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HomeMy WebLinkAbout25-023 - Contract - Pacific Northwest Soccer Club - Sponsorship Agreement: 2025 Winter Classic25-023 Winter Classic, 2025 Council Approval N/A SPONSORSHIP AGREEMENT This Sponsorship Agreement, together with all attachments, (the "Agreement") is entered into by and between the City of Tukwila , a non -charter optional municipal code city (the "City") and the Pacific Northwest Soccer Club, a 501(c)(3) entity ("Recipient") (collectively, "the Parties"). RECITALS WHEREAS, the Recipient will host the PacNW Winter Classic 2025 soccer tournament at Starfire Sports during January of 2025 ("Event"); and WHEREAS, the Event will be organized and operated by the Recipient; and WHEREAS, the City of Tukwila wishes to sponsor the Event in order to promote tourism and local businesses; and WHEREAS, the City of Tukwila's Lodging Tax Advisory Committee and City Council approved a lodging tax application to sponsor this Event; NOW THEREFORE, in consideration of the terms and conditions set forth herein, and in the attachments incorporated and made a part hereof, the Parties agree as follows: AGREEMENT 1. Term. This Agreement begins upon mutual execution by the Parties and continues until March 31,2025, unlessearlier terminated as permitted herein. 2. Sponsorship FN. In consideration for the benefits described in this Agreement, the City will pay the Recipient a sponsorship fee ("Sponsorship Fee"), outlined in Attachment "A" of this Agreement. 3. Additional Benefits to City. In addition to bringing the Event to the region, Recipient shall provide the benefits to the City, outlined in Attachment "B" of this Agreement. 4. Event Logistics. Recipient is solely responsible for organizing and operating the Event. This Agreement creates no obligation on the City to manage the Event's planning, logistics, and/or operations. Through this Agreement, the City's sole role is limited to a financial sponsor for the Event. S. Payment of Sponsorship Ft*. a. Recipient shall submit invoice and supporting documentation to the City as outlined in Attachment "A" of this Agreement. b. If the Event is canceled for any reason prior to completion of the Event, the City shall not be responsible for payment of the Sponsorship Fee and shall be entitled to reimbursement of any portion of the Sponsorship Fee paid prior to Event cancellation. Reimbursement to the City shall be made within 30 days of Event cancellation. c• if any of the games for the Event occurs outside the corporate boundaries of the City of Tukwila, the City shall not be responsible for payment of the Sponsorship Fee. Reimbursement to the City of any portion of the Sponsorship Fee shall be made within 30 days of the City's written notice of reimbursement to the Recipient 6. The Recipient shall procure and maintain forthe 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 Recipient, their agents, representatives, employees or subcontractors. Recipient's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Recipient to the coverage provided by such insurance, or otherwise limitthe City's recourse to any remedy available at law or in equity. (a) Minimum Scope of Insurance. Recipient shall obtain insurance of the types and with the limits described below: i. 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. ii. 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 Recipient'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 3710 01 or substitute endorsements providing at least as broad coverage. iii. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 7. Indomnifiation. Recipient 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 Event or Recipient's performance under this Agreement, except for injuries and damages caused by the sole negligence of the City. However, 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 the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance. Title 51 CW_ 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. 8. Lic*nse of City of Tukwila Tourism Marks. The City hereby grants to Recipient 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 Recipient's engagement and involvement with the Event promotion and Recipient's obligations under this Agreement, in the form including colors and sizing provided by the 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 to the Event that it has the right to use City of Tukwila 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 no other purpose. Recipient 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 Recipient is not authorized under this agreement. 9. Miscellaneous. a. Notices. All notices shall be sent in writing to the addresses listed in the signature blocks below, or to an address that may otherwise directed herein, and shall be deemed received on the third (31) day after deposit in mail. The parties also recognize and accept the sufficiency of electronic mail communications. All official notice sent through electronic communication shall be sent with a read receipt and shall be deemed received upon return of that read receipt notice. b. Police Powers.. Nothing in this Agreement shall be interpreted to limit, restrict, or diminish the police powers of the City of Tukwila conveyed upon it by the State of Washington. c. Assignment. No party may assign any of its rights under this Agreement or delegate 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. d. Governing Low and Venue. All matters arising relating to this Agreement shall be governed and construed in accordance with the laws of the State of Washington without giving effect to any choice -of -law provision or rule. The state and federal courts of King County, Washington shall have the exclusive jurisdiction over the resolution of any disputes that arise under this Agreement. e. Successors ondAssignsa No Third-PortyBeneficiaries. This Agreement is legally 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 of this Agreement. f. Relationship of the Parties. Recipient and City agree that Recipient 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 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, or otherwise assuming the duties of an employer with respect to the Recipient, or any employee of the Recipient. g. ComDleteAgreement. This Agreement constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties' agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. In entering 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. h. Amendment. The terms of this Agreement may not be modified or amended other than by a writing executed by both parties by their duly authorized representatives. Waiverand So&Qs. The failure of either party to enforce any of the provisions of this Agreement, or to exercise any option provided in this Agreement or to require performance by the other party of any of the provisions in this Agreement, is not a present or future waiver of such provisions and does not affect the validity of this Agreement or the right of the other party to, enforce each and every provision of this Agreement thereafter. The express waiver (whether one or more times) by either party of any provision, condition or requirement of this Agreement does not constitute a waiver of any future obligation to comply with such provision, condition or requirement. If any provision of this Agreement is determined to be invalid, 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. CITY OF TUKWILA FSigned by: Tuma's mt("�w —8E-E22t5ffE)5* Thomas McLeod, Mayor Office of the City Clerk Tukwila City Hall 6200 Southcenter Blvd. Tukwila, WA9818 ATTEST/AUTHENTICATED Signed by: ffrl��BEM*� , —.42— Andy Youn-Barnett, City Clerk By: Printed Name: Title: '?"W P&�SVVJ 'D%VeXA-'0V I Address: 17701 108'h Ave SE #445 Renton, WA 98055-6448 F Signed by: -4. aaAll-& 0 1 � 10=140Z ... Office of the City Attorney Attachment A PacNW Winter Classic 2025 Compensation The City shall provide a room rebate of $10 per paid room night at lodging businesses within the City of Tukwila, up to a maximum limit of $20,000 for the term of this Agreement The room nights covered under this Agreement are only for January 16 through January 21, 2025. The hotel bookings must utilize the services of the City's destination marketing organization, Seattle Southside Regional Tourism Authority (SSRTA). Only those rooms booked through SSRTA and SSRTA's and party housing contractor, Event Conned will be eligible for the $10 room night rebate. Recipient must provide documentation from SSRTA on the actual number of paid rooms and paid room nights booked in Tukwila. Room nights booked via a third -party booking service or directly with a lodging business, without the involvement of SSRTA and Event Conned, will not be eligible for reimbursement. Unpaid rooms (comp rooms) are not eligible for reimbursement Overflow rooms outside the City used by the hotels to accommodate overbooking will also not be eligible for reimbursement. No later than March 31, 2025, Recipient shall provide an invoice, which shall include the following information to the City: 1. Total number of attendees at the Event. 2. Total number of attendees that traveled from outside Washington State_ 3. Information from SSRTA including: a. List of Tukwila hotels used for the event. b. Number of room nights booked and total number of room nights actualized in each hotel used for the Event. 4. Current W-9. 5. Examples of marketing materials used to promote the event 6. Phobos of the Event The City shall provide payment within 30 -days of receipt of the invoice and documentation specified above. Attachment B Pacific Northwest Winter Classic 2025 Sponsor Benefits for Gty of Tukwila 1. The Event's primary venue must be held within the corporate boundaries of the City of Tukwila, secondary fields outside of the City of Tukwila may be used for the event 2. Recipient shall only promote hotels in the City of Tukwila to attendees of the Event 3. The City shall be listed as a sponsor on all digital and print assets promoting the Event 4. The City shall be listed as a sponsor on the official website for the tournament, with a direct link provided to ExperienceTukwila.00m. 5. Pacific Northwest Soccer Club will follow/like the Experience Tukwila social media accounts. 6. The City shall receive two dedicated social media posts on Recipient's social media recognizing the City for its sponsorship. 7. Recipient and City shall draft and issue, after approval by the City, a press release highlighting the City's sponsorship. 8. In emails to attendees about the Event, Recipient shall include information about things to do in the City of Tukwila and include a link to ExperienceTukwila.00m.