Gauthier Colin Moss
kgauthier@commercialtire.com cmoss@meridiancity.org
Either party may change its e-mail address for the purpose of this paragraph by giving written
notice of such change in the manner herein provided.
24. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof
as if the exhibits were set forth in their entirety herein.
25. Warranty of authority. The undersigned expressly warrants that, to the extent set forth herein, he
is duly authorized to act as the representative and agent of Sponsor. The undersigned further
warrants that he is authorized to bind Sponsor to the obligations set forth herein, and to accept the
liabilities as established herein on behalf of Sponsor.
SPONSOR:
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Date
CITY OF MERIDIAN: ATTEST:
BY:
Tammy de eamity ofrd, Mayor Jaycee liolman, City Clerk
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CHRISTMAS IN MERIDIAN SPONSORSHIP AGREEMENT PAGE 4 of 5
Exhibit A
2014 CHRISTMAS IN MERIDIAN SPONSORSHIP PACKET
.� M
• Recognition in all media as the Center Stage Sponsor for the Winter Lights
Parade. Positioned as "Center Stage sponsored by [Business Name]." Center
Stage will be located in Generations Plaza and wiil,house the parade emcees and
judges.
• Your logo with a link to your website on the Christmas in Meridian website
recognized as the Center Stage Sponsor.
• Your logo and a link to your website in all Christmas in Meridian e-mail blasts
sent to our distribution list of over 9,000 e-mail addresses.
• Your logo and a link to your website on the Christmas in Meridian event listing
on the Meridian Parks and Recreation page on Facebook.
• The opportunity to hang one banner no wider than eight feet on the Center
Stage.
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