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Home My WebLink About16-071 - Seattle Southside Regional Tourism Authority - Asset Transfer Agreement16 -071 Council Approval 5/16/16 ASSET TRANSFER AGREEMENT THIS ASSET TRANSFER AGREEMENT (the "Agreement "), effective and dated as of IV j'AP , 2016, between the City of Tukwila, Washington, a municipal corporation organized under the laws of the State of Washington (the "City "), and the Seattle Southside Regional Tourism Authority, a public corporation chartered by the City of SeaTac pursuant to RCW 35.21.730 et. seq. (the "Authority "). RECITALS: WHEREAS, the City has previously administered regional tourism promotion through the Seattle Southside Visitor Services ( "SSVS "), a tourism program of the City; and WHEREAS, the City, through SSVS, provided tourism services to the Cities of SeaTac and Des Moines; and WHEREAS, the City ceased operating SSVS effective December 31, 2015; and WHEREAS, the Authority has been created pursuant to an Interlocal Agreement for the Joint Establishment of a Tourism Promotion Area among the City, the City of SeaTac, and the City of Des Moines, Washington (the "Component Cities ") in accordance with chapter 35.101 RCW (the "Interlocal Agreement "); and WHEREAS, the tourism promotion services and coordination previously performed by SSVS will be assumed and expanded by the Authority as of January 1, 2016 (the "Transfer Date "); and WHEREAS, pursuant to Section 7 of the Interlocal Agreement, the Component Cities agreed to execute such agreements with the Authority for the transfer of assets, equipment, and intellectual property (including the SSVS "brand ") used by SSVS to accomplish the purposes of the Authority, as determined to be necessary by the Authority to accomplish its purposes, and to use best efforts to assist in the transition of such services, assets, equipment, and property at no cost to the Authority; and WHEREAS, the City and the Authority desire to specify the disposition of various assets currently owned or held by the City as part of its tourist promotion responsibilities, which will be transferred to the Authority pursuant to RCW 35.21.730(1) in furtherance of its tourism promotion responsibilities for the benefit of the Component Cities; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree, as follows: I 51-03-01-6Y Tv-euu)-J SECTION 1. CITY PERSONAL PROPERTY TRANSFER. A. The City currently owns (in full or in part) or holds various personal property including furniture and equipment, located at 3100 S. 176th Street, SeaTac, WA, 98188 and at the Visitor Information Kiosk located within Westfield Southcenter, that is used by SSVS in the coordination and promotion of tourism activities (the "Property "). Attached hereto as Exhibit A is a partial list of the Property, which list is intended to illustrate the scope and approximate quantity of the Property, but not to be a definitive inventory thereof. On or before the Transfer Date, the City agrees to transfer and the Authority agrees to accept the City's ownership interests in the Property, as is and in its current condition. Upon such transfer, the Authority shall own and have responsibility for the condition and use of the Property, and the City shall have no responsibility or liability with respect thereto. B. The City makes no explicit or implied warranties, representations, or guarantees regarding the condition of the Property. The Authority acknowledges that it has been provided an opportunity to inspect and view the Property and that it accepts the Property AS IS. SECTION 2. CITY INTELLECTUAL PROPERTY TRANSFER. The City currently has ownership interest (in full or in part) in various intellectual property currently used by SSVS ( "SSVS IP "). On or before the Transfer Date, the City agrees to transfer and the Authority agrees to accept the City' s ownership interests in the SSVS IP, with the following exceptions, which shall remain the property of the City: A. Any intellectual property developed prior to January 31, 2002 (the effective date of the interlocal agreement between the City and the City of SeaTac for tourism promotion services); and B. Any intellectual property developed only for City - specific marketing, including but not limited to, "Think Tukwila," "Tukwila Life ", and the Rock `N' Roll Marathon. SECTION 3. EXISTING CONTRACTS. The City currently is under contract with various vendors for equipment related to tourism coordination and promotion. With the exception of a contract with Xerox and a contract with Mountain Mist for water delivery service, each of these contracts will expire prior to the Transfer Date or will be maintained by the City. With respect to the other contracts, the Authority will assume all obligations under these contracts from and after the Transfer Date. SECTION 4. SOFTWARE. Upon the Transfer Date the Authority will assume ownership and responsibility for compliance with respect to all software licenses relating to SSVS's coordination and promotion of tourism, and will take responsibility for renewing such licenses as they expire. The Authority will take responsibility and make any payments required for the upgrade of its server and backup system at prior to the Transfer Date and assume responsibility, for the orderly transfer of and subsequent access to software and data. SECTION 5. COOPERATION. The parties agree to cooperate and use their respective best efforts to implement this Agreement, facilitate this transition of services provided by SSVS to the Authority and thereby provide for the continuous provision of .tourism coordination and promotion services to the Component Cities in accordance with the Interlocal Agreement. SECTION 6. NOTICES. All notices, consents or other communications required hereunder shall be made by telephone or electronic means or in writing, as follows: To Tukwila: To the Authority: City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 Attn: City Clerk Phone: 206.433.1800 Seattle Southside Regional Tourism Authority Attn: Katherine Kertzman, President & CEO 3100 South 176th Street #200 Seattle, WA 98188 Phone: 206.575.0547 Email: katherine @seattlesouthside.com IN WITNESS WHEREOF, the City and the Authority have caused this Agreement to be executed in their respective names by their duly authorized officers, and have caused this Agreement to be dated and effective as of the date set forth on the first page hereof. CITY OF UKWIL:. WASHINGTO By: kJ— 64 .v1 Its: Mayor LJ SEATTLE SpUTHSIDE REGIONAL TOURISM AUTHO' IVY By: Its: herine Kertzman sident & CEO EXHIBIT A PARTIAL LIST OF THE PROPERTY Exhibit A -1 Mayor's Office-Tourism Inventory December 2015 Exhibit A 1 of 4 pages Hardware: Qty Item 1 ka68FPFiWeF HIP LaseFiet 105QPI IT Destroyed 1 Projector-InFocus LP650xga '.. 1 FireWall-Fire Box 700 Firewall '.. 1 Cisco Catalyst 3560g switch 1 Barracuda Spam Firewall 200 1 File Server-HP Proliant ML150 '.. 1 Laptop-Lenovo Thinkpad W500 Laptop 1 PC-Dell Vostro 3550 Laptop ITD PO 48548 Paid for by SeaTac 1 PC-Dell Vostro 3550 Laptop ITD PO 48548 Paid for by SeaTac 1 PC-Dell Optiplex 790 1 PC-Dell Optiplex 790 1 PC-Dell Optiplex 790 1 PC-Dell Optiplex 790 1 PC-Dell Optiplex 755 1 SAN-Storcenter PX4-300d 4TB storage 1 Laptop Dell recently acquired Software Qty Item Software Upgrade July 2011 3 Adobe Suite CS5 maint for 3 existing copies 12/12 . 2 Corel Painter 6 Microsoft Streets&Trips 2 Acrobat Pro upgrades 2 Acrobat Pro licenses 1 MicroCall Phone Reporting 1 FileZilla Cellular Qty Item 2 I-Phones 3 I-Pad 1 MM android tablet 1 Square/Credit Reader Shared Software with City Qty Item Aft Purchased semmiely with lodging tax dollars 4 Microsof Office Professional Software Upgrade July 2011 E-mail CALs (email licenses?) What about the email accounts we have associated with our hosting our website Exchange Server Purchased July 2010 with lodging tax dollar PO ITD 48578 PO ITD 48574 Software Standard Installs: 6 7Zip,takes the place of WinRar to extract Zip files 6 Roxio for burning CD's 6 VLC Player,a media player 6 VNC 6 Google Earth 6 Picasa 6 Windows Movie Maker 6 Blackberry managerfor Core4 'Newer Inventory Recently Purchased: Mayor's Office-Tourism Inventory December 2015 Exhibit A 2 of 4 pages FURNITURE&EQUIPMENT Quantity Retail Value Katherine's Office Purchased or Salvaged by Katherine 0 Free 0 (Leather Chair,Desk,Bookshelf,File Cabinet Credenza) 14 yrs old Black Swivel Office Chair with Arms Adjustable $199 1 $199 10 yrs old Office decor $428.83 5 items $426.83 .5 yrs old $627.83 Ashley's Office IKEA table used as a desk $199 1 $199 10 yrs old Office chair $100 1 $100 10 yrs old IKEA credenza/storage cabinet $2,170 1 $497 *5 yrs old IKEA computer tower storage cabinet $497 1 $2,170 '5 yrs old $2,966 Meagan's Office Item Description: IKEA Frosted Glass Table with adjustable legs: $199 1 $199 10 yrs old Black Swivel Office Chair with Arms Adjustable $199 1 $199 10 yrs old Black Swivel Office Chair with Arms Non-Adjustable $99 2 $198 10 yrs old IKEA White Credenza $149 1 $149 *3 yrs old $745 Kristine's Office Black Swivel Office Chair with Arms Adjustable $199 1 $199 - 10 yrs old IKEA Expedit Shelves X Large $199 1 $199 5 yrs old IKEA Expedit Shelves Large $99 1 $99 5 yrs old IKEA Expedit Shelves Medium $70 1 $70 5 yrs old IKEA Exedit Desk $50 1 $5D 5 yrs old Complete Office Solutions Credenza $695 1 $695 *5 yrs old IKEA Expedit drawers x3 $75 1 $75 3 yrs old IKEA Expedit Door x3 $40 1 $40 3 yrs old IKEA Expedit storage boxes x10 $137 1 $137 *5 yrs old IKEA Expedit Magazine boxes x12 $49 1 $49 3 yrs old Complete Office Solutions $251 1 $251 *5 yrs old IKEA Table $40 1 $40 3 yrs old IKEA drawers $109 1 $109 3 yrs old IKEA Office Art $197 1 $197 `5 yrs old $2,210 Storage,Lobby&Common Areas: Large Flat Screen TVs $500 3 $1,500 1 year old Manual Credit Card Reader $400 1 $400 5 years old Storage Room Shelving $437 1 $437 *5 yrs old Lobby Chairs HON-2111 CBE11 Office Solutions $382.79 3 $1,148 10 yrs old IKEA bookshelf&Misc. $413 1 $413 *5 yrs old IKEA Expedit Shelves X Large $199 1 $199 10 yrs old IKEA Expedit Shelves Medium $70 2 $140 10 yrs old Aluminum Art Piece for Lobby $3,499 1 $3,499 '5 yrs old TV Donated by Salty's Restaurnt in Des Moines w/Install $1,000 1 Free '5 yrs old Electric Exterior Building Signage w/Install $20,429 2 $20,429 '5 yrs old $28,165 Wheel Chair Lift: Ramp and Wheel Chair Lift $15,000 1 15,000 '4 yrs old 15,000 Meeting Rooms: IKEA Boardroom Tables Large $300 1 $300 '5 yrs old IKEA Think Tank Table Medium $199 1 $199 10 yrs old IKEA Lunchroom Table Small $99 1 $99 10 yrs old IKEA Couch&Coffee Table $1,999 1 $1,999 2 years old Boardroom Chairs $150 10 $1,500 *5 yrs old Black Medal Charis $99 6 $800 10 yrs old $4,897 Phone System&Phones: Data&Voice Cabling $3,895 1 $3,895 '5 yrs old Phones $440 9 $3,960 5 yrs old SSVS Capital budget Phone System w/laptop $4,200 1 $4,520 5 yrs old SSVS Capital budget Conference Phone $1,090 1 $1,090 5 yrs old SSVS Capital budget $13,465 Camera: Cannon EOS 550D $600.00 1 $300 4 yrs old Flip Video 200 1 $200 $500 TOTAL $58,576 General Office Supplies: All Supplies Purchased through the SSVS Basic Operations Joint Budget Unkown Unkown *When SSVS moved to SeaTac,the City of SeaTac paid 100%of many of the new items required to set up the new office spaces in the amount of$54,615.53 Mayor's Office-Tourism Inventory December 2015 Exhibit A 3 of 4 pages .,,FJLE5DISp4 .-•DESTRUCT',DATEffR',t 02-013 5EATAC,CITY OF INTERLOCAL RE:TOURISM Replaced by MA Central Files &MARKETING new SSRTA ILA 06-015 DES MOINES,CITY OF TOURISM AND MARKETING Replaced by MA Central Files new SSRTA ILA 09-034 DES MOINES,CITY OF TOURISM SERVICES FROM Replaced by MA Central Files SSVS new SSRTA ILA 09-103 KENT,CITY OF TOURISM INTERLOCAL MA Central Files AGREEMENT Terminated 15-049 PJKH,LLC SSVS WEBSITE PRODUCTION 12131/2075 MA Central Files 10-007 CASSAN ENTERPRISES,INC. SSVS SPACE LEASE Terminated MA Central Files 15-050 GREENRUBINO DESIGN SERVICES- 1213112015 MA Central Files TOURISM 14-179 MILLER SCHMER,INC.DBA SE LE EXP SHUTTLE SERVICE 72/31 @075 MA Central Files ATT 13-014 PACIFIC OFFICE AUTOMATION SSVS PRINTER LEASE 1/31/2018 MA Central Files Assumed by RTA 14-043 STARFIRE SPORTS 2013 SPORTS PROMOTIONS 12!3112015 MA Central Files 13-079 SOUTHWEST KING COUNTY TOURISM SERVICES Terminated MA Central Files CHAMBER Included in City Contract Xerox Copier,Printer&Fax amtame Y MA Central Files Returned to Tukwila Memberships,Licenses and Subscriptions Assumed by RTA: WSDMO 2016 WTA 2016 US Travel Assoc. 2016 DMAI 2016 Smith Travel Research 2016 DMAI Empowermint license 2016 DMAI Event Calculator 2016 MPI Cascadia 2016 PCMA 2016 NTA 2016 YMRC 2016 RFN 2016 Seattle Chamber of Commerce 2016 Dean Runyan 2016 SimpleView CRM 2016 NASC(National Association of Sports Commission) 2016 WSAE 2016 Alliance of Military Reunions 2016 Routine Vendors to Notify Transfer of Responsibility: Cascade E-Commerce Solutions Pitney Bowes(remaining postage in the in house postage machine) Mailhandlers name changed to DCG(all remaining unused postage remains with Seattle Scuthside RTA) Mountain Mist Water MCI 1-800 number Integra(phone and Internet provider) Constant Contact Amazon web services Namecheap Go Daddy Unode Rackspace Certified Folders Hootsuite Pacific Office Automation Google,Microsoft ad center Facebook Media Buy Insertion Orders Assumed by RTA effective January 1,2016 See attached YTD Media Buy Grid Julyl,2015 Prepaid Registration for Tradeshows,Sales Missions,and Educational Conferences National Tour Association convention registration and"WA delegation membership'in Atlanta,GA for February of 2016. NTA Registration:$1,795.00 NTA WA Delegation:$500.00 Mayor's Office-Tourism Inventory December 2015 Exhibit A g of 4 pages Marketing Assets: Seattle Southside Trademarked Logo Strategic Brand Style Sheet&Corporate Identity Website Code,Content,Design and Photographs Restaurant Guide Content,Photos,Design, Vacation Planner Content,Design and Photographs Map cartography,art,design,photographs Ad Template Artwork All Stock Photos Social Media Outlets Other Printed Collateral Pieces Video footage Trade show banners(12) Linens(2) URLs purchased through godaddynamecheap All Destination Brochures and Colateral Materials All Visitor Center signage and decor All freeway and street and building signage All social media outlets,names,content relationships with tourism related businesses Strategic Business Plans and Marketing Initiaitves ALL Research,such as,but not limited to Dean Runyan,Smith Travel,R2R Conversion Studies, SEO/SEM Key Words and Analytics All Press Releases,mentions in the news,newsletters Website Widgets TV collateral related to Tourism Matters and Seattle Southside