HomeMy WebLinkAbout22-027 - Seattle Rugby dba Seattle Seawolves Rugby - 2022 Seattle Seawolves PartnershipCity of Tukwila
6200 Southcenter Boulevard, Tukwila WA 98188
Contract Number: 22-027
Council Approval 1/24/22
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 14900
Interurban Ave S, Ste. 268, Tukwila, WA 98168,
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 January 14, 2022, 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 by the City shall not exceed $35,000. The City shall
also provide, subject to space limitation, and use limitations, access to a City billboard at the corner
of West Valley Hwy and S.180'h Street, with a total in-kind contribution of $5,000
3, Duration of Agreement. This Agreement shall be in full force and effect for a period commencing
February 5, 2022 and ending December 31, 2022, 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 wth respect to the Conlractor, or any employee of the Contractor,
Indemnification. Each party shall defend, indemnify d hold harmless the other party, its officers,
officials, employees, and volunteers from any and all claims, injuries, damages, Iosses or suits
including attorney fees, arising out of or in connection with the performance of this Agreennent,
except for ijuhes and damages caused by the sole negligence of ether party.
6. Insurance. Contractor shall procure and maintain for the duration of the Agreement, insurance
against caims for injuries to persons or damage to property hi h may arise from or in connection
with the performance of the work hereunder by the Cortmaotor, their agents, reprenentatives,
employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and
Iimts as required herein shall not be construed to limit the Iiability of the Contractor to the coverage
provided by such insurance, or other -wise limit the City's recourse to any remedy available at Iaw or
in equity.
A. Minimum Scope of insurance. Contractor shall obtain insurance of the types and with the
Ilimits described below:
1, Automobile Liability insurance with a minimum combined single limit for bodily injury and
property damage of $1.000^080 per accident. Automobile liability insurance shall cover all
owned, now-mwned, 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 iability ansing from premises, operations,
independent contractors, products -completed opemaUons.ctop0ap|iabi|ity.peraoma|in]wry
and advertising i'ury.amd|iabiUtyannunmedumderaninnurednuntraot. The Commercial
Genera Liability insurance shall he endorsed to provide a per projectject general aggregate
limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no
exclusion for liabiity 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
Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as
broad coverage.
Workers' Compensation coverage as required by the Industrial Insurance la of the State
of Washington.
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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
Contrao1or, 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 inswranma, e8|f-inourance, or insurance pool coverage
maintained by the City shall be excess of the Contractor's insurance and shall not contribute
with it.
D. AccebiN of Irs. Insurance is to be placed with insurers with a current A.M. Best
rating of not Iess than A: Vil.
E. Verii9cation of Coverage. Contractor shall furnsh the City with original certificates and a opy
of the amendatory mndonaemeOts, 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 endorsemerts, required in this Agreement and evidence
of all su bcontractors' 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 k80
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 cGDoe||GM0n, 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 Cvty.
8. Record Keeping and Reporting.
A. The Contractor shall maintain accounts and records, including panoonne|, 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.
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.
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10. Termination. The City may terminate this Agreement immediately in the event of breach by the
Contractor in providing the services and products outlined in the Agreement, Additionally, should
Contractor move any home games outside of Tukwila, the City may terminate 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 COVID-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.
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, Severability 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
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Notices to the Contractor shall be sent to the address provided by the Contractor upon the
signature line below.
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.
FiraL, February,, 2022
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DATED this 18th day of February „ 2022 ,
CITY OF TUKWILA CONTRACTOR
Allan Ekberg, Mayor 02/18/2022
ATTEST/AUTHENTCATED:
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City Clerk, Christy O'Flaherty
APPROVED AS TO FOR
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Office of the City Attorney
Fim,na0, February, 2622
Printed Name
Address: ktAckob \o''rt,cvc
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Exhibit "A"
Scope of Services
A. Non -Exclusive use of Seattle Seawolves marks for advertising and promotional purposes,
B. Co -branded media Step & Repeat used for matchday fan zone activations, ROOT SPORTS
broadcasts and media interviews.
C. Presenting sponsor of one (1) Seawolves home match:
a. Presenting sponsor benefits include:
i. Promotion of game on ROOT SPORTS broadcast, including "Presented by" with
City's name and tourism mark exposure.
ii. Social media post leading up to the match with City's tourism mark and tag.
D. At least one (1) ROOT SPORTS TV billboard per ROOT SPORTS home broadcast (includes 7
seconds of copy and tourism mark exposure).
E. Location for all 2022 home matches shall be listed as "Tukwila" and not reference Seattle.
F. A lodging establishment within the City of Tukwila, chosen by the Seawolves, shall serve as the
official hotel for all visiting teams.
G. The City and Contractor shall issue a joint press release highlighting the partnership.
H. City of Tukwila listed on Seawolves partner page with logo and copy.
1 Five (5) pieces of autographed Seawolves merchandise.
J. Five (5) one-hour player appearances
K. City shall provide, subject to space availability and imitations, access for Seawolves to use the
City billboard at West Valley Hwy and S. 180th St Seawolves are responsible for designing any
digital ad on the billboard and shall place the City's tourism mark on the display ad.
L. Seawolves to provide one social media post highlight the City's partnership and support for the
team and rugby.
M. With final approval from the Seawolves, the City can issue a novelty "Hunting Licenses" to fans.
The license may allow for discounts at area businesses. Seawolves and City shall jointly agree
to any businesses included in the promotion.
N. The City may use the term "Home of the Seattle Seawolves" in its marketing and promotion
activities.
1. Intellectual Property of the Parties
a. Seawolves
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 outiined 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
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advance. Each party shII have a 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.
b. City of Tukwila
The City hereby grants to Contractor a vvor|dvvde, non-exc|usiw*, non-transferrable, non-
sublicensable and royalty free right and Iicense to use its name, logo, wordmarks or other
trademarks (''City of Tukwila Tourism Marks") in pnomotiona|, edvertising, commercial and
marketing rnateria|s, in all formats and media including but not limited to digita|, print, social
media to support the Event and Contractor's engagement and commitments under this
Aomeemnent. Notwithstanding the foregoinD. Contractor for purposes of performing its
obligations hereunder shall be permitted to warrant to third party service providers, providing
direct services related to this Agreement that it has the right to use City of Tukwila Marks.
Mowever, the scope of this license to Contractor shall be interpreted as limited to
accomplishing the purposes set forth in this Agreement and for no other purpooa.
Contractor 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 de|ayeU. The use of the official seal of the City of
Tukwila by Contractor is not authorized under this agreement.
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Exhibit "B"
Cornpensation and Method of Paemt
Total cash value of this Agreement is $35`000. Contractor shall provide the City with an invoice 30 -
days prior to the due
O`daysphortothedue dates below
nt #1, Due 30 days after mutual execution of the Agreement
$10,000
Payment #2, Due April 30, 2022
• $10,000
Payment #3, Due June 30, 2022
• $$15,000
With the invoice for payment #3 (or the last invoice in the event of er 'nation of this Agreement) the
Contractor shall provide the following information;
1, Total attendance for all home matches (both exhibition and regular season). As practical, 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.
1 Examples of digital pVsto, emails, 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 fu refund of any funds paid and shall not be responsibe for any future paymerits.
In the event any home games are canceled due to COVKD-19 or other circumstances outside the
control of Contractorthe 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.
Fulal, February, 2022
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