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HomeMy WebLinkAbout19-171 - Seattle Sports Commission - 2020 Region Ready Conference19-171 Council Approval 9/3/19 FINAL SPONSORSHIP AGREEMENT This Sponsorship Agreement (together with all attachments and exhibits, the "Agreement") is entered into by and between Seattle King County Convention and Visitors Bureau d/b/a Visit Seattle, a Washington State nonprofit, through its division the Seattle Sports Commission ("SSC"), with a primary business address of 701 Pike Street, Suite 800, Seattle, WA 98101 and the City of Tukwila, a Municipal Corporation of the State of Washington, those primary address is 6200 Southcenter Blvd, Tukwila, WA 98188 Washington ("Sponsor"). This Agreement is effective as of November 8, 2019. ("Effective Date"). AGREEMENT 1. Sponsored Event. The City of Tukwila shall be one of the presenting sponsors for the 2020 Region Ready Conference (the "Event:) to be held on May 28, 2020 at the Hyatt Regency Lake Washington in Renton, Washington. 2. Term. This Agreement begins on the Effective Date and continues until December 31, 2020, unless earlier terminated as permitted herein. 3. Sponsorship Fee. In consideration for the benefits described in this Agreement, Sponsor will pay SSC $5,000 (the "Sponsorship Fee."). The Sponsorship Fee will be paid within 30-day following the Event and after SSC provides Sponsor with an invoice and W-9. SSC shall also provide the following with its invoice: a. Number of attendees at the Event. b. Select photos of the Event. c. Examples of collateral (both print and digital) used to promote the event. 4. Sponsorship Benefits. SSC will provide Sponsor the benefits listed in Exhibit A (the "Sponsorship Benefits."). 5. Fees and Costs. Excluding Sponsor's indemnification obligations, each party will bear its own costs in connection with its performance under this Agreement, including any advertising or marketing costs. 6. Intellectual Property. (a) License. Sponsor grants SSC a non-exclusive, revocable, worldwide, royalty -free, non- transferable right and license valid during the Term to use those trademarks (including the City's Economic Development and Tourism logos) ("Sponsor Marks"), text, images, multimedia materials, biographical information and similar material (together with Trademarks, the "Sponsor IP") to the extent necessary to fulfill its obligations under this Agreement and/or to market, promote and advertise Sponsor, Sponsor's sponsorship of and/or association with SSC and/or the event Sponsor is associated with under this Agreement. Use of the official seal of the City of Tukwila is not authorized under this Agreement. (b) Right of Prior Approval. Without limiting the foregoing, if SSC uses Sponsor IP, on or in connection with any materials in any medium, including social media posts, signage, websites, printed materials and related items ("Collateral"), SSC must obtain Sponsor's prior approval of such Collateral before it is distributed. Previously approved Collateral does not need additional approvals. ‘,(16L1-5 FINAL (c) Event -Related Signagm.IfSponsor is entering into this Agreement inconnection with a particular event administered, sponsored or managed by SSC(the "Evemt").and G8C.as part ofthe Sponsor Benefits, impermitting Sponsor bohang ordisplay o' na8einany medium at or during such Event (including digital signage, table signs, banners, signage on temporary catering tents, etc.), SSC will have the right to approve all such signage. 7 Compliance with Laws, Each party agrees to comply with all laws, statutes, orders, ordinances, regulations and similar acts of governmental authority (together, "Laws") applicable to its performance under this Agreement, its business and, if Sponsor, Spunmor's exploitation, redemption and/or use ofthe Sponsorship Benefits. This includes, if applicable and for clarity, the use ofmaterials and goods that also comply with Laws. 8. Confidentiality. The terms and conditions ufthis Agreement, including the Sponsorship Fee and Sponsorship 8en«fits.are confidential and neither party will disclose them toany third -party unless required by -applicable Laws. S. Indemnification. Sponsor will defend and hold harmless 8SC.its affiliates, subsidiaries and parent company and their employees, directmrs,officers.mwrers.;gents.ond representatives from and against any and all losses, suits, liabilities, damages and costs (including reasonable atbonmeys'femo)8ogedher."Claimms^\.if and tothe extent arising out ofor relating hooralleging facts that, if proven, would constitute (i)Sponmor'aacts oromissions in connection with this Agreement, including (A) Sponsor's presence at an Event; and/or (B) 8ponmor'sbreach cfthis Agreement; (ii)infringement cnmisappropriation ofanythird-party Intellectual Property right and/or right of publicity by Sponsor IP when used by SSC as permitted hereunder; (ii|)tothe extent not covered bythe foregoing, false advertising and/or misrepresentation of or by Sponsor and/or Sponsor -approved Collateral containing Sponsor I P and/or (iv) Sponsor's negligence, gross negligence or willful misconduct and the negligence or willful misconduct ofits employees, dirm:torn, offimene, omnena, mQmnto, contractors and representatives. SCC will indemnify,defend and holdharmless Sponsor, its officers, employees, agents, and representatives from and against any and all losses, suits, liabilities, damages and costs (including reasonable atb»rneymfees)(b/oether."ClaKmms^).Jand tothe extent arising out ofcv m*|etinQ to or alleging facts that, if proven, would constitute (0 GCC's neA|igenme, gross negligence or willful misconduct and the negligence or willful misconduct of its employees, dimmotora, offioerm, ownwno, mgenha, contractors and representatives inconnection with this Agreement orsnEvent. It is further specifically and expressly understood that the indemnification provided herein constitutes the oedkeo'mnutucdwaiver ofimmunity under Industrial Insurance, Title 51 RCW, solely for the purposes ofthis indemnification, This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 10. Insurance. Sponsor will, atmminimum, carry insurance of types and in amounts as required by applicable Laws and the standards of its industry and, in any case, sufficient to insure against the liabilities bassumes hereunder, including hlSection O. 11. Force Majeure. If either party is unable to perform or timely perform any obligation hereunder by reason of any event beyond such party's reasonable control, including but not limited to fire, flood, epidemic, earthquake, explosion, act of God or public enemy, riot or civil disturbance, strike, lockout or labor dispute, war (declared or undeclared), terrorist threat or activity, or any federal, state, and/or local government, Law, such party shall be excused from performance and FINAL may terminate this Agreement upon fourteen (14) days written notice to the other party. In such instance, SSC will return a pro-rata share of the Sponsorship Fee to Sponsor. 12. Waiver. The failure of either party hereto to insist in any instance upon the strict performance of any provision of this Agreement or to exercise any election contained herein shall not be construed as a waiver or relinquishment for the future of such provision or election. No waiver or modification by any party will be deemed to have been made unless expressed in writing by such party. 13. Savings Clause. If any part of this Agreement shall for any reason be found to be held invalid or unenforceable, such invalidity or unenforeability shall not affect the remainder of this Agreement, which shall survive and be construed as if such invalid or unenforceable part had not been contained herein. 14. Termination. SSC may terminate this Agreement for any reason or for no reason upon fourteen (14) days' prior written notice to Sponsor. If SSC terminates this Agreement for under this section, it will return a pro-rata share of the Sponsorship Fee to Sponsor. Sponsor may terminate this agreement with seven days written notice should the location of the event change and Sponsor's obligations under this Agreement shall cease. This Agreement may also be terminated upon the parties' mutual written agreement. 15. Governing Law. This Agreement will be construed and governed in accordance with the Laws of the State of Washington. The parties consent to the exclusive jurisdiction of the federal and state courts of the State of Washington for the adjudication of any Claims arising between them. Venue for any such Claim will be in a court of competent jurisdiction located in Seattle, Washington. 16. Notices. Any notices that must be made in writing hereunder must be sent by hand delivery, facsimile with confirmation receipt, overnight courier or certified United States mail, return receipt requested, with postage prepaid. All notices will be addressed as follows: If to SSC: Seattle Sports Commission 701 Pike Street, Suite 800 Seattle, WA 98101 If to Sponsor: City of Tukwila ATTN: City Clerk 6200 Southcenter Blvd. Tukwila, WA 98188 With a copy to: City of Tukwila ATTN: Economic Development 6200 Southcenter Blvd. Tukwila, WA 98188 17. Assignment. Sponsor may not assign this Agreement, or any of its rights, benefits or obligations hereunder, without SSC's prior written consent. 18. Counterparts. This Agreement may be executed in one or more counterparts, including facsimile or PDF counterparts, each of which will be considered an original and which together shall constitute one and the same instrument. 19. Entire Agreement. This Agreement supersedes all prior and contemporaneous negotiations, understandings and agreements between the parties, whether written or oral, and constitutes FINAL the final and complete understanding of the parties regarding the subject matter hereof, and both parties acknowledge and agree that neither party has relied on any representations or promises in connection with this Agreement not contained herein. This Agreement may not be amended or modified except by a subsequent written instrument evidencing the express consent of each of the parties, duly executed by the parties. ACKNOWLEDGED AND AGREED TO AS OF THE EFFECTIVE DATE BY: Seattle King County Convention and Visitors City of Tukwila, a Washington Municipal Bureau d/b/a Visit Seattle, a Washington Corporation, — State nonprofit, through its division the Seattle Sports Commission SignpfOe' Ralph L. Morton Signkre /9/la Derek Speck Printed Name: Printed Name: Executive Director Title: Economic Development Administrator Title tr( FINAL EXHIBIT A Sponsor Benefits 2020 Region Ready Conference, May 28, 2020. The following benefits shall be provided to the City as consideration for the City's sponsorship fee, outlined in paragraph 3. 1. The City shall be considered as one of the presenting sponsors for the Event. 2. The City's Economic Development and Tourism wordmark shall be used on all collateral for the Event. 3. Six complimentary admissions to the Event shall be provided to Sponsor. 4. Sponsor shall get to introduce the keynote speaker at the lunch. 5. Sponsor shall be acknowledged in press releases promoting the Event.