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Sponsorship Agreement with Dental Care for Kids 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 SPONSORSHIP AGREEMENT ("Agreement") is made on this 4 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 Dental Care for Kids, whose address is 3235 North Towerbridge Way #200, Meridian, Idaho ("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 13, 2014 installment of the weekly summer CableONE 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 CableONE Movie Night in Meridian 2014 Sponsorship Packet, attached hereto as Exhibit A. 2. Payment. By 5:00 p.m. on April 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 tie following season. City shall make all decisions regarding scheduling. In the event that the CableONE 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 CableONE Movie Night in Meridian, City shall undertake the promotional and advertising efforts enumerated for Single-Night Sponsors in the CableONE Movie Night in Meridian 2014 Sponsorship Packet, attached hereto as Exhibit A. MOVIE NIGHT SINGLE-NIGHT SPONSORSHIP AGREEMENT PAGE 1 of 6 b. Promotional Item Limitations. The sale or distribution of any food, drink, or other romotional item by Sponsor at Sponsor's booth, as allowed in the CableONE Movie p Ni ht in Meridian 2014 Sponsorship Packet attached hereto as Exhibit A, shall not be g ermitted without prior written permission from City. Such permission maybe withheld P or revoked at any time and for any reason. City may also, at any time, require that 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 re-a royal b Cit shall not be considered a waiver of the right to revoke or edit any p pp Y Y such material during the term of this Agreement. Further, Sponsor warrants and re resents that, as to all cor~tert of the video pieces created or produced pursuant to this p 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, 2014, unless earlier terminated by either party by the method established herein. 5. Cancellation; scheduling. The parties acknowledge that the 2014 CableONE 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 CableONE 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, lawful 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 arisin out of or resulting from the use of City's real or personal property by Sponsor or by g S onsor's employees, agents, volunteers, or invitees and not caused by or arising out of the p 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, rowing out of, or in any way connected with or incident to Sponsor's performance of this g 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 Agreemen~. 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. Throughout the course of this Agreement, Sponsor shall comply with any and all applicable federal, state, and local laws. 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 b either art , or a ents of either party, whether oral or written, whether previous to the Y p Y g 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. 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: Snonsor: Christina Gredler Christina@ drbaby2th. com Citv: Colin Moss cmoss @ meridiancity.org Either party may change its a-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: C',,w~ Authorized Representafive Signature CV~ris~,~a ~~II-er Please Print Name CITY OF MERIDIAN: BY: C LG /~ Char h'c ~ou,.~ru, (~owiwi l R MOVn? NIGHT SINGLE-NIGHT SPONSORSHIP ~1~C 1 ~aI~CP ~ Title ~ ~ i~ Date ATTEST: ~, „v~Lyrr . c4"' °I c e~Iolman, City Clerk ~E IDIAN~- ronuo ,IT SEAL ~ - PAGE 5 of 6 VP f y~rEu P0.E Ab~~ Exhibit A CABLEONE MOVIE NIGHT IN MERIDIAN 2014 SPONSORSHIP PACKET Single Night Sponsor For $350 you will receive: • Reco nition as one event's sponsor in all promotional efforts for that event. g • Theo ortunity to promote your business or organization at your movie pp ni ht through product displays, sampling, demonstrations, etc. It is also g encoura ed to organize activities that add to the appeal of your movie night. g Examples include bounce houses, live bands, games, raffles, etc. • Theo ortunity to insert one (1) thirty (30) second advertisement into the pp pre-movie video at your movie night. • Theo ortunity to hang up to two (2) banners no wider than eight (8) feet pp each around the seating area during your show. Banners around seating area must befree-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 nextto your event's listing on the CableONE Movie Night in Meridian page. • Your logo and a link to your website on your movie night's event listing on the Meridian Parks ar~d Recreation page on Facebook. • Your logo next to your event's listing on the Cab1e0NE Movie Night in Meridian flyers that are distributed throughout the season. MOVIE NIGHT SINGLE-NIGHT SPONSORSHIP AGREEMENT PAGE 6 of 6