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HomeMy WebLinkAbout21-184 - Seattle Rugby Football Club - XV Series SponsorshipSeattle Rugby Football Club SPONSORSHIP AGREEMENT 21-184 Council Approval N/A 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 Seattle Rugby Football Club ("Recipient") (collectively, the "Parties"). RECITALS WHEREAS, the Recipient will hold home rugby matches for the XVSeries at Starfi re Sports within the City of Tukwila ("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; and NOW THEREFORE, in consideration of the terms and conditions set forth herein, and in the Attachments A and B 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 October 1, 2022, unless earlier terminated or extended by written amendment of the Parties 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. 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 "B" 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 limited to a financial sponsor for the Event. 5. Payment of Sponsorship Fee. {K732486871.D000/13175.000001/ a. Recipient shall submit invoice and supporting documentation to the City as outlined in Attachment "A" of this Agreement. 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 and shall be entitled to reimbursement of ariy portion of the Sponsorship Fee paid prior to Event canceltation. Reimbursement to the City shall be made within 30 days of Event cancellation. 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. Reimbursement to the City of any portion of the Sponsorship Fee shall be made within 30 days of the City's written notice of reimbursement to the Recipient. 6. [This section intentionally deleted.] 7. Indemnification. Recipient shall defend, indemnify and hold the City, its officers, agerits, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out ofor in connection with the Event or Recipient's performance under this Agreement, except for ijuries and damages caused by the sote 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 injuryt0 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 liabitity hereunder shaLl be onLy to the extent of the Contractor's negligence. It is further specificaUy and expressly understood that the indemnification provided herein constitutes the 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 ortermination ofthis 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 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 Updated, July 21, 2021 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 shalt be deemed received upon return of that read receipt notice. b. 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. c. 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. d. Governing Law and Venue. All matters arising relating to this Agreement shalt 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. e. 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. 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 Updated, July 21, 2021 g. 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. Complete Agreement. This Agreemerit constitutes the final agreement between the parties. It 15 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 thisAgreement 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. h. 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. i Waiver and Sa'.ThefailunenfeitherpartvtmenfmrceonyuftheprOxisions0fthis 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 ofthis 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 OF TUKWILA RECIPIENT Derek SpeckED Administrator By: Seattle Rugby Club Printed Name: Kevin Flynn Title: President Address: 4103 SW Othello St. Seattle, WA 98136 Updated, July 21, 2021 Attachment A Seattle Rugby Football Club Compensation The City shall provide a room rebate of $10 per paid room night at lodging businesses within the City of Tukwila, up to a maximum limit of $5,000 for the term of this Agreement. Recipient must provide documentation from the hotel of the actual number of paid rooms and paid room nights booked. Room nights booked via a third -party booking service will not be eligible for reimbursement. Any unpaid rooms (comp rooms) are not eligible for reimbursement. The City shall provide reimbursement every other month through the term of this Agreement. With the first invoice, Recipient shall provide a current W-9 form. City payment shall be provided within 30 -days after receipt of invoices and documentation from hotel showing actual room nights generated in the hotel by Recipient. Updated, July 21, 2021 Attachment B Seattle Rugby, XV Series Sponsorship Sponsor Benefits for City of Tukwila 1. During the term of this Agreement, Recipient shall play all XVSeries home rugby matches within the coIimits of the City of Tukwila. 2. Recipient shall select a lodging business, or multiple lodging businesses, within the corporate limits of the City of Tukwila to serve as the official hotel for its home rugby matches. 3. Any media promoting the matches within the Greater Seattle area shall promote the games location as being in Tukwila, not Seattle. For media outide of the Greater Seattle area, the games location can be promoted as being in Seattle or Seattle Southside. 4. Any social media posts that list the geographicaIocation of the matches shaH Iist Tukwila. 5. The City of Tukwila shall be recognized on social media and the Recipient's website as a sponsor. ReciiertshoUindudea|ink to ExperienceTukwila.com on its website. 6. Three dedicated social media posts highlighting the City's sponsorship, ineluding tagging Experience Tukwila, in the posts. 7. Recipient will follow/like the City's Experience Tukwila social media pages on its social media accounts. Updated, July 21, 2021