HomeMy WebLinkAbout24-063 - Space Happy Hour - 2024 Seattle Space Week24-063
Council Approval N/A
EVENT SPONSORSHIP AGREEMENT
This Agreement (together with all attachments and exhibits, the "Agreement") is entered into by
and between the City of Tukwila, Washington, a non -charter optional municipal code city (the "City")
and Space Happy Hour Lb[a Washington State Limited Liability Company (the "Recipient") (collectively,
the "Parties").
RECITALS
WHEREAS, the Recipient is an organization that promotes tourism and provides networking and
business development opportunities for people working in the space industry and plans to host a
tourism and networking event at the Doub|e{neeHotel inTukwila during Seattle Space Week inJune
2O24;and
WHEREAS, the City desires to increase tourism and support and attract more businesses in the
space industry inthe Puget Sound region; and
WHEREAS, the City wishes to promote itself to the space industry through tourism, networking
and business development events;
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. Event Description. Recipient plans to host a tourism and networking event at the Doubletree
Hotel inTukwila during Seattle Space Week inJune 2O24(the "Event^).
2. Sponsorship Benefits. City agrees tobeasponsor ofthe Event and Recipient shall provide the
benefits to the City as outlined in Attachment "A" of this Agreement. The Parties agree that the
City is an Event sponsor only, that the Event is being held on property that is not owned or
controlled by the City, and that the City has no responsibility for managing or overseeing the
Event.
3. 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 "B" of this
Agreement. The Sponsorship Fee will not exceed three thousand dollars ($3,000.00). Recipient
shall apply the Sponsorship Fee towards rental charges for the Event space, food charges,
transportation, and other Event expenses that do not involve the purchase, sale, or
consumption ofalcohol.
4. Term. This Agreement begins upon mutual execution by the Parties and continues until June 30,
2024.
5. 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
o/suits including attorney fees, arising out oforresulting from the acts, errors, oromissions nf
the Recipient in performance of this Agreement, except for injuries and damages caused by the
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sole negligence of the City.
It is specifically and expressly understood that the indemnification provided herein constitutes
the Recipient's waiver ofimmunity under Industrial Insurance, Title S1R[VV solely for the
purposes ofthis indemnification. This waiver has been mutually negotiated bvthe parties. The
provisions of this section shall survive the expiration or termination of this Agreement.
6. Insurance. Recipient maintains general commercial liability insurance in the minimum amount
of $1,000,000 per occurrence and shall provide the City with a certificate of insurance for its
policy naming the City as an additional insured. Recipient shall also provide the City with a copy
of the certificate of insurance for the host venue's (Double Tree Southcenter) liquor liability
insurance, which shall be in the minimum amount of $1,000,000 per occurrence.
J. License mfCity mfTukwila Tourism Marks. The City hereby grants tnRecipient aworldwide,
non'exdusk/e,nnn'{ransfer/ab|e,non'sub|icensaNeandroyaltyfneeriOhtand|icensetouseits
name, logo, wonJmarkso/other trademarks ("CityofTukwila 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 bythe 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 {othe Event that it has the right to use City of
Tukwila Tourism 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 noother purpose. Recipient may not use the City ufTukwila Tourism Marks inany 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 City of Tukwila Tourism
Marks do not include the official seal of the City of Tukwila and use of the official seal by
Recipient isnot authorized under this agreement.
Q. Notices.
Notices tothe City ofTukwila shall besent tothe following address:
City Clerk
City ofTukwila
6ZOOSouthcenterBoulevard
Tukwila, VVA98l88
Notices toRecipient shall besent tothe following address:
Space Happy Hour
C/O Craig 8aerwm|dt
4521 SW Massachusetts Street
Seattle, VVA98116
9. Permitting Authority and Police Powers. Nothing in this Agreement shall be interpreted to
limit, restrict, ordiminish the permitting authority orpolice powers of the City ofTukwila
conveyed upon it by the State of Washington.
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10.4ssignmneni Noparty may assign any ufits rights under this Agreement ordelegate 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.
11. Governing Law and Venue. All matters arising relating tuthis Agreement shall begoverned
and construed in accordance with the laws of the State of Washington without giving effect
toany choice-oAawprovision orrule. |nthe event ofadispute, the parties may agree to
mediation orasimilar form ofalternative dispute resolution. |nthe event any suit,
arbitration, or other proceeding is instituted to enforce any term of this Agreement, the
parties agree that the venue shall beinKing County, Washington. The prevailing party in
any such action shall be entitled to its reasonable costs and attorney's fees.
12. Successors and Assigns;NoThird-Party Beneficiaries. This Agreement islegally 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
ofthis Agreement.
13. Relationship ofthe Parties. Recipient and City agree that Recipient isanindependent
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, orotherwise assuming the duties ofanemployer with respect tmthe Recipient, or
any employee ofthe Recipient.
14. Complete Agreement. This Agreement constitutes the final agreement between the
parties. |tbthe complete and exclusive expression ofthe parties' agreement onthe
matters contained inthis Agreement. All prior and contemporaneous negotiations and
agreements between the parties on the matters contained in this Agreement are expressly
merged into and superseded bythis Agreement. |nentering 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.
15. Amendment. The terms ofthis Agreement may not bemodified uramended other than bv
a writing executed by both parties by their duly authorized representatives.
26. Waiver and Savings Clauses. Waiver by the City ofany provision of this Agreement o/any
time limitation provided for in this Agreement shall not constitute a waiver of any other
provision. |fany provision ofthis Agreement isdetermined tobeinvalid, 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.
17. Electronic Signatures; Counterparts. This Agreement may beexecuted inone ormore
counterparts, each of which will be deemed an original and all of which together will
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constitute one agreement. The counterparts of this Agreement may be executed and
delivered by facsimile or other electronic means by any of the parties to any other party and
the receiving party may rely on the receipt of such document so executed and delivered as if
the original had been received.
CITY OF TUKWILA
Derek Speck
Economic Development Administrator
Date:
APPROVED AS TO FORM
DocuSigned by:
E4g8F,A4a-EiaE452...
City Attorney
Date: 6/3/24
SPACE HAPPY HOUR LLC
By: Craig Baerwaldt
Its:
Date:
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Attachment A
Sponsor Benefits
Recipient plans to host the Event as described in this Agreement. Under this Agreement, City
will receive the following benefits:
1. Recipient will promote the Event as part of Seattle Space Week on the Seattle Space
Week's website and promotional materials including emails, social media, and other
digital communications.
2. Recipient will include "Experience Tukwila" and a link to experiiencetukwiila.corn/hotels/ in
all of Seattle Space Week's digital communications promoting registration.
3. The City of Tukwila Tourism Mark will be included on the Space Happy Hour website for
the Event, and the City will be listed as a sponsor.
4. The City of Tukwila will be listed as a sponsor on all digital and printed materials related
to the Event if other sponsors are listed.
5. Recipient may post the City of Tukwila Tourism Mark and promote the City sponsorship
on other media and social media channels.
6. City will receive three registrations to the Event for no additional charge.
7. City may give a sixty-second promotional speech to the attendees at the beginning of
the program for the Event.
8. City may display a banner at the Event.
9. The City may promote the Event through its website and social media channels.
10. Recipient will provide a report to City after the Event, summarizing the benefits that
were provided, the number of attendees at the Event, and an estimate of the number of
hotel room nights in Tukwila.
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AttachDlent�
Compensation
The City will provide a total payment of $3,000.00 to Recipient following the completion of the
Event and after City has received all of the benefits described in Attachment "A".
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With the first
invoice Recipient Sh2U provide G cUrReOtVV-9 0W-9 not required if City can
City payment shall bprovided e within 3O-dayoafter receipt of
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