Sponsorship Agreement with Westside Body Works for CableOne Movie NightMeridian Settlers Park
CABLEONE MOVIE NIGHT IN MERIDIAN
2014 SINGLE-NIGHT SPONSORSHIP AGREEMENT
This CABLEONE MOVIE NIGHT IN MERIDIAN 2014 SINGLE-NIGHT
SPONSORSHIl' AGREEMENT ("Agreement") is made on this 4th Day of March, 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 Westside Body Works, whose address is 210 Fairview Avenue, 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. Single-Night Sponsorship. Throughout the term of this Agreement, Sponsor shall be, and
shall be recognized as, the Single-Night Sponsor of City's June 20`h installment of the weekly
summer Cab1eONE Movie Night in Meridian event series. As such, benefits insuring to
Sponsor throughout the term of this Agreement shall include those enumerated for Single-
Night sponsors in the Cab1eONE Movie Night in Meridian 2014 Sponsorship Packet,
attached hereto as Exhibit A.
2. Payment. By 5:00 p.m. on March 3, 2014, Sponsor shall prepay to City three hundred and
fifty dollars ($350.00). 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 CableONE Movie Night in Meridian program is
discontinued, or the showing is cancelled or shortened before Sponsor's promotional video is
shown, no portion of the amount prepaid shall be refundable, though City shall issue a
raincheck to Sponsor for redemption as a Single-Night Sponsor in the following season. City
shall make all decisions regarding scheduling. In the event that the Cab1eONE Movie Night
in Meridian program is discontinued, or the showing is cancelled or shortened after
Sponsor's promotional video is shown, no portion of the amount prepaid shall be refundable,
and no raincheck shall issue.
3. Promotion.
a. City's efforts. With regard to Cab1eONE Movie Night in Meridian, City shall undertake
the promotional and advertising efforts enumerated for Single-Night Sponsors in the
Cab1eONE Movie Night in Meridian 2014 Sponsorship Packet, attached hereto as Exhibit
A.
MOVIE NIGHT SINGLE-NIGHT SPONSORSHIP AGREEMENT PAGE 1 Of 6
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b. Promotional Item Limitations. The sale or distribution of any food, drink, or other
promotional item by Sponsor at Sponsor's booth, as allowed in the CableONE Movie
Night in Meridian 2014 Sponsorship Packet attached hereto as Exhibit A, shall not be
permitted without prior written permission from City. Such permission may be withheld
or revoked at an time and for any reason. City may also, at any time, require that
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Sponsor discontinue the distribution of any promotional item that City deems to be
negatively impacting concessions sales or deems not to be appropriate.
c. Video production. 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. Further, 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.
4. Term. The term of this agreement shall be from the Effective Date through September 1,
2013, unless earlier terminated by either party by the method established herein.
5. Cancellation; scheduling. The parties acknowledge that the 2014 Cab1e0NE Movie Night
in Meridian event series schedule shall include twelve to fourteen (12-14) weekly movie
showings during June, July, and August, but cancellation of any or all movie showings may
be necessary due to weather or other conditions or circumstances. City shall have sole
responsibility and discretion in scheduling and/or cancelling Cab1e0NE 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 CableONE Movie Night in Meridian, nor the
right to interfere with any person's concurrent, /:awful use of Settlers Park where such
concurrent use does not conflict or interfere with Sponsor's use.
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 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.
MOVIE NIGHT SINGLE-NIGHT SPONSORSHIP AGREEMENT PAGE 2 of 6
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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 Cab1e0NE Movie Night 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.
lo. 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.
1 1. 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
MOVIE NIGHT SINGLE-NIGHT SPONSORSHIP AGREEMENT PAGE 3 of 6
' ' 'n from the use of Cit 's real or personal property by Sponsor or by
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' a ents volunteers, or invitees and not caused by or arising out of the
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tortious conduct of City or its employees or volunteers.
' hall and hereb does, waive any and all claims and recourse against City,
12. Waiver. Sponsors y . ,
' ri ht of contribution for loss and damage to persons or property arising from,
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' of or in an wa connected with or incident to Sponsor's performance of this
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reement whether such loss or damage maybe attributable to known or unknown
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onditions exce t for liabilit arising out of the tortious conduct of City or its officers,
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agents or employees.
13. Taxes. S onsor shall be solely responsible for the payment of taxes owed for any income
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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 erformed in a timely manner. The Parties acknowledge and agree that time is
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strictl of the essence with respect to this Agreement, and that the failure to timely perform
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an of the obis ations hereunder shall constitute a breach of, and a default under, this
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Agreement by the party so failing to perform.
15. Com liance with law. Throughout the course of this Agreement, Sponsor shall comply with
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any and all applicable federal, state, and local laws.
16. Non-discrimination. Throughout the course of this Agreement, Sponsor shall not
discriminate a ainst any person as to race, creed, religion, sex, age, national origin, sexual
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orientation or any physical, mental, or sensory handicap.
17. Entire A reement. This Agreement constitutes the entire understanding between the
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Parties. This A reement supersedes any and all statements, promises, or inducements made
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b either arty, or agents of either party, whether oral or written, whether previous to the
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execution hereof or contemporaneous herewith. The terms of this Agreement may not be
enlar ed, modified or altered except upon written agreement signed by both parties hereto.
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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
revailing party shall be entitled to recover reasonable costs and attorneys' fees, as
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determined by a court of competent jurisdiction, in addition to any other relief awarded.
19. A reement governed by Idaho law. The laws of the State of Idaho shall govern the validity,
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inte retation, 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.
MOVIE NIGHT SINGLE-NIGHT SPONSORSHIP AGREEMENT PAGE 4 Of 6
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.
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:
Mindy Critchlow Colin Moss
mindyC westsidebodyworks.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:
Authorized Representative Signature Tltle
Please Print Name
CITY OF MERIDIAN:
BY:
MOVIE NIGHT SINGLE-NIGHT SPONSORSHIP AGREEMENT
Date
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Exhibit A
CABLEONE MOVIE NIGHT IN MERIDIAN 2014 SPONSORSHIP PACKET
Single Night Sponsor
For $350 you will receive:
• Recognition as one event's sponsor in all promotional efforts for that event.
• The opportunity to promote your business or organization at your movie
night through product displays, sampling, demonstrations, etc. It is also
encouraged to organize activities that add to the appeal of your movie night.
Examples include bounce houses, live bands, games, raffles, etc.
• The opportunity to insert one (1) thirty (30) second advertisement into the
pre-movie video at your movie night.
• The opportunity to hang up to two (2) banners no wider than eight (8) feet
each around the seating area during your show. Banners around seating area
must be free-standing. There will be no fences, trees, buildings, etc around
the seating area to hang your banner on.
• Your logo linked to your website on the City of Meridian website next to
your event's listing on the Cab1eONE Movie Night in Meridian page.
• Your logo and a link to your website on your movie night's event listing on
the Meridian Parks and Recreation page on Facebook.
• Your logo next to your event's listing on the Cab1eONE Movie Night in
Meridian flyers that are distributed throughout the season.
MOVIE NIGHT SINGLE-NIGHT SPONSORSHIP AGREEMENT PAGE 6 of 6