HomeMy WebLinkAbout18-143 - Seattle Sounders - 2018 RAVE Green Run Partnership18-143
Council Approval N/A
2018 RAVE Green Run Partnership Agreement
THIS 2018 RAVE GREEN RUN PARTNERSHIP AGREEMENT ("Agreement") is entered into
as of this 8`1' day of August, 2018 ("Effective Date"), by and between, City of Tukwila ( "City" or "Event
Partner") with a principal place of business located at 6200 Southcenter Boulevard, Tukwila, Washington,
98188 and Seattle Soccer, LLC d/b/a Seattle Sounders FC with its principal place of business located at
159 South Jackson Street, Suite 200, Seattle, Washington 98104 ("Sounders FC" or "Event Owner") and
RAVE Foundation, a Washington non-profit corporation, organized as a tax-exempt public charity under
IRC 501c-3 ("RAVE" or "Event Beneficiary") with its principal place of business located at 159 South
Jackson Street, Suite 200, Seattle, Washington, 98104. Collectively Event Partner, Sounders FC/Event
Owner, and RAVE/Event Beneficiary may be referred to hereinafter as "Parties."
WHEREAS, Sounders FC owns all right, title and interest to operate the family friendly running
race known as the Rave Green Run ("RGR" or "Event"), and has delegated all authority to manage and
operate the Event to RAVE as the Event Beneficiary of all funds generated by the RGR; and
WHEREAS, RAVE is a tax-exempt charitable entity under IRC 501c-3 with a charitable mission
to build small, accessible soccer fields in urban areas that provide free play to shape young citizens,
strengthen communities and encourage physical activity; and
WHEREAS, Sounders FC has designated RAVE as its official charitable arm and Sounders FC is
a sustaining partner of RAVE;
NOW, THEREFORE, in consideration of the foregoing and the terms and conditions stated herein,
the Parties hereby agree as follows:
1. Agreement on Event Proceeds. The Parties acknowledge and agree that all net proceeds
from the Event shall go directly to RAVE in support of its charitable activities. Event
Owner shall not earn any revenue or profit from the Event. The Parties agree to undertake
any necessary registrations in the City of Tukwila, King County or State of Washington,
within their authority and control, to preserve the tax-exempt status of all proceeds
generated from the Event in support of RAVE. The City makes no warranty with respect
to taxes or fees which may be due to the City from vendors or contractors supporting the
Event, which may owe taxes, registration fees or other fees to the City pursuant to
municipal code.
2. Event Description. Event Beneficiary agrees to host the 2018 RGR in the corporate
boundaries of City of Tukwila, to take place on Saturday, September 15, 2018 as a 5k road
and off -road race, utilizing City streets, and City and private property. Event Beneficiary
will advertise and promote the Event through all of its and Event Owner's channels of
marketing to attract participants from across Western Washington. When describing the
location of the event, it should always be referred to as being in the City of "Tukwila.".
3. Event Owner Obligations. Event Owner shall provide the following to Event Partner in
exchange for Event Partner's obligations hereunder as further described in Paragraph 4.
a. Designation Rights. Event Partner shall be referred to as the "Exclusive Municipal
Partner of the Rave Green Run" and other mutually agreed designations ("Designation
Rights") in all promotional materials, including but not limited to the official Event
website, the official Event t-shirt, and the official RGR "start/finish" banner. Event
RAVE Green Run 2018--City of Tukwila
Event Partner Agreement
Page 1 of 8
Partner shall be referred to as either the "City of Tukwila" or "Tukwila" in all
collateral, marketing and promotions.
b. Promotion of Tukwila Businesses. Event Owner, through Event Beneficiary, shall
include the official City of 'Tukwila "Southcenter 50" mark and/or the official city
tourism "Tukwila" mark on the RGR website, rackcard and official poster, and all other
collateral and Event materials where Event partners appear. The official city tourism
mark "Tukwila" shall be used on the start line and finish line banners. Event
Beneficiary shall contract with and select a Tukwila hotel as the official hotel of the
2018 RGR and promote the affiliation through its social media channels. Event
Beneficiary shall conduct the official race packet pick up and late registration within
the area known as the Southcenter district in the City of Tukwila.
c. Post Race Festival. Event Beneficiary shall be responsible for designing, managing
and permitting (including all fees) the official post -race finish line festival to take place
on private property owned by Westfield Southcenter and/or JC Penny at the Westfield
Southcenter Mall. Event Beneficiary shall execute separate contracts with Westfield
and JC Penny and shall be responsible for all costs associated with event staging and
equipment. The City of Tukwila shall be provided the opportunity to host an activation
space no smaller than ten feet by ten feet (10' x 10') at the finish line festival as
mutually agreed by the Parties.
d. Event Specific Logistics. Event Owner shall be responsible for Event insurance and
service contracts, including the hiring and coordinating of race timing services, and
management of the official RGR website and Event registration website and all other
costs. Event Owner shall also be responsible for set up and take down of the start line
and finish line arches. Event Beneficiary shall additionally be responsible for securing
and shall be entitled to keep all sponsorship revenue connected with the Event in
furtherance of its charitable mission.
e. Post Even! Report. Recognizing that Event Partner is using lodging funds to support
the Event, Event Owner shall provide a report to the Event Partner by November 1,
2018 with the following information:
i. Total Number of race participants;
ii. Geographical location of where race participants live, by United States Postal
Code (exact addresses shall not be provided); and
iii. Examples of social media, digital media, or other examples of promotional
materials for the Event.
4. Event Partner Obligations. Subject to the "General Terms" as provided below, Event
Partner shall provide Event Owner and Event Beneficiary the following in -kind and cash
in support of the Event.
a. Racecourse Design. Event Partner shall direct, plan, permit and manage the final 5k
racecourse, including facilitating all street closures, marking equipment and associated
fees. City will consult with RAVE and Sounders FC, and as requested some or all of the
private property owners over which the course will lie, on final racecourse design. The
RAVE Green Run 2018--City of Tukwila
Event Partner Agreement
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Parties anticipate at minimum the following closures and equipment and communication
needs to facilitate the race course design and management:
1. Trail System. The Parties contemplate that a portion of the City trail system will
need to be closed to facilitate the RGR and City will also provide all requisite
notice and marking of this closure.
ii. Road Closures. The Parties agree that Baker Boulevard, portions of Christiansen
Road, Andover Park East, Andover Park West and interurban Avenue shall need
to be closed for some or all of the Event period.
iii. Directional Signage. Upon consultation with RAVE and Sounders FC, the City
will coordinate and post all directional and wayfinding signage to safely direct
runners around the 5k route.
iv. King County Metro/Sound Transit Coordination. The City shall be responsible
for communicating all street closures, detours and other changes to transit routes
impacted by the race design.
v. Business Communication Plan. The City shall be responsible for developing and
deploying a communications plan to notify all affected businesses and private
property owners along the racecourse route with respect to road and street closures,
detours or lack of access occasioned by the race route and post -race activities.
b. Promotion. City shall provide Event Beneficiary and Event Owner mutually agreeable
promotional exposure in City -owned print and digital media supporting the RGR and
driving registration. The Parties will mutually agree on the marketing and promotion plan
and timeline.
5. Term. The Term shall commence on the first date set forth above ("Effective Date") and
shall continue in full force and effect until the first business day immediately following the
Event. Notwithstandi , the foregoing, the parties intend the obligations contained in
Paragraphs 6, 7, 8, to survive expiration of the term or termination of this
Agreement for any reason.
6. Use of Marks.
a. RAVE Marks. RAVE hereby grants to City of Tukwila a worldwide, non-exclusive,
non -transferable, non-sublicensable and royalty -free right and license to use its name,
logo, wordmarks and other trademarks ("RAVE Marks") in promotional, advertising,
commercial and marketing materials, in all formats and media including but not limited
to digital, print, social media to support Sponsor's engagement and involvement with
the Event promotion and Event Partner's obligations under this Agreement, in the form
including colors and sizing provided to Event Partner by RAVE. All other use of the
RAVE Marks must be agreed in advance by RAVE. At no time during the Term shall
Event Partner acquire any right, title or interest, including goodwill in the RAVE
Marks, which shall at all times remain the sole and exclusive property of RAVE.
Sponsor may not use the RAVE Marks in any manner for any purpose without
submitting such proposed use to the RAVE for its prior written approval, which may
not be unreasonably withheld, conditioned or delayed.
RAVE Green Run 2018--City of Tukwila
Event Partner Agreement
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6. City q/7u6x&xMarks. 2vcx< Partner hereby grants to RAVE and Sounders FC u
vmddvvidc, non-oxc|uaive, non-transferrable, non'auNicnnxuNeuxd myo|Ly free right
and license to use its name, logo, vvordmurks orother trademarks ("City of Tukwila
Tourism Marks") in promotional, udverUninD,commonciu| and marketing materials, in
all formats and inedia including but not limited to digital, print, social rnedia to support
the Event and KAVI.,"ond Sounders KC`o engagement and involvement with the Event
promotion and Event Beneficiary's and Event Owner's obligations undor this
Agreement, in the form including colors and sizing provided by Event Partner to
RAVE and Sounders FC. Notwithstanding the foregoing, Event Beneficiary for
purposes of performing its obligations hereunder shall be permitted to warrant to third
party service providers, providing direct services Nthe KGRthat ithas the right touse
City of Tukwila Marks. However, the scope of this license to K/\VB shall be
interpreted as limited to accomplishing the purposes sot forth in this Agreement in
Support o{the Event and for noother purpoeo. RAVE may not use tile City ofTukwila
Marks in any manner for any purpose without submitting such proposed use to the
Event Partner for its prior written approval, which may not be unreasonably withheld,
conditioned ordelayed. The use nfthe official seal of the City ofTokni|ahyRave and
Sounders FC is not authorized tinder this agreement.
c. Event Crco//we Materials. In performance of its obligations hereunder, Event
Beneficiary shall provide to Event Partner the official RGK creative ma1ohx|u and
(nn|kit|oheutilized in multiple formats, but inthe form provided by Event Beneficiary
("Event Promotional M*eria\x"). To the extent that any Such Event Pvnmo6ouu|
Materials contain the logos, trademarks or wordmarks of any other entity ("Third Party
|P^). Event Partner shall bogranted the right \ouse such Third Party |P provided that
Event Partner shall solely use such Third Party 11) as part of the complete cornpilations
in the Event Promotional K4a{erin|x and ohoU have noright touse any Third Party |P
orcreate any derivatives thereof Event Partner shall hcpermitted iofilm, record, take
photographs or otherwise orouto content ou\ of the Event and Event activities for its
use in promotion n[thoCity n[Tukwila during 20l8, future iterations of the Event,
and to support real tirne social media or digital marketing and prornotion of the Event.
d. Sbxxueo }C Marks. In the cwcn/ that it becomes necessary in performance of this
Agreement to provide Event Partner with ulicense to use Sounders FC'y name, logo,
wnn]murks or other trademarks, separate and apart from the Event Promotional
Materials, Sounders FC shall provide such license and approval on a case by case basis,
in writing at its sole and exclusive but reasonable discretion.
e. No K4,y6ts or Interest. No party shall acquire any proprietary right, hdc or interest in
the K4urkn or goodwill of any other Party associated with the permitted use of said
Marks under this Agreement.
7. Indemnification.
a. Claims and Losses. Each party on behalf o[itself, its owncn, o8iccm, directors,
mcmhcm, ohmchoNcm, cxoou\ivcs, employees, affiliates, agents, xuoccxoom and
assigns, hereby ogrcco to inJumni[y, defend and hold harmless the other party
including its owners, officers, Jimotum, mcmbuo, shareholders, executives,
cmp\oyuco, agents, oMi\iatrx, successors and assigns, from and against any and all
RAVE Green Run 2O18—[ityofTukwila
Event Partner Agreement
Page 4of8
threatened or actual third -party claims, causes of action, suits, claims, proceedings
(formal or informal), investigations, judgments, deficiencies, settlements, inquiries and
demands of any kind based upon any theory of law or liability whatsoever, (each a
"Claim" and collectively, "Claims"), and all losses, damages, settlements, judgments,
investigations, liabilities, charges, costs and expenses (including, without limitation,
reasonable legal fees and expenses) (each a "Loss" and collectively, "Losses") as and
when incurred arising out of, incident to or in relation to:
i. the breach of any representation, warranty, term or condition of this
Agreement;
ii. the unauthorized use, or allegation of such use, of the RAVE Marks, City of
Tukwila Marks or Sounders FC Marks; or
iii. any negligent act or omission or the willful misconduct of a party, or any of its
officers, owners, directors, members, agents, representatives, shareholders,
subsidiaries and employees with respect to the subject matter of this
Agreement.
b. Limitations on Liability. EXCEPT FOR THE INDEMNITY OBLIGATIONS SET
FORTH IN THIS AGREEMENT, ANY CONFIDENTIALITY OBLIGATIONS OR
ANY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR
CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR
FOR LOSS OF REVENUE OR PROFIT IN CONNECTION WITH THE
PERFORMANCE OR FAILURE TO PERFORM THIS AGREEMENT
REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM BREACH OF
CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY.
c. Cancelation of the Event. Due to unforeseen circumstances, such as, but not limited
to extreme weather, a natural disaster, act of terrorism or public disturbance, or other
occurrence which is outside the control of the Parties ("Force Majeure Event"), it may
be necessary for the Event to be canceled. If the Event is canceled due to a Force
Majeure Event, the Parities agree that each party shall be responsible for its own costs
associated with the event and will not make a claim for damages or loss revenue against
the other parities. Furthermore, it is agreed that Event Owner shall be solely
responsible for and will hold harmless and indemnify the City from any refund requests
made by race participants, regardless of the reason for or legitimacy of the refund
request.
8. Insurance. The parties shall each have the following specific insurance obligations with
respect to the Event and this Agreement.
a. Performance of this Agreement. All parties shall maintain for the duration of the Term
of this Agreement, including for a period of three (3) years thereafter, commercial
general liability insurance, directors and officers insurance and worker's compensation
and employer's liability insurance, with limits not less than $1,000,000.00, per
occurrence, sufficient to insure its obligations in performance arising under this
Agreement.
RAVE Green Run 2018--City of Tukwila
Event Partner Agreement
Page 5 of 8
b. Insurance of the Event. Event Owner shall insure the Event, including all Event
activities, and specifically with commercial general liability insurance including
personal injury with limits of not less than $2,000,000.00 per occurrence. In addition,
Event Beneficiary and Event Owner shall include City of Tukwila as an additional
insured on all Event specific policies and shall provide the City of Tukwila proof of
insurance no later than two (2) weeks prior to the Event date. Additionally, Event
Beneficiary shall be responsible for acquiring from each participant and volunteer a
waiver and release of liability which shall name the City of Tukwila as an additional
released and indemnified party and shall provide the City of Tukwila a copy of said
releases upon request.
c. Self -Insurance. The Parties hereby agree that the insurance requirements outlined in
this Paragraph 8 shall be fully satisfied by Event Partner's continued participation in
the Washington Cities Insurance Authority (WCIA) self-insurance risk pool. Event
Partner shall provide Event Owner and Event Beneficiary a letter evidencing such
coverage upon request.
9. Representations and Warranties. Each party makes the following representations and
warranties to the other party:
a. Authority; Binding Effect. Each party represents and warrants 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 or
organization; (ii) it has the full right, power, and authority to enter into this Agreement,
to grant the rights and licenses granted hereunder (including with respect to the
applicable Marks), 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 corporate 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, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally and
general principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).
b. Use of Marks. Each party represents and warrants that its use of the other party's
Marks in accordance with this Agreement will not infringe, misappropriate, or
otherwise violate any rights of any third party.
c. Confidential Infonnation. In performance of the obligations of this Agreement, each
shall maintain in strict confidence and agrees not to disclose to any third party, except
as necessary for the performance of this Agreement, and as may be necessary to its
legal, tax and business advisors, or as is authorized by the disclosing party in writing,
Confidential information that the receiving party receives from the disclosing party or
its affiliates. "Confidential Information" means all non-public information of a
competitively sensitive nature concerning the disclosing party or its affiliates,
including, but not limited to, the existence of this Agreement and the terms and
conditions set forth herein; disclosing party's trade secrets, as defined by applicable
state law; and any other non-public information (whether in writing or retained as
RAVE Green Run 2018--City of Tukwila
Event Partner Agreement
Page 6 of 8
mental impressions) concerning disclosing purty'y equipment; nocomh and
development; present and future projections; operational costs and processes; pricing,
cost or profit factors; quality programs; annual and long-range business p|unx|
marketing plans and methods; customers or uupp|icm; contracts and bids; and
personnel. The confidentiality provisions inthis Paragraph P(x) apply roand shall also
pnxcc/ Confidential Information of third parties provided by disclosing puny to
receiving party and yhu|| survive termination of this Agreement. Nothing in this
Paragraph V(c)shall hnConstrued io limit orrestrict the City *fTukni|u`sobligations
Linder the VVushin6rton State Public Records Act or similar municipal public veounb
disclosure code.
10. Miscellaneous.
a. Notices. All notices shall be sent in writing tothe addresses listed in the preamble above,
uronun address that may otherwise directed hen:in, and shall be ducmcd received on thc
third (3m) day after deposit in mail. The parties also recognize and accept \hesu[DCiexcy_
o[electronic mui|communications. All official notice sent through electronic
communication obuU be sent with areud receipt and yhuU be deemed received Upon return
of that read receipt notice.
L. Police Powers. Nothing inthis Agreement shall be interpreted tolimit, restrict, or
diminish the police powers o[the City ofTukwi|aconveyed upon itbythe State of
Washington.
o. Governing Law. All matters arising relating 0u this Agreement ohuU be governed and
construed in accordance with the laws of tile State of'Washington without giving effect to
any choico*Au*provision nrrule. The state and federal courts o[King County,
Washington shall have the eXCILISiVejUrisdiction over the resolution of any disputes that
m{xeunderthimAgoomoni.mndeachpurtyxuhmitytothcpcmonu|juhudiuhono[muh
coons.
d. Assignment. No party may assign any of its rights under this Agreement ordelegate its
porKx�nanoc undcr this Agreement, whether vo|unmr|y or involuntarily, by merger,
consolidation, dissolution, operation of' law, or in any other manner, Without the prior
written consent o{the other party, except usotherwise expressly agreed herein.
o. Successors uxJAxxignx.-Nv/hirJParty 8cxeficiuriev. This Agreement iolegally binding
upon and inures to the hcneD\ of' the portion and their permitted nuuccssms and assigns.
Other than Suundomosacknowledged bythe terms herein and uxmay arise pursuant tothe
Sounders Agreement, no third party is intended to benefit from, nor may any third party
seek ioenforce, any o[the terms o[this Agreement.
[ Relationship oJ'theParties. Nothing contained inthis Agreement shall 6cdecmodtocreate
onassociation, partnership, joint venture, orrelationship ofprincipal and agent ormaster
and servant between the RAVE and Sponsor nrSounders and Sponsor, orWgrant either
RAVE Green Run 2O18—Otyo/Tukwila
Event Partner Agreement
g.
party the right or authority to assume, create or incur any liability or obligation of any kind,
express or implied, against, in the name of or on behalf of, the other party.
Complete Agreement. This Agreement constitutes the final agreement between the parties.
It is the complete and exclusive expression of the parties' agreement on the matters
contained in this Agreement. All prior and contemporaneous negotiations and agreements
between the parties on the matters contained in this Agreement are expressly merged into
and superseded by this Agreement. In entering into this Agreement, neither party has relied
upon any statement, representation, warranty, or agreement by or from the other party
except for those expressly contained herein.
h. Amendment. The terms of this Agreement may not be modified or amended other than by
a writing executed by both parties by their duly authorized representatives.
Waiver and Savings. The failure of either party to enforce any of the provisions of this
Agreement, or to exercise any option provided in this Agreement, or to require performance
by the other party of any of the provisions in this Agreement, is not a present or future
waiver of such provisions and does not affect the validity of this Agreement or the right of
the other party to enforce each and every provision of this Agreement thereafter. The
express waiver (whether one or more times) by either party of any provision, condition or
requirement of this Agreement does not constitute a waiver of any future obligation to
comply with such provision, condition or requirement. If any provision of this Agreement
is determined to be invalid, illegal or unenforceable, the remaining provisions of this
Agreement remain in full force if the essential terms and conditions of this Agreement for
each party remain valid, binding and enforceable.
Counterparts. This Agreement may be executed in one or more counterparts, each of
which is deemed an original and all of which, taken together, constitutes a single
enforceable agreement. A signed copy of this Agreement delivered by e-mail or other
means of electronic transmission is deemed to have the same legal effect as delivery of an
original signed copy of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective
Date.
CITY OF TUKWILA
B ��,.. .;.
Name: David Cline
Title: City Administrator
RAVE FOUNDATION
By:
Name: Ashley Fosberg
Title: Executive Director
RAVE Green Run 2018--City of Tukwila
Event Partner Agreement
Page 8 of 8
ACKNOWLEMED BY:
SEA]`[L6SOCCER LLC.dbuSeattle Sounders FC
By
—__"/�r� /
Name: �=c / *�p��wo
RAVE Green Run 2O18—[ityofTukwila
Event Partner Agreement