HomeMy WebLinkAbout21-080 - Seattle Rugby, LLC - 2021 Seattle Seawolves PartnershipCity of Tukwila
6200 Southcenter Boulevard, Tukwila WA 98188
Contract Number: 21-080
Council Approval 5/3/21
CONTRACT FOR LODGING TAX FUNDING
This contract (hereinafter referred to as "the Agreement") is entered into by and between the
City of Tukwila, Washington ("the City"), a non -charter optional municipal code city, and Seattle Rugby,
LLC (dba Seattle Seawolves Rugby) ("the Contractor"), whose principal office is located at 1421 34th
Ave. Suite 100, Seattle, WA 98122.
WHEREAS, the City imposes a special excise tax under Chapter 82.08 Revised Code of
Washington (RCW), known as the "lodging tax," on furnishing of lodging in hotels, motels and similar
business enterprises, as authorized under Chapter 67.28 RCW; and
WHEREAS, the City is authorized to use the lodging tax revenue for tourism promotion, as
defined by Chapter 67.28 RCW; 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 April 9, 2021, the City's Lodging Tax Advisory Committee considered and
approved the City's request to obtain lodging tax revenue for tourism promotion; and
WHEREAS, the City concurs with the Lodging Tax Advisory Committee's recommendation to
provide lodging tax revenue 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 to be Performed by Contractor. Contractor shall perform
those services described on Exhibit A attached hereto and incorporated herein by this reference as
if fully set forth. In performing such services, Contractor shall at all times comply with all Federal,
State, and local statutes, rules and ordinances applicable to the performance of such services and
the handling of any funds used in connection therewith. Contractor shall request and obtain prior
written approval from the City if the scope or schedule is to be modified in any way.
2. Compensation and Method of Payment. The City shall pay Contractor for services rendered
according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by
this reference. The total amount to be paid shall not exceed $20,000. Contractor shall also provide
the City a credit of $4,329, thus the total value of this Agreement is $24,329.
3. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing
May 4, 2021and ending December 31, 2021 unless sooner terminated under the provisions
hereinafter specified.
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4. Independent Contractor. Contractor and City agree that Contractor 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 Contractor nor any employee of Contractor 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 Contractor, or any employee of the Contractor.
5. Indemnification. Contractor 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 performance of this Agreement,
except for injuries and damages caused by the sole negligence of the City. Should a court of
competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event
of liability for damages arising out of bodily injury to persons or damages to property caused by or
resulting from the concurrent negligence of Contractor and the City, its officers, officials,
employees, and volunteers, Contractor's liability hereunder shall be only to the extent of
Contractor's negligence. It is further specifically and expressly understood that the indemnification
provided herein constitutes Contractor'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.
6. Insurance. Contractor shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in connection
with the performance of the work hereunder by the Contractor, their agents, representatives,
employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and
limits as required herein shall not be construed to limit the liability of the Contractor to the coverage
provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or
in equity.
A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the
limits described below:
1. Automobile Liability insurance with a minimum combined single limit for bodily injury and
property damage of $1,000,000 per accident. Automobile liability insurance shall cover all
owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance
Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability
coverage. If necessary, the policy shall be endorsed to provide contractual liability
coverage.
2. Commercial General Liability insurance with limits no less than $2,000,000 each
occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations
aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO
occurrence form CG 00 01 and shall cover liability arising from premises, operations,
independent contractors, products -completed operations, stop gap liability, personal injury
and advertising injury, and liability assumed under an insured contract. The Commercial
General Liability insurance shall be endorsed to provide a per project general aggregate
limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no
exclusion for liability arising from explosion, collapse or underground property damage. The
City shall be named as an 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
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Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as
broad coverage.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State
of Washington.
B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher
insurance limits than the minimums shown above, the Public Entity shall be insured for the full
available limits of Commercial General and Excess or Umbrella liability maintained by the
Contractor, irrespective of whether such limits maintained by the Contractor are greater than
those required by this Contract or whether any certificate of insurance furnished to the Public
Entity evidences limits of liability lower than those maintained by the Contractor.
C. 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 respect to the City. Any insurance, self-insurance, or insurance pool coverage
maintained by the City shall be excess of the Contractor's insurance and shall not contribute
with it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best
rating of not less than A: VII.
E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy
of the amendatory endorsements, 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 City, the Contractor shall furnish certified copies of all
required insurance policies, including endorsements, required in this Agreement and evidence
of all subcontractors' coverage.
F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide
insurance coverage that complies with all applicable requirements of the Contractor -provided
insurance as set forth herein, except the Contractor shall have sole responsibility for
determining the limits of coverage required to be obtained by Subcontractors. The Contractor
shall ensure that the City is an additional insured on each and every Subcontractor's
Commercial General liability insurance policy using an endorsement as least as broad as ISO
CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations.
G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for
this work with written notice of any policy cancellation, within two business days of their receipt
of such notice.
H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance
as required shall constitute a material breach of contract, upon which the City may, after giving
five business days notice to the Contractor to correct the breach, immediately terminate the
contract or, at its discretion, procure or renew such insurance and pay any and all premiums in
connection therewith, with any sums so expended to be repaid to the City on demand, or at the
sole discretion of the City, offset against funds due the Contractor from the City.
8. Record Keeping and Reporting.
A. The Contractor shall maintain accounts and records, including personnel, property, 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.
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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
RCW Chapter 40.14 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 or audit by law during the performance
of this Agreement.
10. Force Majeure, Neither Party shall be held liable for any delay or failure in performance of any
part of this Agreement from any cause or event beyond its reasonable control, including, but no
limited to, acts of God, acts or regulations of any governmental authority, acts of civil or military
authority, embargoes, epidemics, pandemics, war, accident, terrorist acts, riots, insurrections,
fires, explosions, earthquakes, nuclear accidents, floods, strikes, industrial disputes, and power
blackouts affecting facilities. Upon the occurrence of a condition or event described in this section,
the Party whose performance is prevented shall give written notice to the other Party, and the
Parties shall promptly confer, in good faith, to agree upon equitable, commercially reasonable
action to minimize the impact, on both Parties, of such conditions.
11. Discrimination Prohibited. Contractor, with regard to the work performed by it under this
Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age,
veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the
presence of any disability, or any other protected class status under state or federal law, 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 Agreement, together with attachments or addenda,
represents the entire and integrated Agreement between the City and the Contractor and
supersedes all prior negotiations, representations, or agreements written or oral. No amendment
or modification of this Agreement shall be of any force or effect unless it is in writing and signed by
the parties.
14. Severabilitv and Survival. If any term, condition or provision of this Agreement is declared void
or unenforceable or limited in its application or effect, such event shall not affect any other
provisions hereof and all other provisions shall remain fully enforceable. The provisions of this
Agreement, which by their sense and context are reasonably intended to survive the completion,
expiration or cancellation of this Agreement, shall survive termination of this Agreement.
15. Notices. Notices to the City of Tukwila shall be sent to the following address:
City Clerk, City of Tukwila
6200 Southcenter Blvd.
Tukwila, Washington 98188
With a copy to:
Office of Economic Development
City of Tukwila
6200 Southcenter Blvd.
Tukwila, WA 98188
Notices to the Contractor shall be sent to the address provided by the Contractor upon the
signature line below.
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16. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed
in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other
proceeding is instituted to enforce any term of this Agreement, the parties specifically understand
and agree that venue shall be properly laid in King County, Washington. The prevailing party in
any such action shall be entitled to its attorney's fees and costs of suit.
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DATED this e day of
CITY OF TUKWILA
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Allan Ekberg, Mayor
5/20/2021
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City Clerk, Christy O'Flaherty
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Office of the City Attorney
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CONTRACTOR
By:
Printed Name/Title:
Address:
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Exhibit "A"
Scope of Services
1. RIGHTS AND SERVICES: Seawolves hereby grants to City the rights specified as follows:
a. Non -Exclusive use of Seattle Seawolves marks for advertising and promotional
purposes.
b. Presenting sponsor of one (1) Seawolves home match
i. Presenting sponsor benefits include:
1. Promotion of game on ROOT Sports television broadcast, including
"Presented by" including the City's name and tourism mark exposure.
2. Social media post leading up to the match with City's tourism mark and
tag.
c. Presenting sponsor of upcoming "Get to know the Seawolves" social media campaign.
i. Seawolves produced player videos posted to Seawolves social channels with
"Welcome back to Tukwila" or "Welcome to Tukwila" messaging in body of post
and City of Tukwila tag.
d. Halftime recognition at two (2) Seawolves home matches for mutually agreed upon City
of Tukwila businesses or first responders.
i. Business recognition to include:
1. PA announcement recognizing Tukwila business / first responders who
persevered through the adversity of 2020.
2. Logo on videoboard
e. At least one (1) ROOT Sports TV Billboard per home ROOT Sports broadcast (includes
eight seconds of copy and tourism mark exposure)
f. Location for all 2021 home games shall be listed as "Tukwila" and not reference Seattle.
g. A lodging establishment within the City of Tukwila, chosen by the Seawolves, shall serve
as the official hotel for all visiting teams.
h. The City and Contractor shall issue a joint press release highlighting the sponsorship.
i. City and Contractor shall post on their respective social media pages post announcing
the partnership.
j. City of Tukwila listed on Seawolves partner page with logo and copy.
k. Five (5) pieces of autographed Seawolves merchandise
I. Five (5) one-hour player appearances
m. City shall provide, subject to space availability and limitations, access for Seawolves to
use the City billboard access on the digital billboard at West Valley Hwy and S. 180th
Street. Seawolves are responsible for designing any digital ad on the billboard and shall
place the City's tourism mark on the displayed ad.
2. TRADEMARK USE: Seawolves hereby grant City a limited license to use the names, designs,
illustrations, logos, and trademarks of the Seawolves in connection with the promotion of this
sponsorship. As outlined in section 9 of this Agreement, City hereby grants Seawolves, for the term
of this Agreement, a limited license to use the names, design, illustrations, logos, and trademarks of
City in connection with the promotion of this sponsorship. All trademarks should be reproduced
accurately and all artwork using such marks must be approved in advance. Each party shall have at
least three (3) days prior to the printing of any materials containing its name, logo, or other
trademark to review and approve the use of such material. All use, if any, of names or trademarks
of either party shall inure solely to the benefits of their respective owners. Nothing in the Agreement
is intended to convey any right or other interest in either party's proprietary marks to the other and
each party shall retain all copyrights in any materials provided to the other in connection with the
sponsorship.
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Exhibit "B"
Compensation and Method of Payment
Total value of this Agreement is $24,323. Contractor and City agree that a credit of $4,329 from the
2020 season, which was canceled due to C(]\/|C-10, will be credited to this Agreement. The City shall
provide a total cash payment of $20,000 to Contractor. Contractor shall provide the City with an invoice
30 -days prior to the due dates below.
nt #1, Due June 15, 2021
• $10,000
Payment #2'Due July 15, 2021
• $5,000
Payment #3, Due August 15, 2021
• $5,000
With the invoice for installment #3 (or the last invoice in the event of termination of this Agreement) the
Contractor shall provide the following information:
1. Total attendance for all home matches (both exhibition and regular season). As pn3ctica|, 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 and the name of the official hotel for the
away team.
3. Examples of digital pO8t3, ern@i/8. 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.
In the event any home games are canceled due to CO\/C-19 or other circumstances outside the
control of Contractor, the City and Contractor shall work in good faith to modify the scope of services
outlined in exhibit "A" to provide value to the City in meeting its tourism promotional goals.
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