HomeMy WebLinkAbout24-181 - Seattle Rugby, LLC - 2025-2026 Seawolves Tourism Partnership AgreementCity of Tukwila Contract Number: 24-181
Council Approval 12/2/24
6200 Southcenter Boulevard, Tukwila WA 98188
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CONTRACT FOR LODGING TAX FUNDING
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 Seattle Rugby, LLC (dba Seattle
Seawolves Rugby), hereinafter referred to as "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 11, 2024, the City's Lodging Tax Advisory Committee considered and
approved Contractor'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 $180,000. 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.180th Street, with a total in-kind contribution of $10,000.
3. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing
December 1, 2024, and ending December 1, 2026, unless sooner terminated under the
provisions hereinafter specified.
CA Revised May 2020 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. Contractor shall defend, indemnify and hold the City, its officers, agents, officials,
employees and volunteers harmless 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 the City. 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 injury to persons or damages to property caused by or resulting
from the concurrent negligence of Contractor and the City, its officers, officials, employees, and
volunteers, Contractor's liability hereunder shall be only to the extent of Contractor's negligence. It
is further specifically and expressly understood that the indemnification provided herein constitutes
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 or termination of this Agreement.
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.
CA Revised May 2020 Page 2 of 8
3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State
of Washington.
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.
CA Revised May 2020 Page 3 of 8
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.
10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor
thirty (30) days written notice of the City's intention to terminate the same. Failure to provide
products on schedule may result in contract termination. If the Contractor's insurance coverage is
canceled for any reason, the City shall have the right to terminate this Agreement immediately.
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
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.
CA Revised May 2020 Page 4 of 8
DATED this 4th day of December , 20 24
CITY OF TUKWILA CONTRACT -DR:
FSigned by: 411-
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BM Thomas McLeod, Mayor Printed Name: Drew Dambreville
Title: Seawolves COO
Address: 14900 Interurban Ave S, Ste. 268,
ATTEST/AUTHENTICATED: Tukwila, WA 98168
Signed by:
Andy Youn, City Clerk
APPROVED AS TO FORM:
Signed by:
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Office of the City Attorney
CA Revised May 2020 Page 5 of 8
Exhibit "A"
Scope of Services
1. Contractor shall provide the following to the City:
A. Partner logo on lower back of all Seawolves player jerseys for the 2025 and 2026 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, local/regional
television broadcasts and media interviews.
D. Presenting sponsor of one (1) Seawolves home match:
a. Presenting sponsor benefits include:
i. Promotion of game on local/regional television 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) TV billboard per local/regional home broadcast (includes 7 seconds of copy and
tourism mark exposure).
F. Location for all 2025 & 2026 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. The 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. Contractor 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.
2. Intellectual Property of the Parties:
Each party shall have at least three (3) days prior to the printing of any material 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
CA Revised May 2020 Page 6 of 8
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.
CA Revised May 2020 Page 7 of 8
Exhibit "B"
Compensation and Method of Payment
Total cash value of this Agreement is $180,000. 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
$30,000
Payment #2, Due March 15, 2025
$30,000
Payment #3, Due May 15, 2025
• $30,000
Payment #4, Due January 15, 2026
• $30,000
Payment #5, Due March 15, 2026
• $30,000
Payment #6, due May 15, 2026
$30,000
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.
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