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HomeMy WebLinkAboutReg 2023-02-06 Item 5C - Handout Distributed at Meeting - Lodging Tax Funding Contract: 2023-2024 Seattle Seawolves Partnership with Seattle RugbyCity of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Contract Number: 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. The City and the Contractor are individually a "party" and collectively the "parties" 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 October 28, 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: . Scope and Schedule of Services to be Performed by Contractor. Contractor shall perform those services ("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 $150,000. 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.1809h Street, with a total in-kind contribution of $10,000. 3. Duration of Aqreement. This Agreement shall be in full force and effect for a period commencing February 1, 2023 and ending December 31, 2024, unless sooner terminated under the provisions hereinafter specified. {EFM2739123.DOC;1/13175.000001/ } Draft, 2022.02.05 CA Revised Page 1 of 8 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. Each party shall defend, indemnify and hold harmless the other party, its officers, officials, employees, and volunteers 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 either party; provided that Contractor shall be solely responsible for defending, indemnifying and holding harmless the City in the event of an infringement claim is brought.. 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 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. {EFM2739123.DOC;1/13175.000001/ } CA RevisedA Page 2 of 8 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. 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. {EFM2739123.DOC;1/13175.000001/ } CA RevisedA Page 3of8 10. Termination. The City may terminate this Agreement immediately in the event of breach by the Contractor in providing the Services 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 to date 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 Services 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 Brandon.Miles©Tukwilawa.gov 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. {EFM2739123.DOC;1/13175.000001/ } CA RevisedA Page 4of8 DATED this day of , 20_ CITY OF TUKWILA CONTRACTOR By: Allan Ekberg, Mayor Printed Name/Title: ATTEST/AUTHENTICATED: City Clerk, Christy O'Flaherty APPROVED AS TO FORM: OGDEN MURPHY WALLACE, PLLC Office of the City Attorney {EFM2739123.DOC;1/13175.000001/ } Address: CA RevisedA Page 5of8 Exhibit "A" Scope of Services 1. Contractor shall provide the following to the City: A. Partner log on lower back of all Seawolves player jerseys for the 2023 and 2024 seasons. B. Non -Exclusive use of Seattle Seawolves marks for advertising and promotional purposes. C. Co -branded media Step & Repeat used for matchday fan zone activations, ROOT SPORTS broadcasts and media interviews. D. 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. E. At least one (1) ROOT SPORTS TV billboard per ROOT SPORTS home broadcast (includes 7 seconds of copy and tourism mark exposure). F. Location for all 2023/2024 home matches shall be listed as "Tukwila" and not reference Seattle. G. A lodging establishment within the City of Tukwila, chosen by the Contractor, shall serve as the official hotel for all visiting teams. H. The City and Contractor shall issue a joint press release highlighting the partnership. I. City listed on Contractor's partner page with logo and copy. J. Five (5) Seawolves jerseys with Experience Tukwila logo on back for City use. K. Five (5) one-hour player appearances. L. Subject to space availability and limitations as determined by the City, Contractor shall use the City billboard at West Valley Hwy and S. 180th St. to promote Seawolves games. Contract is responsible for designing any digital ad on the billboard and shall place the City's tourism mark on the display ad. M. Provide one social media post highlight the City's partnership and support for the Seawolves and rugby. N. 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 in writing to any businesses included in the promotion. O. The City may use the term "Home of the Seattle Seawolves" in its marketing and promotion activities. {EFM2739123.DOC;1/13175.000001/ } CA RevisedA Page 6of8 2 Intellectual Property of the Parties: 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. a. Contractor The Contractor hereby grants the City a limited license to use the names, designs, illustrations, logos, and trademarks of the Seawolves in connection with this Agreement. b. City of Tukwila The City hereby grants to Contractor 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 Contractor's engagement and commitments under this Agreement. Notwithstanding the foregoing, 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. However, 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 purpose. 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 delayed. The use of the official seal of the City of Tukwila by Contractor is not authorized under this agreement. {EFM2739123.DOC;1/13175.000001/ } CA RevisedA Page 7of8 Exhibit "B" Compensation and Method of Payment Total cash value of this Agreement is $150,000. Contractor shall provide the City with an invoice 30 - days prior to the due dates below. Payment #1, Due 30 days after mutual execution of the Agreement • $25,000 Payment #2, Due April 30, 2023 • $25,000 Payment #3, Due June 30, 2023 • $25,000 Payment #4, Due January 30, 2024 • $25,000 Payment #5, Due April 30, 2024 • $25,000 Payment #6, due June 30, 2024 • $25,000 With the invoice for payment #3 and #6 (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 for the previous season (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. 3. Examples of digital posts, 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 full refund of any funds paid to date 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. {EFM2739123.DOC;1/13175.000001/ } CA RevisedA Page 8of8