Loading...
HomeMy WebLinkAbout26-117 - Contract - Bisnow - Event SponsorshipDocusign Envelope ID: 78F72667-1AC0-4E73-87EA-8F71BED20D66 (All ..uiIA(„)E.1” I EVEll'P, EE1 bXi EVENT SPONSORSHIP ORDER City of Tukwila 26-117 Council Approval N/A 123 William Street Floor 15 New York, NY 10038 PO Number Bisnow Sales Rep Max Stein Sale Closed Date April 24, 2026 Company Agency Marketing Contact Name City of Tukwila Derek Speck Marketing Contact Phone Number 206-433-1832 Marketing Contact Email derek.speck@tukwilawa.gov Campaign Start Date November 2, 2026 Campaign End Date Campaign Notes November 30, 2026 N/A Product / Package Publication / Target Publish Notes Quantity / Rate Amount Event Date / Event Date Impressions Video Commercial BMAC PacNW November, 2026* - 2 minute video 1.00 $5,000.00 $5,000.00 (Multifamily) - commercial Seattle'26 presentation delivered before a panel of your choosing - A 6 -foot marketing booth set up in the networking area - Access to attendee list Digital promotion Gracious thank -you from our emcee - All other booth sponsorship deliverables - 4 complimentary tickets *Asterisk indicates an event's anticipated month. Date to be confirmed. Docusign Envelope ID: 78F72667-1AC0-4E73-87EA-8F71BED20D66 1d4 ZF-WA►IsX*A►Iol00Col FP These terms and conditions ("Terms and Conditions") and the above Event Sponsorship Order ("Order") between Bisnow, LLC ("Bisnow") and the Company identified in the Order (each, a "Party" and together, the "Parties") shall govern the performance and obligations of the Parties related to the Order (these Terms and Conditions and the Order are together the "Agreement"). Capitalized terms used and not otherwise defined in these Terms and Conditions shall have the meaning ascribed to such terms in the Order. Sponsorship ("Sponsorship") refers to the marketing and promotional opportunities provided to the Company in connection with an Event, including on-site branding, speaking engagements, networking sponsorships, and digital or print promotional activities to enhance visibility and engagement with Event attendees. Event ("Event") refers to any live, virtual, or hybrid gathering organized or hosted by Bisnow, including but not limited to conferences, networking sessions, social gatherings, retreats, or similar activities. Retreats ("Retreats") refers to products and/or sponsorships of Bisnow's invite -only executive events, including Elevate, Ascent, Escape and the Retreats Cocktail/Diner Series. EVENT SPONSORSHIP Company will provide Sponsorship of the Event. Subject to the terms and conditions of this Agreement, Bisnow shall create, program, advertise, market, promote and manage the Event as described on the Order and/or Addendum(s). Unless differing quantities are specified in the Bisnow Products section above, Company shall be entitled to complimentary tickets for the Event(s) of their sponsorship at the following quantities: Ten (10) tickets for Raw Space, Host Sponsorships or Presenting Sponsorships; Five (5) tickets for on-stage speaking positions (e.g. Panelist, Moderator or Remarks from the Podium sponsorships); Most other sponsorships include at least two (2) tickets, however add-on sponsorships may not include additional tickets. Attendee information must be registered with Bisnow using the client registration portal URL provided by a Bisnow account manager. Registration closes 48 hours ahead of each event. Non -registered guests may be charged on-site admission rates. The Bisnow Products designated as "Panelist" and "Moderator" generally include, but are not limited to, the following deliverables: participation in panel at designated event, complimentary guest tickets, an on-site booth, and, whenever feasible, a digital announcement detailing the speaker's involvement. The scheduling of the digital announcement in Bisnow publications shall be at the sole discretion of Bisnow, subject to available inventory, resources, and time constraints, and shall utilize Bisnow's standard marketing language. If requested, Company is required to provide any content intended for display on Bisnow.com or in digital announcements by the specific deadline communicated by Bisnow staff, which may vary depending on the use and the date of the event. Bisnow Products including but not limited to "Panelist," "Moderator" and "Remarks from the Podium" involving speaking from the stage. As such, Company and any on-stage representatives it sends acknowledge that Bisnow events are considered public and on -the -record. Bisnow-authorized video, photography, and audio recording may be present. Any recordings are to be used by Bisnow and Bisnow retains the rights to use these for news, post -event summaries, recaps, marketing and in other products for their sole business use, as outlined in the Terms and Conditions: https://www.bisnow.com/legal/terms Products with the title Bulk Ticket Credit are subject to the Terms of Use outlined at https://www.bisnow.com/legal/terms. Clients purchasing this product shall receive credits for use at Bisnow events valued at 12011/o of the Rate denoted in the Bisnow Products section above. Credits are redeemable on Bisnow.com for tickets at their current rate at the time of redemption. All rules of standard ticket purchases apply, and all redemptions are final. No refunds shall be made available if the registered ticket holder does not attend the event on-site after redeeming credit. Credits must be redeemed within, and expire following, twelve (12) months from the date of contract signature or twelve (12) months following the "Target Publish / Event Date" denoted in the Bisnow Products section above, whichever is later. No refunds shall be issued for unused credits at any time. As applicable, Company will send Bisnow any requisite, correctly sized digital Advertising creative materials at least five business days before the scheduled publish date. Company's failure to provide Bisnow with digital Advertising creative materials before such time will release Bisnow from any and all obligations to publish such digital Advertising and at Bisnow's discretion, any rate discount may be forfeited and Company may be charged in full, regardless of whether or not the piece is published. Due to the inherent uncertainty of event production, attendees and speakers, Bisnow makes no guarantees, representations or warranties with regards to Event (i) attendance; (ii) panelist speaking time; (iii) venue; (iv) speaker drop-out; (v) ticket price; (vi) sponsorships; (vii) editorial content; and/or (viii) extent of marketing. Any person attending the Event on behalf of Company shall be deemed to have agreed to the standard terms and conditions outlined at https://www.bisnow.com/legal/terms that Event attendees are subject to when purchasing a ticket for the Event. Company will notify such Company attendee(s) of these terms and conditions in advance of the Event. At its discretion Bisnow may, for any reason (i) cancel Company's Event Sponsorship, (ii) cancel the Event, (iii) reschedule the Event and/or (iv) change the Event from a live Event to a virtual Event or from a virtual Event to a live Event. If the Event is rescheduled, Bisnow will provide Company with reasonable notice of the new date. Retreat conference products may not be canceled. If Company cancels an Event Sponsorship fewer than 60 days prior to the Event Date, Company will be responsible for the amount payable to Bisnow with respect to the Event Sponsorship. If Bisnow cancels Company's Event Sponsorship or cancels (and does not reschedule) the Event, Bisnow's sole responsibility to Company will be (x) to notify Company of such cancellation; and (y) to refund amounts already paid to Bisnow by Company for the Event Sponsorship, unless both Parties agree in writing (email to suffice) to apply such Docusign Envelope ID: 78F72667-1AC0-4E73-87EA-8F71BED20D66 amount to a future event. Company's failure to use the Event Sponsorship or otherwise unassigned sponsorships by Campaign End Date will release Bisnow from any and all obligations in this Agreement to provide Company with sponsorships. Company will be responsible for payment of all sponsorships. GENERALTERMS As full compensation for the rights and/or services identified in the Order, Company will pay Bisnow the Total Campaign Price on the payment terms specified in the Order under Payment Terms and Authorization. Payment is due 30 days from the date of invoice. Discounts on Bisnow products, both digital and event based, are only valid on the entirety of the original agreed upon package. Company cannot convert or switch one Bisnow product into or for another Bisnow product without a new agreement signed by both Parties. Products or Orders may not be split between multiple Companies without Bisnow approval and without signed agreements from both parties. Should an order be changed, reduced or partially cancelled, Bisnow reserves the right to amend the Billing Schedule. Notwithstanding the Billing Schedule denoted below, products labeled Bulk Ticket Credit or Biscred shall always be invoiced upfront, in full, 30 days before service is scheduled to begin, due 30 days from the date of invoice. Pricing on this Order shall be honored if the Order is signed and returned within 15 days, or before the first day of the next milestone date (January 1, April 1, July 1, or September 1), or the next November 15 (applicable to digital products,) whichever is sooner, beginning April 24, 2026. If Company does not sign and return this Order within the time allotted, any discounting or adjustments previously applied may be excluded and a revised Order may be issued by Bisnow. The term (the "Term") of this agreement shall commence on the date hereof and end on the Campaign End Date or Event date, as applicable. Company hereby grants Bisnow a non-exclusive, non -transferable, non-sublicensable right and license to use trademarks, tradenames, and logo designs (collectively "Materials") of the Company and Company descriptions as necessary for Bisnow to provide the services contemplated by this Agreement. Bisnow hereby grants Company, a non-exclusive, non -transferable, non-sublicensable right and license to use Materials of Bisnow and Bisnow descriptions during the Term in its advertising, marketing, and promotional materials to identify and promote its association with Bisnow. If either Party is notified in writing (e-mail to suffice) by the other Party that any use of the other Party's Materials does not comply with the other Party's trademark usage guidelines, such Party shall promptly remedy the use to the reasonable satisfaction of the other Party. Neither Party shall use, register, or attempt to register in any jurisdiction any Material that is confusingly similar to or incorporates any of the other Party's Materials. All uses of a Party's Materials, and all goodwill associated therewith, shall inure solely to the benefit of such Party, and each Party shall retain all right, title, and interest in and to its respective Materials. During the Term, Bisnow and Company shall maintain insurance customarily secured for services to be provided by Bisnow under this Agreement. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (ii) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (iii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary action of the Party; and (iv) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms. Each Party further represents that the use of the other Party's Materials, when used in accordance with this Agreement will not infringe, misappropriate, or otherwise violate any rights of any third party. In the event an order is placed by an advertising or other agent of Company ("Agency") on behalf of Company, such Agency warrants and represents that it has full right and authority to place such and that all legal obligations arising out of the placement of the advertisement will be binding on both Company and Agency. Bisnow shall indemnify and hold Company and its affiliates, directors, officers, agents and employees harmless from and against any and all liabilities, claims, suits, damages, judgments, costs and expenses, including reasonable attorneys' fees ("Claims") arising out of third party Claims relating to (i) Bisnow's gross negligence or willful misconduct in connection with (A) the event -related activities or (B) Advertising (to the extent the content originated from Bisnow or its employees or agents); and (ii) Bisnow's material breach of any representation, warranty, covenant, or obligation of Bisnow under this Agreement, excluding Claims arising out of exposure, transmission or contracting of contagious diseases including the 2019 novel coronavirus disease ("COVID-19"). This paragraph will survive the expiration or termination of this Agreement. Company shall indemnify and hold Bisnow and its affiliates, directors, officers, agents and employees harmless from and against any and all Claims arising out of third party Claims (including those of Company employees, contractors, agents or other representatives), relating (i) to the Company's gross negligence or willful misconduct in connection with the Sponsorship (including, if applicable, events occurring or conditions existing at an event venue) and (ii) Company's material breach of any representation, warranty, covenant, or obligation of Company under this Agreement. This paragraph will survive the expiration or termination of this Agreement. BISNOW MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION TO COMPANY THAT OPERATION OF ANY WEBSITE CONTAINING ADVERTISING WILL BE UNINTERRUPTED, HAVE FULL FUNCTIONALITY AT ALL TIMES, OR BE ERROR FREE. BISNOW WILL NOT BE LIABLE FOR CONSEQUENCES RESULTING FROM ANY WEBSITE INTERRUPTION OF SERVICE, MALFUNCTION OR ERROR. BISNOW MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION TO COMPANY THAT ANY ADVERTISING OR OTHER Docusign Envelope ID: 78F72667-1AC0-4E73-87EA-8F71BED20D66 COMMUNICATION (INCLUDING BY EMAIL) WILL BE RECEIVED BY THE INTENDED RECIPIENT OR RECEIVED BY THE INTENDED RECIPIENT IN ANY PARTICULAR TIME FRAME. Except as otherwise provided for in this Agreement, in no event shall either Party be liable to the other Party for any incidental, special, exemplary, consequential or other similar damages, including loss of income, profits, revenue or other economic loss, whether or not such Party has been advised of the possibility of such damages and whether any claim for recovery is based on theories of contract, warranty, tort or otherwise. Notwithstanding anything in this Agreement to the contrary, in no event will a Party's aggregate liability to the other Party not covered by insurance exceed the Total Campaign Price (if the Total Campaign Price is not specified, such aggregate liability not covered by insurance shall not exceed $50,000). Neither Party will be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any: (i) acts of God; (ii) flood, fire, or explosion; (iii) war, terrorism, invasion, riot, or other civil unrest; (iv) embargoes or blockades in effect on or after the date of this Agreement; (v) national or regional emergency; (vi) strikes, labor stoppages or slowdowns, or other industrial disturbances; (vii) passage of law or governmental order, rule, regulation, or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota, or other restriction or prohibition; (viii) national or regional shortage of adequate power, telecommunications, or transportation facilities; or (ix) epidemics, including a COVID-19 epidemic, which arose or the situation materially worsened since the execution of this Contract (each of the foregoing, a "Force Majeure"), in each case, provided that (A) such event is outside the reasonable control of the affected Party; (B) the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue; and (C) the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure. In the event of a Force Majeure, Bisnow shall have the right to reschedule the date of such Event in which case both parties shall continue to fulfill the terms of this Agreement. Unless otherwise specified in this Agreement, email notice to Bisnow will be sent to the Bisnow Representative and email notice to Company will be sent to the Marketing Contact Email. The date of such notice will be the date the notice is transmitted. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. This Agreement, together with a written agreement for the use of a premises for an Event, if any and if applicable, constitutes the entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. Unless otherwise agreed to in writing by the Parties, the terms of this Agreement will supersede any agreement for the use of a premises for an Event. This Agreement is for the sole benefit of the parties hereto and their respective successors and assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the City of New York and County of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Addendum A [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Docusign Envelope ID: 78F72667-1AC0-4E73-87EA-8F71BED20D66 This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Accounts Payable Contact Name Derek Speck Accounts Payable Contact Phone 206-433-1832 Account Payable Contact Email derek.speck@tukwilawa.gov Total Campaign Price $5,000.00 Currency USD Trade Value (if applicable) Trade Details (if applicable) Billing Schedule Billed Monthly Upon Delivery Note: Select products are subject to upfront invoicing. Seethe General Terms section of this Agreement for details. Custom Billing Instructions (if any) Payment Options Invoices may be paid via the following standard payment methods: ACH, Wire Transfer and Check. Invoices paid using non-standard payment methods (e.g. credit card) incur a 3% convenience fee added to the Total Invoice Amount.