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HomeMy WebLinkAbout26-156 - Contract - Tukwila Historical Society - Sponsorship Agreement: America 250 Celebration EventTukwila Historical Society SPONSORSHIP AGREEMENT 26-156 Council Approval N/A This Sponsorship Agreement (together with all attachments and exhibits, the "Agreement") is entered into by and between the City of Tukwila , a non -charter optional municipal code city (the "City") and the Tukwila Historical Society, a 501(c)(3) non-profit corporation ("Recipient") (collectively, the City and Recipient are the "Parties"). RECITALS WHEREAS, the Recipientwill organize and hold a community event to celebrate America's 250" Anniversary ("Event"); and WHEREAS, the Eventwill 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; 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 bythe Parties and continues until August 1, 2026, unless earlier terminated as permitted herein. 2. Sponsorship Fee. In consideration for the benefits described in this Agreement, the City shall pay the Recipient a sponsorship fee ("Sponsorship Fee"), as outlined in Attachment "A" of this Agreement. 3. Additional Benefits to City. In addition to bringing the Event to the City, 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. 5. Payment of Sponsorship Fee. 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 part of 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 {KZS2486871. DOCX;1/13175.000001/ 1 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. Insurance. Recipient shall have the following specific insurance obligations with respect to the Event and this Agreement: (a) Performance of this Agreement. Maintain for the duration of the Term of this Agreement commercial general liability insurance, directors and officers insurance and worker's compensation and employer's liability insurance, with limits not less than $2,000,000.00 per occurrence, $2,000,000 general aggregate sufficient to insure its obligations in performance arising under this Agreement. (b) Insurance for the Event. Recipient shall insure the Event, including all Event activities, and specifically with commercial general liability insurance including personal injury with limits of not less than $2,000,000.00 per occurrence and $2,000,000.00 general aggregate. In addition, Recipient shall include Cityof Tukwila as an additional insured on all Event -specific policies and shall provide the City of Tukwila proof of insurance no later than two (2) weeks prior to the Event date. Additionally, Recipient shall be responsible for acquiring from each participant and volunteera waiverand release of liabilitywhich shall name the Cityof Tukwila as an additional released and indemnified party and shall provide the City of Tukwila a copy of said releases upon request. 7. 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 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 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. 8. 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 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 (3rd) 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 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. 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. Binding on Successors; 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. 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 byvirtue 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. 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. 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. Waiver and Savings. 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 complywith 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 Ldby: Brandon Miles, Director RECIPIENT igned by:y:By:F�S -�r�C�u Kathy Hougardy, President Address: Tukwila Historical Society 14475 59th Ave S, Tukwila, WA 98168 Attachment A Tukwila Historical Society America 250 Celebration Compensation On or about July 4, 2026, the Recipient shall host a community celebration event to celebrate America 250 (the "Event"). The Event shall be held within the corporate limits of the City of Tukwila and shall be open to the general public. Upon successful completion of the Event, the City shall provide a one-time sponsorship fee of $1,000 to Recipient. Additionally, the City shall pay the permit fee for SPEC26-0005 in a total amount not to exceed $533.40. Recipient understands that this Agreement is solely a sponsorship agreement and does not provide approval or authorization from the City's Department of Community Development or Public Works Department to hold the Event. Recipient shall obtain all required permits and authorizations from all appropriate governmental entities for the Event. Attachment B Tukwila Historical Society America 250 Celebration Sponsor Benefits for City of Tukwila 1. The Community Celebration outlined in Attachment "A" must be held within the corporate boundaries of the City of Tukwila on or around July 4, 2026 (the "Event"). 2. The City of Tukwila shall be listed as a sponsor for the Event, with the City seal or Experience Tukwila mark being used for all promotions for the Event. 3. The Event shall be open to the public for free. 4. If hotel rooms need to be secured for the Event, the Recipient must use a Tukwila hotel for any required hotel rooms. 5. At least one dedicated social media posts highlighting the City's sponsorship, including tagging Experience Tukwila and the City's main social media pages in the posts. 6. Recipient will follow/like the City's Experience Tukwila and City's main social media pages through its social media accounts for at least one year. 7. With the final invoice, Recipient shall provide photos of the Event, examples of marketing collateral used for the Event, and estimated attendance at the Event.