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HomeMy WebLinkAbout20-088 - Rave Foundation- 2020 Rave Green 5K Run (Virtual)20-088 Council Approval N/A SPONSORSHIP AGREEMENT This Sponsorship Agreement er with all attachments and exhibitsthe ment") is entered into by and between the City of Tukwila , a non -charter 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 Virtual 2020 "Rave Green 5K Run" (the "Event") on or betore December 1, 2020. Rave shall strive to have a minimum of 400 people participate in the race. 2. Term. This Agreement begins upon mutual execution by the parties and continues until December 31, 2020, unless earlier terminated as permitted herein. 3. Sponsorship Fee. In consideration for the benefits described in this Agreement, the City will pay Rave $750 (the "Sponsorship Feel. 4. Additional Benefits to City. In addition to brining the event to the City, Recipient shall provide the benefits to the City outlined in Attachment "A" of this Agreement. 5. Event Logistics.Raveissokek/responsibhefnrurganizingandoperatngtheEvent.This Agreement creates no obligation on the City to manage 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 a governmental entity for the Event. It is expressly noted by both parties that the Event shall be virtuaL. 6. Payment. a. After the Event has concluded, Rave wiU provide the City an invoice for the Sponsorship Fee. The invoice must be provided to the City no later than December 15, 2020. The City shall have 30 -days to pay the invoice once received. With the invoice, Rave shaU provide a brief report within the foUowing information: Total number of race participants, including zip code data for participants. ii. Total number of participants that picked up their race shirts in Tukwila. iii. Select photos of participants, submitted by participants. Rave is responsible for ensuring permission has been obtained for use of the photos. iv. Examples of promotion done by Rave to promote the event. v. Examples of marketing collateral used for the Event. b. If the event is canceled for any reason the City shall not be responsible for payment of the Sponsorship fee. yzpx22*6072.00cx;1/ 3osoonuo1/> 7. Indemnification. Rave shall defend, indemnify and hold the City, its officers, agents, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the Event or Rave's performance under this Agreement, except for ijuries and damages caused by the sole negligence of the City. It is further specifically and expressly understood that the indemnification provided herein constitutes Rave's waiver of immunity under Industrial Insurance, Title 51 RCW, 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 or termination of this Agreement. 8. Intellectual Property. a. License. City of Tukwila Tourism Marks andSaving Local. KTMarks. The City hereby grants to Recipient a worldwide, non-exclusive, non-transferrable, non sublicensable and royalty free right and license to use its name, logo, wordmarks or other trademarks ("City of Tukwila Tourism Marks" and "Saving Local, KC Marks") in promotional, advertising, commercial and marketing materials, in alt formats and media including but 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 including 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 it has the right to use City of Tukwila Marks and Saving Local, KC Marks. However, the scope of this license to RAVE shall 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 or Saving Local, KC 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 seal of the City of Tukwila by Recipient is not authorized under this agreement. 9. Miscellaneous. a. Notices. Alt notices shatl be sent in writing to the addresses listed in the signature blocks below, orto an address that may otherwise directed herein, and shall be deemed received on the third (31) day after deposit in mail, The parties also recognize and accept the sufficiency of electronic mail communications. Alt official notice sent through electronic communication shall be sent with a read receipt and shall be deemed received upon return of that read receipt notice. a. Police Powers. Nothing in this Agreement shall be interpreted to limit, restrict, or diminish the police powers of the City of Tukwila conveyed upon it bythe State of Washington. {DPxzmoor2.nocx11z osuouou1/> b. Assignment. No party may assign any of its rights under this Agreement or delegate 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. Governing Law and Venue. AU matters arising relating to this Agreement shall be governed and construed in accordance with the Laws of the State of Washington without giving effect to any choice -of -law provision or rule. The state and federal courts of King County, Washington shaU have the exclusivejurisdiction over the resotution of any disputes that arise under this Agreement, and each party submits to the personal jurisdiction of such courts. b. Successors and No This Agreement is legally 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 of the terms of this Agreement. d. Relationship mfthe Parties. Recipient and City agree that Recipient is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create 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 be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Recipient, or any employee of the Recipient. c. 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. d. 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. e. Waiver and Sai. 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, iliegal 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. CITY OF TUKWILA {Dpx22*6072.nOCx;1/13175u00001/} Recipient By: 44,117 -P;4 -4e -4 -f - Printed Name: Ashley Fosberg Address: 158SJackson Street, Suite 200, Seattle, WA 98104 Attachment A 2020 SEATTLE SOUNDERS FC RAVE GREEN RUN Sponsor Benefits for City of Tukwila Gold Sponsor Level, $750 1. The City of Tukwila is sponsoring this event under its "Saving Local, KC" brand. Saving Local, KC shall be listed as a sponsor on all marketing materials (digital and print) for the event. 2. Rave Foundation shall provide a discount code for use for Saving Local customers to get a discount on the race. 3. Shirt pick up shall occur within the corporate boundaries of the City of Tukwila at a location selected by Rave Foundation. Shirt pick up locations must comply with all relevant State, County, and local health regulations pertaining to the COVID-19 pandemic. 4. Thank you mention in at least two emails to race participants. Emails shall include links to SavingLocalKC.com. 5. Recognition on at least one social medial post from Rave Foundation, including tagging Saving Local, KC social media account(s). 6. City and Rave Foundation shall work to distribute a press release highlighting the race and Saving Local, KC (and all sponsors) participation in the event. VDpxo*on 2.00cx3/13175onono1/>