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HomeMy WebLinkAbout25-316 - Contract - Seattle Sports Commission - Sponsorship Agreement25-316 Council Approval N/A 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 the Seattle Sports Commission, a Washington non-profit corporation (the "Recipient") (collectively, the "Parties"). RECITALS WHEREAS, the Recipient is an organization that promotes tourism, provides networking and business development opportunities, and assists in bringing in sports events to the Greater Seattle region, including Tukwila; and WHEREAS, the City desires to increase tourism and support and attract more sports -related activities to the City and the Greater Puget Sound region. 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. Sponsorship Description. The City of Tukwila shall be an annual sponsor of the Seattle Sports Commission. 2. Sponsorship Benefits. Recipient shall provide the benefits to the City as outlined in Attachment "A" of this Agreement. 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 ten thousand dollars ($10,000.00). 4. Term. This Agreement is effective from October 1, 2025 by the and continues until September 30, 2027. 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 or suits including attorney fees, arising out of or resulting from the acts, errors, or omissions of the Recipient in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. It is specifically and expressly understood that the indemnification provided herein constitutes the Recipient'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. License 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 Tourism Marks. However, the scope of this license to Recipient shall be interpreted as limited to accomplishing the purposes set forth in this Agreement and for no other purpose. Recipient may not use the City of Tukwila Tourism 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 City of Tukwila Tourism Marks do not include the official seal of the City of Tukwila and use of the official seal by Recipient is not authorized under this agreement. 7. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Notices to Recipient shall be sent to the following address: Beth Knox, President/CEO Seattle Sports Commission 700 NW Gilman Blvd #121 Issaquah, WA 98027 9. Permitting Authority and Police Powers. Nothing in this Agreement shall be interpreted to limit, restrict, or diminish the permitting authority or police powers of the City of Tukwila conveyed upon it by the State of Washington. 10. 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. 11. Governing Law 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. In the event of a dispute, the parties may agree to mediation or a similar form of alternative dispute resolution. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties agree that the venue shall be in King County, Washington. The prevailing party in any such action shall be entitled to its reasonable costs and attorney's fees. 12. No Third -Party Beneficiaries. 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. 13. 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. 14. Complete Agreement. 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. 15. 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. 16. Waiver and Savings Clauses. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 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. 17. Electronic Signatures; Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will 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 Brandon Miles, Director Strategic Initiatives and Government Relations Date: 12/19/2025 APPROVED AS TO FORM Signed by: FFA c.....FFFA.. Kari Sand City Attorne Date: 12/24/2025 1 2:04 �M PST SEATTLE SPORTS COMMISSION By: Alex Webster Its: VP, Sporting Events Development Date: 12/19/2025 Attachment A Sponsor Benefits City of Tukwila Sponsorship Benefits Include: Sporting Event Bids and Execution: • Premier sports bid collaboration by dedicated SSC Director of Sporting Events Development. • Development of Local Organizing Committee after collaborated event(s) awarded. SSC can convene planning meetings. • SSC staff support in planning, promotion, and execution of awarded events as appropriate. • One post on Seattle Sports Commission's social media accounts recognizing the City of Tukwila as a sponsor and tagging the City's Experience Tukwila social media accounts. • Seattle Sports Commission social media handles will follow the City's Experience Tukwila social media handles. Access to SSC Stakeholder Specific Events: • Invite to participate in Sports Trade Mission trips: o 2025: Vancouver, BC 1 2026: TBD 1 2027: TBD • Invite to quarterly SSC Commissioner meetings providing sports and bid updates, sports industry guest speakers, networking o Recent guests have included Governor Jay Inslee, April Putney of Seattle FWC2026 • Invite to SSC Signature Events: Sports Star of the Year, Region Ready, WILB Breakfast, SSC Open • Access to SSC hosted special events o A recent event was the Surgeon General event on the Mental Health epidemic • Access to tickets for designated sporting events o Behind the scenes/ Pre -Game Warm -Up chats with executives of the Seattle Kraken, Mariners, Reign, Sounders, Storm, and more. • Access to the inside track on regional efforts to host pro, amateur and youth sporting events Regionol Event Information and Networking: • Registration for one (1) designated Commissioner for the term of this agreement (10/1/25- 9/30/27) • SSC Newsletter with regular updates on Seattle sports team activities, events and bids • Commissioner recognition on the SSC Website • Opportunity to serve on committees such as Public Affairs, Events & Revenue, Advocacy & Engagement and Sports Star Nominations • Opportunity to empower play by supporting the SSC Foundation through programs dedicated to equitable access to youth sports in Washington state Attachment B Compensation Within 30 days of execution of this Agreement, the City will provide a two payments of $5,000.00 to Recipient as part of the sponsorship commitment described in Attachment "A" on the following schedule: Payment 1: Due October 1, 2025 Payment 2: Due October 1, 2026 With the first invoice Recipient shall provide a current W-9 (W-9 not required if City can pay with a credit card). City payment shall be provided within 30 -days after receipt of invoices and are other documentation required by this Agreement.