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HomeMy WebLinkAbout19-136 - Rave Foundation - 2019 Rave Green 5K Run Sponsorship19-130 Council Approval N/A SPONSORSHIP AGREEMENT This Sponsorship Agreement (together with a[[attachments and exhibits the ("Agreement") is entered into by and between the City of Tukwila, a non-ch�rter optional municipal code city (the "City"), through its Office of Economic Development and Rave Foundation, a Washington non-profit corporation, organized as a tax-exempt public charity under IRC 501c-3 ("Rave" or "Recipient"). AGREEMENT 1. Event: Rave shall hold its 20I9"Rave Green 5KRun" (the "Evem") within the corporate boundaries of the City on a date determined by Rave, with the Event occurring no later than December 3I,20I9. Rave shall strive tohave aminimum of6DOpeople participate inthe race. 2. Term. This Agreement begins upon mutual execution by the parties and continues until December 3l,20l8,unless earlier terminated as permitted herein. 3. SponsorshipFee.|Oc0nsidennti0nforthebenefitsdescribedimthiSAgreennent,the[itvwiU pay Rave $IU.00O(the "Sponsorship Fee.'').Note, both the City Council and Lodging Tax Advisory Committee approved the use of lodging tax fund5 for this Event, 4. Additional Benefits to City. In addition to bringing the event to the City, Recipient shall provide the benefits to the City outlined in Attachment "A" of this Agreement. 5. Event Logistics. Rave issolely responsible for organizing and operating the Event. This Agreement creates noobligation nnthe City tomanage the Event planning, logistics, and/or operations. Through this Agreement, the City's sole role is of a sponsor for the event. Rave is responsible for obtaining all permits from the City or any other governmental agencies for the Event. Rave is responsible for paying all fees charged by the City in the same manneras other applicants for similar Events inthe City. 6. Payment. a. After the Event has concluded, Rave will provide the City aninvoice for the Sponsorship Fee. The invoice must beprovided tVthe City no later than December lS' 20I9.The City shall have 3O'd8y3t0pay the invoice once received. With the invoice, Rave shall provide a brief report within the following information: i. Total number ofrace participants, including zip code data for participants. ii. Selected photos $fthe race. iii. Examples 0fpromotion done by Rave t0promote the event. iv. Examples nfcollateral used for the Event. V. Select Photos ofthe Event. h. If the event is canceled for any reason the City shall not be responsible for payment of the Sponsorship fee. c. Recipient may be required, through the City's permit process, to pay certain permit fees and City costs associated with the Event. In the event these fees are not paid by the Recipient, the City is permitted: to withhold a portion of the Sponsorship Fee to pay for any outstanding fees orcharge owed tothe City. 7. Insurance. Recipient shall each have the following specific insurance obligations with respect to the Event and this Agreement: o. Performance of this Agreement Maintain for the duration of the Term of this Agreement, including for a period ofthree (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 $1,008'000.00, per occurrence, sufficient to insure its obligations in performance arising under this Agreement. b. Insurance ofthe Event Rave shall insure the Event, imciuding all Event activities, and specifically with connnnepCi3k general liability insurance includ,ing personal injury with limits ofnot less than $2'000,000.00 per occurrence, In addition' Rave shall include City of Tukwila as an additional insured on a\[ Event specific policies and shall provide the City of Tukwila proof of insurance no later than two (2) weeks prior tothe Event date. Additionally, Rave 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 shalt provide the City nfTukwila acopy ofsaid releases upon request. 7' |ndernOlfic@tiPM, Rave shall defend, indenlmif«and hold the City, its officers, agents, officials, employees and volunteers harmless from any and ail claims, i juries,danmeges, losses orsuits including attorney fees, arising out oforinconnection with the Event orRave's performance under this Agreement, except for injuries and damages caused by the negligence Vfthe City. |tisfurther specifically and expressly understood that the indemnification provided herein constitutes Rave's waiver ofimmunity under Industrial Insurance, Title 5IRCVV,solely for the purposes Ofthis indemnification. This waiver has been mutually negotiated by the parties. The provisions ofthis section shall survive the expiration or termination of this Agreement. 8. Intellectual Property. c. License. {>tv of Tukwila 7ou/tsnr Marks. The City hereby grants to Recipient a worldwide, non'exc(usive, non-transferrable, non-subUcensab|e and royalty free right and license to use its name, logO,vvordrnarks orother trademarks ("City of Tukwila Tourism Marks") in promotional, advertising, commercial and marketing materials, in all formats and media indVdingbut not limited to digital, print, social media to support the Event and Recipient's engagement and involvement with the Event promotion and Recipient's obligations under this Agreement, in the form iw[luding colors and sizing provided by the City. Notwithstanding the foregoing, Recipient for purposes of performing its obligations hereunder shall be permitted to warrant to third party service providers, providing direct services to the Event that ithas the right touse City ofTukwila Marks. However, the scope ofthis license to RAVE shalt be interpreted as limited to accomplishing the purposes set forth in this Agreement in support of the Event and for no other purpose. RAVE may not use the City of Tukwila Marks in any manner for any purpose without submitting such proposed use to the City for its prior written approval, which may not be unreasonably withheld, conditioned or delayed. The use of the official seat of the City ofTukwila byRecipient isnot authorized underthisagreement. 10.MisceUaOeous. a. Notices. All notices shall be sent in writing tDthe addresses listed in the signature blocks below, or to an address that may otherwise directed herein, and shall be deemed received onthe third (3w)day after deposit inmail. The parties also recognize and accept the sufficiency ofelectronic mail communications. All official notice sent through electronic communication shall besent with aread receipt and shall be deemed received upon return Vfthat read receipt notice. a. Police Powers. Nothing in this Agreement shall be interpreted to limit, restrict, or diminish the police powers ofthe City ofTukwila conveyed upon itbVthe State of Washington. b. Assignrnent Noparty may assign any ofits rights under this Agreement ordelegate its performance under this Agreement, whether voluntarily or involuntarily, by merger, consolidation, dissolution, operation of law, or in any other manner, without the prior written consent of the other party, except as otherwise expressly agreed herein. c- Governingtawandkenue.AUrnattersahsingnziatingtothisAereennentshoUbe governed and construed inaccordance with the laws ofthe State ofWashington without giving effect to any choice -of -law provision or rule. The state and federal courts ofKing County, Washington shall have the exclusive jurisdiction over the resolution of any disputes that arise under this Agreement, and each party submits to the personal jurisdiction ofsuch [Ourts. b. 5ucceyso/san /Vn ThisArneennentislegally binding upon and inures to the benefit of the parties and their permitted successors and assigns. No third party is intended to benefit from, nor may any third party seek to enforce, any nfthe terms ofthis Agreement. d. Relationship of the Parties. Recipient and City agree that Recipient isan, independent contractor with respect to the services provided pursuant to this Agreement. Nothing inthis Agreement shall be considered tocreate the relationship of employer and employee between the parties hereto. Neither Recipient nor any employee of Recipient shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not beresponsible for withholding or otherwise deduicting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties Qfanemployer with respect tothe Recipient, oFany employee nf the Recipient. c. Complete Agreement This Agreement constitutes the final agreement between the parties. |tisthe complete and exclusive expression ofthe parties' agreement VOthe matters contained inthis Agreement. All prior a0d contemporaneous negotiations and, agreements between the parties on the matters contained inthis Agreement are expressly merged into and superseded bythis Agreement. In entering into this Agreement, neither party has relied upon any statement, representation, warranty, or agreement by or from the other party except forthose expressly contained herein. d. Amendment. The terms ofthis Agreement may not bemodified oFamended other tha,n by a writing executed by both parties by their du[y authorized representatives. e. Waiver and Savings. The faiiu�neofeither party toenforce any ofthe provisions Vfthis Agreement, ortVexercise any option provided inthis Agreement, ortorequire 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 orthe ri'ghtofthe other party toenforce each and every provision ofthis 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 provis,ion, condition or requirement. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain infull force ifthe essential terms and conditions of this Agreement for each party remain valid, binding and enforceable. CITY OF TUKWlLA Derek Speck, E[}Administrator vd, Recipient Printed Name: Ashley Fosbeqg T . Executive Director, RAVE Foundation Address: 47; „ ) t' VAt ) Attachment 2019 SEA7TLE SOUNDERS A[ RAVE GREEN RUN Sponsor Benefits for City ofTukwila Gold Sponsor Leve|,$1O,OOD 1. Positioning and Exclusivity Positioned asmost prominent sponsor logo onall assets, secondonk/toPreseudngSponsorkCH| Franciscan). This Gold Level logo position is offered, to a maximum of three sponsors. I Branding and Advertising —logo included onthe following assets: Event poster (ZS0) Event rack card (5l0O) Race Shirts (1UUO) Sponsor page atravegreenrmm.orK Minimum oftwo (2) e-mail blasts tn previous Rave Green Run registrants Minimum of one (1) Facebook posts on Sounders FC Rave Green Run Facebook page A minimum of one (1) Twitter and Instagrarn posts by RAVE Foundation, shared by SFC Emcee recognition atpost-race awards ceremony/celebration The ability to provide/host a branded 10x1O tent and table area/booth within the post -race festival. Booth activities and giveaways are encouraged and must be approved by Rave Green Run organizers. l Amenities Five (5)Sounders F[Rave Green Run race entries 20%registration discount code for all Gold Sponsor employees 4. PR/Media Inclusion, in press release announcing ZUI9race date. Inclusion in media alert sent inviting media to race day.