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HomeMy WebLinkAbout21-122 - Washington Athletic Club - USA Rugby 7s National Championship Sponsorship Agreement21-122 Council Approval N/A SPONSORSHIP AGREEMENT This Sponsorship Agreement (together with all attachments and exhibits, the "Agreement") 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 the Washington Athletic Club, a Washington non-profit corporation ("WAC" or "Recipient"). RECITALS WHEREAS, the USA Rugby 7s National Championship is scheduled to be held at Starfire Sports in the City of Tukwila in August 2021 ("Event"), and WHEREAS, the Event will be organized and operated by the WAC; and WHEREAS, the City of Tukwila wishes to sponsorthe Event in order to promote tourism and local businesses; and WHEREAS, the City of Tukwila's Lodging Tax Advisory Committee and City Council approved a lodging tax application to sponsor this tourism event; and NOW THEREFORE, in consideration of the terms and conditions set forth below, or attached and incorporated and made a part hereof, the parties agree as follows: AGREEMENT 1. Term. This Agreement begins upon mutual execution by the parties and continues until December 31, 2021, unless earlier terminated as permitted herein. 2. Sponsorship Fee. In consideration for the benefits described in this Agreement, the City will pay WAC a sponsorship fee ("Sponsorship Fee"), outlined in Attachment "A" of this Agreement. 3. 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. 4. Event Logistics. WAC and others are responsible for organizing and operating the Event. This Agreement creates no obligation on the City to manage the Event's planning, logistics, and/or operations. Through this Agreement, the City's sole role is of a sponsor for the Event. 5. Payment of Sponsorship Fee. a. After the Event has concluded, WAC will provide the City an invoice for the Sponsorship Fee. The invoice must be provided to the City no later than September Final, July 22, 2021 30, 2021. The City shall have 30 -days to pay the invoice once received. With the invoice, WAC shall provide a brief report to the City within the following information: i. Total number of teams participating in the Event, including where each team is from. ii. Total number of participants for each team. iii. Total number of rugby games played at the Event. iv. List of Tukwila hotels used for the Event and total number of room nights generated from the Event. V. Select photos of the Event. WAC is responsible for ensuring permission has been obtained for use of the photos. vi. Examples of promotion done by WAC to promote the Event. vii. Examples of marketing collateral used for the Event. b. If the Event is canceled for any reason, prior to completion of the Event, the City shall not be responsible for payment of the Sponsorship Fee. c. If any part of the Event occurs outside the corporate boundaries of the City of Tukwila, the City shall not be responsible for payment of the Sponsorship Fee. 6. [This section intentionally deleted] 7. Indemnification. WAC 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 WAC's performance under this Agreement, except for injuries and damages caused by the sole negligence of the City. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.2 .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 the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under lndus ri l l surance, 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. License of City of Tukwila Tourism Marks. 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") in promotional, advertising, commercial and marketing materials, in all formats and media Updated, July 21, 2021 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. However, the scope of this license to WAC shall be interpreted as limited to accomplishing the purposes set forth in this Agreement in support of the Event and for no other purpose. WAC 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 seal of the City of Tukwila by Recipient is not authorized underthis agreement. 9. Miscellaneous. a. Notices. All notices shall be sent in writing to the addresses listed in the signature blocks below, or to an address that may otherwise directed herein, and shall be deemed received on the third (3'd) day after deposit in mail. The parties also recognize and accept the sufficiency of electronic mail communications. All 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 Pourers. Nothing in this Agreement shall be interpreted to limit, restrict, or diminish the police powers of the City of Tukwila conveyed upon it by the State of Washington. b. Ails nent. 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. Go erorng Low orad Venn . All 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 shall have the exclusive jurisdiction over the resolution of any disputes that arise under this Agreement, and each party submits to the personal jurisdiction of such courts. b. SuccessQrs and Assr res® No Third-PartBeneficiaries. 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. Updated, July 21, 2021 d. Relationship aft 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 Aare,emerrt. 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. Arnendmen . 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. Waiver and Saving . The failure of either party to enforce any of the provisions of this Agreement, orto exercise any option provided in this Agreement, orto 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, illegal 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 TUINVILA Derek Speck, ED Administrator 8/2/21 Updated, July 21, 2021 Recipient By: Printed Name: 4W -#f YN4 M !L N Address: Attachment A 2021 USA Rugby 7s National Championship Sponsor Benefits for City of Tukwila 1. The Event shall be held within the corporate boundaries of the City of Tukwila. 2. Experience Tukwila shall be listed as a sponsor on all marketing materials (digital and print) for the event that includes sponsorship information. 3. WAC shall select a hotel (or hotels) within the corporate boundaries of the City of Tukwila to serve as the official lodging establishment for the Event. Hotels selected shall be listed exclusively on all Event websites and communications to teams about the event. 4. Emails and other communications to participants and fans will include information about ExperienceTukwila.com. 5. WAC, City, and other event organizers to issue joint press release promoting the event and City partnership. 6. Social media for the event shall tag the Experience Tukwila social media accounts. 7. City is permitted to build out a custom page on ExperienceTukwila.com or other medium, with discounts for participants. In exchange for the consideration provided above, the City shall provide a one-time payment of $10,000 within in 30 -days of final invoice from the WAC. The final invoice shall be submitted to the City after the conclusion of the Event. Updated, July 21, 2021