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Contract Number: Council Approval 1/13/20
CONTRACT FOR LODGING TAX FUNDING
This Agreement is entered into by and between the City of Tukvvla. VVaehinoton, e non -charter
optional municipal code city hereinafterreferrad to as "the City," and Seattle Rugby, LLC kjba Seattle
8eowo|maa Rugby), hereinafter referred toam"the Contractor," whose principal office is located at 1421
34mAve. Suite 1OO.Seattle, VVA98122.
WHEREAS, the City imposes special excise tax under Chapter 82.08 Revised Code of
Washington /RCVV\, known as the "lodging tax," on furnishing of lodging in hmte|o, motels and similar
business enterprises, uoauthorized under Chapter G7.20RCVV;and
WHEREAS, the City is authorized to use the lodging tax revenue for tourism promotion, as
defined bvChapter 07.28RCVV'and
WHEREAS, Contractor is able to help promote the City to both overnight and day visitors, driving
business to Tukwila restaurants, hotels, retailers, and entertainment establishments; and
WHEREAS, on December 19. 2019 the City's Lodging Tax Advisory Committee considered and
recommended approval of the City's request to obtain funding to enter into a partnership agreement with
the Seawolves to help promote the City to tourists;
WHEREAS, on January 13.2020.the Tukwila City Council concurred with the Lodging Tax
Advisory Committee's recommendation to provide lodging tax funds to Contractor for tourism promotion;
and
WHEREAS" it is appropriate for the City to compensate the Contractor for the costs of promoting
tourism (both day and overnight) in the City; and
IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties
hereto agree as follows:
1'
Scope and Schedule of Services twbmPerformed by Contractor. Contractor shall perform those
oenvioae described on Exhibit A attached hereto and incorporated herein by this reference as if fully
set forth. In performing such eervioem. Contractor shall at all times comply with all Federa|. State.
and local ataduteo, rules and ordinances applicable to the performance of such services and the
handling mfany funds used in connection therewith. Contractor shall request and obtain prior written
approval from the City ifthe scope orschedule iotobomodified inany way.
2' Compensation and Method of Payment. The City ehsd| pay Contractor for eemivao rendered
according to the rote and method set forth on Exhibit B attached hereto and incorporated herein by
this reference. The total amount to be paid shall not exceed $39,000.
3. Duration of Av|remnmmnt. This Agreement shall be in full force and effect for a period commencing
January 15. 2020. and ending Decennbnr31. 2020. unless sooner terminated under the provisions
hereinafter specified.
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CA Revised 2012 Page I of 8
4. Independent Contractor. Contractor and City agree that Contractor is an independent contractor
with respect tothe services provided pursuant tothis Agreement. Nothing inthis Agreement shall be
considered to create the relationship ofemployer and employee between the parties hereto. Neither
Contractor nor any employee ofContractor shall be entitled bzany benefits accorded City employees
by virtue of the services provided under this Aonaonoont. The City shall not be responsible for
withholding or otherwise deducting federal income tax or social security or contributing to the State
Industrial Insurance Pnogmano, or otherwise assuming the duties of an employer with respect tothe
Contractor, orany employee ofthe Contractor.
5. Indemnification. Contractor shall defend, indemnify and hold the Cdv, its offioern, agentu, officie|o,
employees and volunteers hann|eaa from any and all claims, injuries, dmnnogns. |oomem or suits
including attorney fees, arising out of or in connection with the performance of this Aonaann*nt,
except for injuries and damages caused by the oo|a negligence of the City. Should a court of
competent jurisdiction determine that this Agreement is subject to RCVV 4.24.115. then, in the event
ofliability for damages arising out ofbodily injury to persons ordamages to property caused by or
resulting from the concurrent negligence ofContractor and the Citv, its officera, uffioia|o, annp/nyaee,
and volunteers, Contractor's liability hereunder shall be only to the extent of Contractor's negligence.
It iafurther specifically and expressly understood that the indemnification provided herein constitutes
Contractor's waiver ofimmunity under Industrial Insurance, Title 51 0CVV, solely for the purposes of
this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this
section shall survive the expiration nrtermination ofthis Agreement.
6. Insurance. Contractor shall procure and maintain for the duration of the Aoraennant, insurance
against claims for injuries to persons urdamage to property which may arise from or in connection
with the performance of the work hereunder by the Contraotor, their agentu, repromenbgivaa,
employees or subcontractors. Contractor's maintenance of insurance, its scope ofcoverage and
limits as required herein nho|| not be construed to limit the liability of the Contractor to the coverage
provided bvsuch insurance, orotherwise limit the City'erecourse toany remedy available atlaw or|n
equity.
A. Minimum Scope wfInsurance. Contractor shall obtain insurance ofthe types and with the limits
described below:
1. Automobile Liability insurance with @ nnininnunn combined single limit for bodily injury and
property damage of$1.00O.UOU per accident. Automobile |imbi(dv insurance shall cover all
ownod, non-ovvnmj, hired and leased vehicles. Coverage shall be written on Insurance
Services Office (|8(]) h)rrn CA OO 01 or m substitute form providing equivalent liability
coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage.
2. Commercial General Liabilitv insurance with limits no less than $1,000,000 each occurrence,
$2,000,000 general aggregate and $2,000,000 prod u cts-com pleted operations aggregate
limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence
h»rrn CG 0001 and shall cover liability arising from pnenniuea, opmraUono, independent
contractors, prod ucts-com pleted operations, stop gap liability, personal injuryondodvertiaing
injury, and liability assumed under an insured contract. The Commercial General Liability
insurance shall beendorsed toprovide aper project genoro|aggregeb*\inmitueing|G(]forno
CG 2503O5O9oranequivalent endorsement. There shall banVexclusion for liability arising
from explosion, collapse orunderground property damage. The City shall benamed aaan
additional insured under the Contractor's Commercial General Liability insurance policy with
respect to the work performed for the City using ISO Additional Insured endorsement CG 20
10 10 01 and Additional Insured -Completed Operations endoreannwntCG 20 37 1001 or
substitute endorsements providing atleast oebroad coverage.
CARevised December 2O18 Page 2u[8
3.Workers' Compensation coverage asrequired by the Industrial Insurance laws of the State of
Washington.
B. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General
Liability insurance policies are to contain, or be endorsed to contain that they shall be primary
insurance with respectbothm City. Any insurance, aa|f-ineunance, or insurance pool coverage
maintained by the City shall be excess of the Contractor's insurance and shall not contribute with
it.
C. AcceptabilitywfInsurers. Insurance iotobeplaced with insurers with acurrent A.M.Best rating
of not less than A: VII.
D. Verification of Coverage. Contractor shall furnish the City with original oedificateoendacopycf
the amendatory endmrmennentn, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of the Contractor before commencement of
the work. Upon request by the Qty. the Contractor shall furnish certified copies of all required
insurance po|icieo, including endonaementa, required in this Agreement and evidence of all
subcontractors' coverage.
E. Subcontractors. Contractor shall have eo|a responsibility for determining the insurance
coverage and limits naquimed, if any, to be obtained by subcontractors, which determination ehm!|
bemade inaccordance with reasonable and prudent business practices.
F. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this
work with written notice of any policy canoa||ation, within two business days of their receipt of
such notice.
G. Failure to 88aimkmim Insurance. Failure on the pad of the Contractor to maintain the insurance
as required ehmU constitute a material bnomoh of contract, upon which the City may, after giving
five business days notice to the Contractor to correct the breooh, immediately terminate the
contract or, atits discretion, procure orrenew such insurance and pay any and all pnerniunna in
connection tharovvith, with any aurne so expended to be repaid to the City on dammand, or at the
sole discretion of the City, offset against funds due the Contractor from the City.
B- Record Kempimq and Rmportimq'
A. The Contractor shall maintain accounts and recondo, including personnel, propedy, financial and
programmatic records which sufficiently and properly reflect all direct and indirect costs of any
nature expended and services performed in the performance of this Agreement and other such
records as may be deemed necessary by the City to ensure the performance of this Agreement.
B. These records shall be maintained for a period of seven (7) years after termination hereof unless
permission to destroy them is granted by the office of the archivist in accordance with RCVV
Chap1er4O.14 and by the City.
9' Audits and Inspections. The records and documents with respect to all matters covered by this
Agreement shall be subject at all times to inspection, review oraudit by law during the performance
ofthis Agreement.
10' Termination. This Agreement may at any time be terminated by the City giving to the Contractor
thirty (30) days written notice of the Citv's intention to terminate the same. Failure to provide
products on schedule may roeu|1 in contract termination. If the Contractor's insurance coverage is
canceled for any reason, the City shall have the right to terminate this Agreement immediately.
11' Discrimination Prohibited. Contractor, with regard tothe work performed byitunder this
Aonemrnmnt, will not discriminate on the grounds of race, re|igimn, nnaed, oo|or, national orig\n, oge,
veteran status, aew, sexual orientation, gender identity, marital status, political affiliation, the
CARevised December 20O Page 3o[8
presence of any dioobi|Uv, or any other protected daeo status under state or federal lovv. in the
selection and retention of employees or procurement of materials or supplies.
12. Assignment and Subcontract. Contractor shall not assign or subcontract any portion of the
services contemplated by this Agreement without the written consent of the City.
13' Entire Agreement; Modification. This Aomaement, together with attachments or addenda,
represents the entire and integrated Agreement between the City and the Contractor and
supersedes all prior negotiations, nepreoentatione, oragreements written or oral. Noamendment or
modification of this Agreement shall be of any force or effect unless it is in writing and signed by the
parties.
14. SeverabiUitV and Survival. |fany term, condition orprovision ofthis Agreement iodeclared void or
unenforceable nrlimited in its application or effect, such event shall not affect any other provisions
hereof and all other provisions shall eannoin fully enforceable. The provisions of this Aoreanmmnt,
which bytheir sense and context are reasonably intended hosurvive the connp/etion, expiration or
cancellation ofthis Agreement, shall survive termination ofthis Agreement.
15. Notices. Notices to the City of Tukwila shall be sent to the following address:
City Clerk, City of Tukwila
G2OOSoubhoanterBlvd.
Tukwila, Washington S8188
With acopy to:
Office ofEconomic Development
City ofTukwila
02OOGouthconterBlvd.
Tukwila, VVA98188
Notices to the Contractor ahoU be sent to the address provided by the Contractor upon the
signature line below.
16. Applicable Law; Venme|Attmmmmy's Fees. This Agreement shall begoverned bvand construed in
accordance with the laws of the State of Washington. In the event any suit, arbitrmtion, or other
proceeding is instituted to enforce any term of this Amneennant, the parties specifically understand
and agree that venue shall boproperly laid inKing County, Washington. The prevailing party inany
such action shall beentitled tnits ottorney'mfees and costs nfsuit.
DATED this
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CITY OFTUKN|LA CONTRACTOR
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ATTEST/AU
City Clerk, Christy O'Flaherty
CA Revised December 2016
Printed Name and Title:
Address:
Page 4of8
APPROVED AS TO FORM:
Office of the City Attorney
CARevised December 2016 Page 6nf0
Exhibit "A"
Scope of Services
As part of this Agreement, the City and the Contractor agree to the following scope of services for this
partnership. The goal of this partnership to help increase tourism promotion in the City by helping bring
visitors to the City and to help with the overall brand image of the City.
Intellectual Propertv and Use of Marks
1. Contractor grants the City a non-exclusive license to use the Seawolves marks and images for
tourism promotion activities.
2. City grants Contractor non-exclusive license to use the Citv'stourienn promotion marks. Use of
the City Seal ianot authorized under this Agreement. The City shall have the sole discretion to
determine the content and extent of the Citv'a tourism promotion marks.
PresenUnO8pnnaor
1. The City shall be the presenting sponsor for the January 26, 2020 exhibition match between the
Seevvulveeand Tasman yWekn(New Zealand). The City shall also bethe presenting sponsor for
one regular season match of the Seawolves, mutually agreed on by City and Contractor.
a. As part of the presenting sponsor benefits, the City shall receive the following:
i. Promotion for both games shall state, "Presented by" including the City's name and
tourism mark exposure.
ii. Presenting partner for halftime activity.
G*nana|Marketinq and BrendinqActivities
1. The location of all home games for 2020 shall be listed as "Tukwila" and not reference Seattle.
This shall include social media posts and tags, as well as media alerts, press releases and
announcements.
2. City shall receive at least one 15-second PA announcement including the Tukwila logo on
videmboanjateach 2O2Ohome match.
3. Ten separate appearances of at least one -hour each by a Seawolves player. Dates and times of
player appearances shall bemutually agreed byCity and Contractor.
4. Seawolves players to appear and participate in promotional video for the City. City shall be
responsible for production and any costs associated with production.
5. At least one ROOT Sports TV Billboard per home ROOT Sports broadcast (includes eight
seconds mfcopy and tourism mark axpuaure).
0. Contractor and City shall host two away match viewing parties in 2020 at bar or restaurant
within the City. City shall be responsible for securing the venue. 8eavvm|vea aho|| provide:
e. Minimum of one Seawolves player, this player appearance does not count towards the
player appearances identified innumber 3ofthis section.
b. Attendance by0eovvu|veomascot (Ruckv).
u. 8aawo|veogear for giveaways.
d. Major League Rugby Championship Shield.
e. Contractor will promote ovvoy match viewing parties via email and its 000im| media
platforms.
7. The City shall organize fan day experiences on one or two days within the City. The fan days will
be within the City'e diooreUon, but could include special deals and discounts for fans wearing
Seawo|veegear. The City ieresponsible for organizing businesses tobepart mfthe fan day.
Seawolves will operate and staff a pop-up location in the Southcenter area during the fan days.
CARevised December 201G Page 6nf8
The pop up will include merchandise for fans to purchase. Seawolves will promote the fan days
via email and social media.
8. When available, City agrees to provide space on the billboard located on West Valley Hwy and S.
1OOmStnaeL|tioundermtondbythepartieatha[vvhi|othobiUboondieonCitvpvvnedlond.the
billboard structure and the advertising on the billboard is controlled by othin1 party. The City will
work in good faith to secure free advertising space on the billboard, but there is no guarantee that
space will be made available or at what cost to Seawolves. Contractor is responsible for
designing any ads placed on the billboard at Contractor's sole cost. Any ads placed on the
billboard will feature the City'stourism mark.
Economic Development
For economic development promotion and marketing purposes, Contractor shall provide the City with
1. Four tickets 0oeach 2O20home match.
2. One parking pass for each 2O2Ohome match.
3. Four post -match VIP party passes for all 2020 home matches. VIP party includes meet and greet
ofGeuvvo|voa and visiting teams at81odine Sports.
It's understood by the parties that the City may use these tickets and passes for raffles, promotions,
or other activities intended to promote the City for tourism and economic development purposes. In
the event tickets are not used for a match, City agrees to inform Contractor who may then repurpose
the tickets aeContractor sees fit.
4. A lodging establishment within the City, chosen by Contractor, shall serve as the official hotel for
all visiting teams.
CARevised December %O18 Page 7of8
Exhibit "B"
Compensation and Method of Payment
City shall compensate Contractor a total of $39,000 for work performed under this Agreement. Payment
shall be as follows:
1. Installment #1 of $19,500 shall be due by March 1, 2020.
2. Installment #2 of $19,500 shall be due by June 1, 2020.
Contractor shall provide the City an invoice 30-days prior to the due dates for each installment listed
above. Additionally, with Installment #1 Contractor shall provide the City with a completed W-9 form and
shall verify to the City the lodging establishment that will serve as the official hotel for visiting away
teams. Payment to Contractor shall be made by check or if approved by both parties, by credit card.'
With the invoice for installment #2 the Contractor shall provide the following information:
1. Total attendance for all home matches (both exhibition and regular season). As practical, data
showing the geographic location of where fans live (Note, the City does not want home
addresses).
2. Estimated room nights generated by visiting teams.
3. Examples of digital posts, emails, or other collateral showing the City's sponsorship activities.
4. Any data the Contractor feels demonstrates the value of the partnership with the City.
The Contractor currently plays all of their home matches at Starfire Sports in Tukwila. Should Contractor
move any home games outside of Tukwila, the City may cancel this Agreement and will be entitled to a
full refund of any funds paid and shall not be responsible for any future payments.
CA Revised December 2016 Page 8 of 8