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HomeMy WebLinkAbout12-030 - Starfire Sports - 2012 Sports Tournament Promotions12 -030 Council Approval N/A CONTRACT FOR SERVICES This Agreement is entered into by and between the City of Tukwila, Washington, a non charter optional municipal code city hereinafter referred to as "the City and Starfire Sports, a 501(c)(3) Washington non profit corporation, hereinafter referred to as "Starfire WHEREAS, the City is designated as the Administrator responsible for administering this contract for services with the cities of SeaTac, Kent and Des Moines to provide tourism and marketing services under the program name Seattle Southside Visitor Services "SSVS WHEREAS, Starfire is producing and has extensive experience in organizing, sponsoring and promoting soccer tournaments; WHEREAS, the City has determined the need to have certain services performed to help satisfy SSVS's economic development goals, and will bring other local, regional and national benefits to the Southside, its citizens and its businesses; WHEREAS, SSVS is willing to expand the scope of its existing tourism and marketing services to promote Starfire soccer tournaments for the benefit of the local tourism industry; WHEREAS, Starfire has identified SSVS as a desirable service and location for facilitating its housing, tourism promotion and collaborative marketing needs for the 2012 soccer seasons; WHEREAS, the parties voluntarily associate themselves for the limited purpose of conducting the 2012 Starfire sponsored soccer tournaments; now, therefore; IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Starfire Participation. Starfire shall promote and produce the 2012 Starfire sponsored soccer tournaments to be held at Starfire, as more specifically described in Exhibit A "Starfire Scope of Services attached hereto and incorporated by this reference. In performing such services, Starfire 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. Starfire shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. SSVS Participation. SSVS shall assist in handling hotel arrangements for Starfire tournaments, as listed in Exhibit B "SSVS Scope of Services," attached hereto and incorporated by this reference, in a manner consistent with the accepted practices for other similar services performed to SSVS's satisfaction, within the time period prescribed by SSVS. 3. Term, This Agreement provides for all tournaments throughout 2012. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of the last signature below, and shall continue the completion of all obligations under this Agreement, but in any event no later than December 31, 2012 "Term 4. Termination. If Starfire at any time commits a material breach of any provision of this Agreement or at any time fails or refuses to fulfill its obligations hereunder, then, in addition to all other remedies available to it at law or equity, if Starfire cannot cure such material breach or default within thirty (30) days after written notice by the City or SSVS, the City may terminate this Agreement by written notice to Starfire specifying the default or breach by Starfire. Should this Agreement be terminated in the preceding manner, Starfire will forfeit any future fees. If the City fails to make any payment within thirty (30) days after having received written notice from Starfire or Starfire's agent that any monetary payment is overdue, or if the City materially breaches any other provision of this Agreement and fails to remedy same within thirty (30) days after having received such notice, Starfire may terminate this Agreement by written notice to the City specifying the default or breach. Termination of this Agreement for I a Qf 5 o v tax_.__ any reason provided herein will not relieve either party from its obligation to perform up to the effective date of such termination or to perform such obligations as may survive termination. 5. Financial Contribution. In consideration of Starfire performing the services described on Exhibit A, the City agrees to contribute to Starfire, in addition to SSVS Services enumerated in Exhibit B, an amount not to exceed Twenty Five Thousand and No /100 Dollars ($25,000) payable in quarterly amounts of Six Thousand Two Hundred Fifty and No /100 Dollars ($6,250). This fee will not apply to third party tournaments held at the Starfire complex, which are also financially promoted by SSVS as set forth in Exhibit B. The City will provide a fee for services rendered according to the rate and method set forth on Exhibit A B attached hereto and incorporated herein by this reference to be paid within thirty (30) days following submittal. 6. Use of Starfire Lop-os. Starfire hereby grants to the City and the City hereby accepts a limited right during the Term to use the name and logo of Starfire as shown in Exhibit C, attached hereto and incorporated herein by reference "Starfire Logo in marketing, sales, advertising, publicity and promotional materials produced by SSVS in connection with this Agreement, including without limitation the following and all other forms of marketing and advertising in whatever medium, whether now known or hereafter created: radio and television commercials, video and audio tapes, digitally formatted computer media including but not limited to internet and CD -ROMs, point -of- purchase materials, posters, and employee communications and materials. The City's right to use Starfire. Logos is non assignable and non transferable. The form of all usage of Starfire Logos by the City and SSVS will be under the supervision of Starfire, which will not be unreasonably withheld. Starfire Logos may be retained and used by the City after the Tournament as part of a historical account of SSVS activities. 7. Compliance with Laws. Starfire shall comply with and perform the Services in accordance with all applicable federal, state, and local laws including, without limitation, all local codes, ordinances, resolutions, standards and policies, as now existing or hereafter adopted, or amended. 8. Warrantv. Starfire warrants that (i) it has the full right and authority to enter into and fully perform this Agreement in accordance with its terms and this Agreement constitutes a valid and binding agreement of Starfire; (ii) it has the requisite training, skill and experience necessary to provide the Services; (iii) it is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to being registered to do business in Seattle Southside by obtaining a business registration in the City; (iv) it is the sole owner of all the rights granted to the City hereunder and such rights granted to the City will not violate the rights of any third party; (v) it will not do anything which would limit, diminish or impair the rights that the City acquired in this Agreement; and (vi) the execution, delivery, and performance of this Agreement will not violate the provisions of any agreement to which Starfire is a party or by which it is bound. 9. Independent Contractor /Conflict of Interest. It is the intention and understanding of the parties that Starfire shall be an independent contractor and that the City shall be neither liable nor obligated to pay Starfire or any employees or agents of Starfire sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax, which may arise as an incident of employment. Starfire shall pay all income and other taxes due. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to Starfire, shall not be deemed to convert this Agreement to an employment contract. It is recognized that Starfire may or will be performing professional services during the Term for other parties; provided, however, that such performance of other services shall not conflict with or interfere with Starfire's ability to perform the Services. Starfire agrees to resolve any such conflicts of interest in favor of the City. 10. Cancellation of Tournament., 10.1. Force Maieure. If Starfire is unable, after making a continued good faith effort to do so, to fulfill its obligations pursuant to this Agreement concerning any Tournament for any reason, such as strike, boycott, war, act of nature, riot, delay of commercial carriers, restraint of public authority, or for any other such reason beyond Starfire's control, then the Term will be extended for a period of time, without any additional cost to the City, until all rights granted to the City pursuant to this Agreement are fulfilled in regards to that Tournament. Furthermore, the City will have the right to terminate this Agreement as regards to the Tournament in question if any such force majeure exists for sixty (60) days or longer. If the Tournament is not held for any reason stated in this paragraph, then Starfire shall either (i) reschedule the Tournament for another date within the contract year or site subject to the approval of the City or (ii) refund the portion, if any, of the City's contribution less the pro rata value of all promotional and advertising services utilized for the benefit of SSVS on the Tournament prior to said cancellation. 10.2. Starfire Cancellation of Tournament. If any Tournament is cancelled by Starfire for any reason other than those listed in Section 10. 1, Starfire will return to the City all their financial contributions to the Tournament as stated in Section 5 of this Agreement and reimburse the City for all actual expenses incurred in providing SSVS Services at the time of such cancellation. 11. Indemnification. 11.1 Starfire Indemnification. Starfire agrees to indemnify, defend and hold the City and the SSVS program, its elected officials, officers, employees, agents, and volunteers, harmless from any and all claims, demands, losses, actions, damages, liabilities, costs and attorney fee to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or connected with this Agreement except to the extent that injuries or damages are caused by the negligence of SSVS. Starfire waives any immunity that may be granted to it under the Washington State Industrial Insurance Act, Title 51 RCW. Starfire's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. 11.2 Citv Indemnification. The City agrees to indemnify, defend and hold Starfire, its officers, directors, shareholders, partners, employees, and agents harmless from any and all claims, demands, losses, actions and liabilities (including costs and attorney fees) to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City or SSVS, their employees or agents or by the City's or SSVS' breach of this Agreement. 11.3 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any Tournament occurring prior to such expiration or termination. 12. EEc ual Opportunity Em 1p over. In all Starfire services, programs or activities, and all Starfire hiring and employment made possible by or resulting from this Agreement, there shall be no discrimination by Starfire or by Starfire's employees, agents, subcontractors or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, creed, national origin, marital status or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational' qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Starfire shall not violate any of the terms of Chapter 49.60 RCW, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973 or any other applicable federal, state or local law or regulation regarding non discrimination. Any material violation of this provision shall be grounds for termination of this Agreement by the City and, in the case of Starfire's breach, may result in ineligibility for further agreements with the City and SSVS. 13. Insurance. Insurance provisions are detailed in Exhibit "D," attached hereto incorporated by this reference. 14. Non- Annronriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the Tournament this provision applies. 15. General Provisions. 15.1 Entire Aereement. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior agreements shall be effective for any purpose. 15.2 Modification. No provision of this Agreement, including this provision, may be amended or modified except by written agreement signed by the Parties. 15.3 Full Force and Effect. Any provision of this Agreement that is declared invalid or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. 15.4 Assignment. Neither Starfire nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party, such consent not to be unreasonably withheld. 15.5 Successors in Interest. Subject to the foregoing Subsection, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. 15.6 Attornev Fees. In the instance either of the Parties defaults on the performance of any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. The venue for any dispute related to this Agreement shall be King County, Washington. 15.7 No Waiver. Failure or delay of the City or Starfire to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. 15.8 Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. 15.9 Authoritv. Each individual executing this Agreement on behalf of the City and Starfire represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of Starfire or the City. 15.10 Notices. Any notices required to be given by the Parties shall be delivered at the addresses set forth below. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth below. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. City of Tukwila Attn: City Clerk's Office 6200 Southcenter Blvd. Tukwila, WA 98188 Seattle Southside Attn: Katherine Kertzman 3100 South 176th Street Seattle, WA 98188 15.11 Captions. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. 15.12 Performance. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the performance of this Agreement. 15.13 Remedies Cumulative. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. 15.14 Counterparts. This Agreement may be executed in any number of counterparts, which counterparts shall collectively constitute the entire Agreement. 15.15 Compliance with Ethics Code. If a violation of the City's competent Ethics ordinances or resolutions occurs as a result of the formation and/or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 15.16 Equal Opportunity to Draft. The parties have participated and have had an equal opportunity to participate in the drafting of this Agreement, and the Exhibits, if any, attached. No ambiguity shall be construed against any party upon a claim that that party drafted the ambiguous language. CI OF TUKWILA CONTRACTOR:✓ 3y: 44 R By: Tit Hagg aayor Title: ATTEST/ U ICATED: Printed Name: 1,��✓ Christy O'Flahertf, MMC, City Clerk Address: APPROVED AS TO FORM: Office of the City Attorney By'. 2 ft 1t1�./w EXHIBIT "A" STARFIRE SPORTS SCOPE OF SERVICES Starfire will organize, promote and facilitate the Tournaments at Starfire Sports Complex with the goal of attracting over 10,000 room nights in a collaborative working relationship with SSVS. Hotels The purpose of this agreement is exclusively for tracking hotel bookings, promotions and marketing. Starfire will market only those hotel properties located in SSVS's corporate city limits (Tukwila, SeaTac, Kent and Des Moines). Only these hotels will be used and advertised as "official Starfire Sports hotels" for the 2012 Starfire Sports Tournament season. Starfire holds the right to sell additional advertising opportunities to hotels within Tukwila, SeaTac, Des Moines and Kent. When needed Starfire shall refer teams directly to SSVS for assistance with lodging, restaurants, attractions and transportation companies, etc. Compensation Method of Payment Starfire will submit quarterly invoices of $6,250 with reporting provided on a completed CTED Form. Should documentation prove Starfire booked rooms or promoted any hotels outside SSVS's corporate city limits (Tukwila, SeaTac, Kent or Des Moines) SSVS will forfeit any payment. Sig nage and Marketing Starfire will provide SSVS with one 20 feet by 5 feet banner sign to be displayed at tournaments. SSVS will provide the design and the production cost shall be paid by Starfire. Starfire will continue to display SSVS Maps and Vacation Planners within the athletic center. Mailing List Starfire will provide SSVS contact information for all persons who have "opted -in" to receive SSVS visitor information packets at the close of registration for each tournament. Website Linkage Starfire will provide a prominently placed SSVS banner ad with hyperlink to httn: /www.seattlesouthside.com on the following page of the Starfiresports.com website: "Featured Sponsors" bar, "Starfire Sponsors" page, "Tournaments" page and the "Area Attractions and Lodging" page. Starfire will include links on the "Tournaments" page and in emailed receipts sent to all tournament registrants where teams may request that their contact information be shared with SSVS for the purpose of sending teams visitor information packets prior to their arrival. Starfire shall make available a link to the SSVS Vacation Planner on the following pages of the Starfire Sports website: "Tournaments" and "Area Attractions and Lodging." Other Tournaments Starfire shall encourage other 3` party Tournament organizers holding Tournaments at Starfire Sports Campus to work with SSVS. Starfire will provide 3` party Tournament organizers a one page promotional flyer as an attachment (to be provided by SSVS) to their event rental contracts. EXHIBIT "B SEATTLE SOUTHSIDE VISITOR SERVICES SCOPE OF SERVICES SSVS will serve as Starfire's exclusive provider of housing assistance and visitor information services. Hotels SSVS will provide a complete list of Southside hotels SSVS will honor Starfire's official "Sponsor Hotels" agreements and assist as needed for overflow accommodations. Compensation SSVS will pay Starfire only for services provided, not to exceed amount specified in this agreement. Signage and Marketing SSVS will provide signage artwork to Starfire. SSVS will pay for artwork creation only. SSVS will provide collateral materials such as the Southside Map or Vacation Planner to be distributed within Starfire. Mailing List SSVS may provide visitor information packets to Starfire tournament registrants through a 3rd party bonded mailing house. SSVS will assume all associated cost and supply mailing house with the necessary printed materials. SSVS will only mail visitor information packets to those online tournament registrants who chooses the opt -in field requesting SSVS visitor information packets at the close of registration for each tournament. Website Linkage SSVS will design and provide Starfire a banner ad with URL address for hyperlink, one page 3rd party tournament promotional flyer and Vacation Planner PDF to be prominently placed on Starfire's website as stated in Exhibit A. SSVS will pay only for artwork creation not website programming or placement cost. Other Tournaments SSVS may provide housing and visitor information services to 3rd Party Tournament organizers by providing Starfire a one page promotional PDF flyer to be included with all event rental contracts. EXHIBIT "C" L OGOS a EXHIBIT "D" INSURANCE REQUIREMENTS Insurance Starfire shall procure and maintain for the duration of the Agreement, persons or damage to property, which may arise from or in connection by Starfire, their agents, representatives, employees or subcontractors. insurance against claims for injuries to with the performance of this Agreement Minimum Scope of Insurance Starfire shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The CGL coverage shall cover participant liability. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. Minimum Amounts of Insurance Starfire shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. Starfire's insurance coverage shall be primary insurance with respect to SSVS. Any Insurance, self insurance, or insurance pool coverage maintained by SSVS's Cities of Des Moines, Kent, Tukwila and SeaTac shall be in excess of Starfire's insurance and shall not contribute with it. 2. Starfire's insurance shall be endorsed to state that coverage shall not be cancelled by either Starfire or their insurer, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to SSVS. Seattle Southside Visitor Services shall be named as additional insured's on all policies (except Professional Liability) as respects to work performed by or on behalf of Starfire and a copy of the endorsement naming the above named Cities as additional insured's shall be attached to the Certificate of Insurance. The above named Cities reserve the right to receive a certified copy of all required insurance policies. Starfire's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. Verification of Coverage Starfire shall furnish SSVS with original certificates and a copy of the mandatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of Starfire before commencement of the Agreement. Subcontractors Starfire shall include all subcontractors as above named insured's under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage's for subcontractors shall be subject to all of the same insurance requirements as stated herein for Starfire. EXHIBIT "E THE EVENT OF FACILITY LODGING TAX EXPENDITURE REPORT FORM FOR FESTIVALS, SPECIAL EVENTS AND TOURISM RELATED NONPROFIT FACILITIES Starfire will submit quarterly the Attachment I, The Event of Facility Lodging Tax Expenditure Report Form for Festivals, Special Events and Tourism Related Nonprofit Facilities Tracking Form. Submitted quarterly to: Seattle Southside Attn: Katherine Kertzman 3100 South 176th Street Seattle, WA 9818 ATTACIIWNT "I" EVENT OR FACILITY LODGING TAX EXPENDITURE REPORT FORM FESTIVALS, SPECIAL EVENTS AND TOURISM- RELATED NONPROFIT FACILITIES 1. Organization: 2. This report covers: Event Name: Dates: Tourism Facility: Dates this report covers: 3. Total Lodging Tax funds allocated to this event or facility: Estimated total event attendance or user count for the facility: Describe methodology used to determine this figure: 4. Estimated total event attendance or user count for the facility: Describe methodology used to determine this figure: 5. Estimated percentage of total attendance for event or facility that were tourists: (A tourist is defined as an individual who traveled at least 50 miles one -way or stayed overnight in the jurisdiction.) Describe methodology used to determine this figure: 6. Estimated total room nights generated by tourists: Describe methodology used to determine this figure: 7. Estimated average expenditures within the jurisdiction, per tourist: Describe methodology used to determine this figure: 8. Estimated total expenditures within jurisdiction by all tourists: Describe methodology used to determine this figure: 9. Any other information that demonstrates the impacts of the event or organization, please describe: Date: E -mail or phone: Submitted by: