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HomeMy WebLinkAbout21-143 - Rave Foundation - Sponsorship Agreement: 2021 Rave Green Run21-143 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"), and Rave Foundation, a Washington non-profit corporation, organized as a tax-exempt public charity under IRC 501c-3 ("Recipient") (collectively, the "Parties"). RECITALS WHEREAS, the Recipient is scheduled to hold the 2021 Rave Run in the City of Tukwila on Sunday, September 19, 2021 (the "Event"); and WHEREAS, the Event will be organized and operated by the Recipient; and WHEREAS, the City of Tukwila wishes to sponsor the 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; 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 the Recipient a sponsorship fee ("Sponsorship Fee"), as 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, as outlined in Attachment "A" of this Agreement. 4. Event Logistics. Recipient is solely 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, Recipient will provide the City an invoice for the Sponsorship Fee. The invoice must be provided to the City no later than November 1, { KZS2479286. DO CX;1/13175.000001/ 2021. The City shall have 30 -days to pay the invoice once received. With the invoice, Recipient shall provide a brief report to the City within the following information: i. Digital photos of the Event. ii. Digital copies of select media and social media promoting the Event. iii. Total number of Event participants. b. lithe 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. Insurance. Recipient shall each have the following specific insurance obligations with respect to the Event and this Agreement: a. Performance of this Agreement. Maintain for the duration of the Term of this Agreement commercial general liability insurance, directors and officers insurance and worker's compensation and employer's liability insurance, with limits not less than $2,000,000.00 per occurrence, $2,000,000 general aggregate sufficient to insure its obligations in performance arising under this Agreement. b. Insurance for the Event. Recipient shall insure the Event, including all Event activities, and specifically with commercial general liability insurance including personal injury with limits of not less than $2,000,000.00 per occurrence and $2,000,000.00 general aggregate. In addition, Recipient shall include City of Tukwila as an additional insured on all Event -specific policies and shall provide the City of Tukwila proof of insurance no later than two (2) weeks prior to the Event date. Additionally, Recipient shall be responsible for acquiring from each participant and volunteer a waiver and release of liability which shall name the City of Tukwila as an additional released and indemnified party and shall provide the City of Tukwila a copy of said releases upon request. 7. Indemnification. Recipient 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 Recipient'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 4.24.115, 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 the Recipient and the Public Entity, its officers, officials, employees, and volunteers, the Recipient's liability hereunder shall be only to the extent of the Recipient's negligence. It is further specifically and expressly understood that the indemnification provided herein {KZS2479286.DOCX;1/13175.000001/} CAO Version, 8/2021 constitutes the Recipient'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. 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 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 Recipient shall be interpreted as limited to accomplishing the purposes set forth in this Agreement in support of the Event and for no other purpose. Recipient 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 under this 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 (3rd) 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 Powers. 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. 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. All matters arising relating to this Agreement shall be governed and construed in accordance with the laws of the State of Washington {KZS2479286.DOCX;1/13175.000001/} CAO Version, 8/2021 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. d. Successors and Assigns; No Third -Party Beneficiaries. 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 of the 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. e. 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. f. 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. g. Waiver and Savings. 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, 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. {KZS2479286.DOCX;1/13175.000001/} CAO Version, 8/2021 CITY OF TUKWILA Recipient 9 Derek Speck, ED Administrator APPROVED AS TO FORM oe $ai d Office of the City Attorney By: Printed Name: Ashley Fosberg Title: Executive Director Address: 406 Occidental Ave S, Seattle, 98104 {KZS2479286.DOCX;1/13175.000001/} CAO Version, 8/2021 Attachment A 2021 Rave Green Run Sponsor Benefits for City of Tukwila Social Week of September 13: One dedicated post thanking Experience Tukwila, mutually agreeable copy, tagging Experience Tukwila, promoting registration Race Day, September 19: Experience Tukwila included in thank you post listing all RGR sponsors, using race day image September 20: Post -event announcement of race day highlights, tagging experience Tukwila Website Experience Tukwila logo on Rave Green Run website Pre -Race email Thanks to Experience Tukwila in pre -race email to all registrants. Can also mention Food Truck rally. Race Day Experience Tukwila announced as sponsor on PA at race start. Collateral Following the race, Rave shall provide the City with photos of the race. City is permitted to use these photos for its social media and other digital marketing initiatives promoting the City. City shall pay a total of $2,000 in a sponsorship fee for the services outlined above. {KZS2479286.DOCX;1/13175.000001/} CAO Version, 8/2021