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Movie Night 2017-2021 Title sponsorship CableOneMOVIE NIGHT IN MERIDIAN 2017-2021 TITLE SPONSORSHIP AGREEMENT This MOVIE NIGHT IN MERIDIAN 2017-2021 TITWa, ONSORSHIP AGREEMENT ("Agreement") is made on this day of Ja017 ("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 Cable ONE, a corporation organized under the laws of the state of Delaware, whose local address is 2101 E. Karcher Road, Nampa, Idaho ("Sponsor"). WHEREAS, City, by and through the Meridian Parks and Recreation Department, hosts Movie Night in Meridian, a weekly outdoor movie event series, every Friday evening in June, July, and August, at Settlers Park; and WHEREAS, Cable ONE desires to continue serving as the title sponsor of Movie Night in Meridian; and WHEREAS, the City Council of the City of Meridian finds that it is in the best interest of the City of Meridian to enter into this Agreement with Cable ONE; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein contained, and in consideration of the recitals above, which are incorporated herein, City and Sponsor agree as follows: I. RIGHTS AND RESPONSIBILITIES OF SPONSOR A. Title Sponsorship, Throughout the term of this Agreement, Sponsor shall be, and shall be recognized as, the Title Sponsor of City's weekly summer Movie Night event series. As such, benefits inuring to Sponsor throughout the term of this Agreement shall include: 1. Within the limits of City's control and for the duration of this Agreement, in all promotional materials and presentations, City's weekly summer Movie Night event series shall be referenced as "Cable ONE Movie Night in Meridian." 2. As to Cable ONE Movie Night in Meridian, Sponsor shall be entitled to sponsorship exclusivity in the business categories for which it provides products and services. 3. Sponsor may provide one (1) video advertisement promoting Sponsor, thirty (30) seconds in duration, for broadcast following the welcoming video at each Cable ONE Movie Night in Meridian. 4. Sponsor may set up a promotional display in Settlers Park at each Cable ONE Movie Night in Meridian. MOVIE NIGHT TITLE SPONSORSHIP AGREEMENT PAGE 1 of 7 5. Sponsor may place one (1) banner no wider than eight feet (8') for display on the movie screen, and two (2) free-standing banners no wider than eight feet (8') for display around the seating area. B. Sponsor payment. Sponsor shall pay City ten thousand dollars ($10,000), representing the cost to City to purchase one (1) theater duality outdoor projector. C. Welcoming video. Sponsor shall, in coordination with City staff, produce and have available for City staff to pick up by 12:00 p.m. (noon), on the day of each and every Cable ONE Movie Night in Meridian, a video of approximately two (2) minutes in duration welcoming the crowd to Cable ONE Movie Night, to include Sponsor's thirty- second video advertisement, two (2) thirty-second video advertisements promoting that year's presenting sponsors, and a thirty-second video of that week's single -night sponsor, Sponsor acknowledges that the venue at which the welcoming video will be played is a public place and that all members of the public shall be invited to attend, To this end, all material shown shall be appropriate for all ages, values, and sensibilities. Sponsor shall ensure that the welcoming video does not include language, behavior, or other messaging that is profane, sexual, violent, or discriminatory, or that otherwise violates City policy or order of the Director of the Meridian Parks and Recreation Department. D. 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 Chief of Staff. 11. RIGHTS AND RESPONSIBILITIES OF CITY A. Promotion. With regard to Cable ONE Movie Night in Meridian, City shall undertake the following promotional and advertising efforts: 1. Advertisement in the Meridian Parks & Recreation Spring/Summer Activity Guide, newspaper, radio, e-mail messaging, and online social media, as permitted by movie licensing rights, 2. Sponsor's logo and a link to Sponsor's website shall be displayed on the page on the City's webpage listing the Cable ONE Movie Night in Meridian schedule, 3. Sponsor's logo and a link to Sponsor's website shall be displayed on the page on the City's webpage listing the most recently available Cable ONE Movie Night in Meridian schedule throughout the term of this Agreement, 4, Sponsor's logo and a link to Sponsor's website shall be posted on the City of Meridian Parks and Recreation Department page on Pacebook. MOVIE NiGHTTITLE SPONSORSHIP AGREEMENT PAGE 2 of 7 5. Where possible, Sponsor's logo shall be posted at the top of Cable ONE Movie Night in Meridian flyers and literature. III. GR NERAL PROVISIONS A. Term. The term of this license shall be from the Effective Date through September 1, 2021, unless earlier terminated by either party by the method established herein. R Cancellation; scheduling. The parties acknowledge that each Cable ONE Movie Night in Meridian event series schedule shall include twelve to fourteen (12-14) weekly movie showings during June, July, and August, but cancellation may be necessary due to weather or other conditions or circumstances. City shall have sole responsibility and discretion in scheduling and/or cancelling Cable ONE Movie Night in Meridian and all movies and activities related thereto, including any and all related activities by Sponsor. The parties hereto expressly acknowledge that Settlers Park is a public space, the management and scheduling of which shall at all times be within the sole purview of City. Any right or privilege granted to Sponsor by this Agreement shall include neither the right to exclude any law-abiding person from Cable ONE Movie Night in Meridian, nor the right to interfere with any person's concurrent, lawful use of Settlers Park where such concurrent use does not conflict or interfere with Sponsor's use. C. Insurance Sponsor's responsibility. City shall not provide insurance to cover loss, theft, or damage of any equipment or materials used 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 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. D. Termination. 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 thirty (30) days after receipt of such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated upon mailing of written notice of such termination by the terminating party. MOVIE NIGHT TITLE SPONSORSHIP AGREEMENT PAGE 3 of 7 2. Termination without cause. Either party may terminate this Agreement for any reason or without cause by providing to the other party three hundred sixty-five {365} days' written notice. 3. Compensation upon termination. In the event City terminates this Agreement without cause prior to January 1, 2019, City shall offer to Sponsor a prorated reimbursement, up to $5,000. In the event of termination by either party after January 1, 2019, whether for or without cause, 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. Upon termination by either party, whether for or without cause, at any time, all equipment purchased by City for Cable ONE Movie Night in Meridian or in furtherance of this Agreement, including the Open Air Cinema thirty-foot Open Air Elite Screen Package and any and all products and equipment purchased by City under or related to this Agreement, shall remain the property of City. All finished and unfinished video footage, audio recordings, artwork, written materials, and/or any and all other work products prepared and submitted or prepared for submission under this Agreement shall remain the property of Sponsor. Notwithstanding this provision, neither party shall be relieved of any liability for damages sustained by the other attributable to a breach of this Agreement. E. Video production. 1. Approval by City. City, in its sole discretion, may edit, reduce, cancel, or reject, at any time, any audio, video, or written material submitted, used, or created by Sponsor, Any pre -approval by City shall not be considered a waiver of the right to revoke or edit any such material during the term of this Agreement. 2. Indemnity. Sponsor warrants and represents that, as to all content of the video pieces created or produced pursuant to this Agreement, Sponsor shall, and hereby agrees to, indemnify, defend and hold harmless City from all claims, suits, judgments, proceedings, losses, damages, costs, and expenses, of any nature whatsoever, including attorneys' fees, for which the City may become liable by reason of City's displaying of Sponsor's audio or video copy, artwork, or other content, including but not limited to claims for libel, violation of privacy, plagiarism, or copyright violations. F. 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. MOVIE NIGHT TITLE SPONSORSHIP AGREEMENT. PAGE 4 of 7 G. 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 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. H. 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. 1. 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. J. 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. K. Compliance with law. Throughout the course of this Agreement, Sponsor shall comply with any and all applicable federal, state, and local laws. L. 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. M. 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. N. 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 MOVIE NIGHT TITLE SPONSORSHIP AGREEMENT PAGE 5 of 7 attorneys' fees, as determined by a court of competent jurisdiction, in addition to any other relief awarded. O. 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, P. 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. Q. 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. R. 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. S. 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 mailing by United States Mail, addressed as follows: Sponsor: Cheryl Goettsche, General Manager CableONE 2101 E. Karcher Road Nampa, Idaho 83687 City Renee White, Recreation Coordinator City of Meridian 33 E. Broadway Ave. Meridian, Idaho 83642 Either party may change its address for the purpose of this paragraph by giving written notice of such change in the manner herein provided. T. Entire agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements, leases, or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. U. 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. V. Non -Appropriation. The Parties acknowledge and agree that the validity of this Agreement is based upon the availability of public funding under the authority of City's statutory mandates. W. 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 MOVIE NIGHTTITLE SPONSORSHIP AGREEMENT PAGE 6 of 7 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. X. City Council approval (required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement; Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of January, 2017, SPONSOR: 5/ (7 Ch tsche, General Manager — West Valley ID CITY OF MERIDIAN: Tammy de )Key i, Mayor ATTEST: ���jCD AUGU � ti c,w oe C..J . oles, City Clerk MOVIE NIGHT TITLE SPONSORSHIP AGREEMENT PAGE 7 of 7