HomeMy WebLinkAboutContract CAG-18-239
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SPONSORSHIP AGREEMENT WITH IVAR'S, INC. FOR CLAM LIGHTS
THIS AGREEMENT dated September 15, 2018 for references purposes, is made between the CITY OF
RENTON, a municipal corporation of the State of Washington, hereinafter referred to as "CITY," and
Ivar's, Inc., hereinafter referred to as "SPONSOR," to provide financial sponsor support of Clam
Li�hts, hereinafter referred to as "EVENT."
The CITY and SPONSOR agree as set forth below:
1. Event Date(s) and Location: EVENT will be held at the following location(s) and date(s) as
may be further described in Attachment A: Month-long professional lights display for Clam
Light begins November 30, 2018, and concludes January 1, 2019.
2. Recognition and Benefits: SPONSOR will be listed as Presenting Sponsor of EVENT.
SPONSOR's name and/or logo will be included in print promotions and on the CITY's website,
as set forth in Attachment A, "Sponsor Recognition & Benefits," which is attached and
incorporated herein. Other benefits to SPONSOR may also be set forth in Attachment A.
3. Sponsor's Responsibilities: In exchange for the recognition and benefits under this
AGREEMENT, SPONSOR shall pay the sum of $17,000 (seventeen thousand dollars) to the
CITY. Payment in full shall be made no later than December 15, 2018, to the CITY. SPONSOR
shall provide its logo to the CITY for event marketing purposes on or before September 15,
2018.
4. Term: This AGREEMENT shall commence upon the authorized signature of this Agreement
by the SPONSOR and CITY and shall continue until January 5, 2019, unless extended to a later
date or terminated through the issuance of a refund as provided in Section S of this
Agreement. To the extent applicable, Sections 7, 8, 10, and 13 shall survive the termination
of this Agreement.
5. Cancellation Policy: The CITY has the right to cancel EVENT and/or this Agreement due to
inclement weather or for any other reason. The CITY will notify SPONSOR immediately
following the decision to cancel EVENT or this Agreement. In the event of cancellation by
CITY, the CITY will, at the CITY's sole discretion, either (1) refund to SPONSOR all funds paid
for which SPONSOR did not receive value (2) credit SPONSOR with sponsorship opportunities
at a future event of SPONSOR'S choice worth the estimated value of the funds paid for which
the SPONSOR did not receive value , or (3) credit SPONSOR with sponsorship opportunities at
a future event of SPONSOR'S choice worth less than the estimated value of the cancelled
EVENT and refund the difference in value to the SPONSOR. SPONSOR agrees that the
foregoing shall constitute SPONSOR's full compensation and remedy for cancellation of
EVENT, and SPONSOR expressly waives any claims for damages arising from or related to the
cancellation of EVENT.
6. Force Majeure: Notwithstanding the terms in section 5, above, no Party shall be responsible
for events that are unforeseeable and beyond its reasonable control, such as acts of God,
weather delays, government restrictions, or unforeseen commercial delays.
7. Record Maintenance: SPONSOR shall maintain accounts and records generated relating to
this AGREEMENT and retain such records for as long as may be required by applicable
Washington State records retention laws, but in any event no less than six years after the
termination of this AGREEMENT. SPONSOR agrees to provide access to and copies of any
records related to this AGREEMENT as required by the CITY to audit expenditures and charges
and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The
provisions of this section shall survive the expiration or termination of this AGREEMENT.
8. Public Records Compliance: To the full extent the CITY determines necessary to comply with
the Washington State Public Records Act, SPONSOR shall make a due diligent search of all
records in its possession or control relating to this AGREEMENT, including, but not limited to,
e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings
and provide them to the CITY for production. In the event SPONSOR believes said records
need to be protected from disclosure, it may, at SPONSOR's own expense, seek judicial
protection. SPONSOR shall indemnify, defend, and hold harmless the CITY for all costs,
including attorneys' fees, attendant to any claim or litigation related to a Public Records Act
request for which SPONSOR has responsive records and for which SPONSOR has withheld
records or information contained therein, or not provided them to the CITY in a timely
manner. SPONSOR shall produce for distribution any and all records responsive to the Public
Records Act request in a timely manner, unless those records are protected by court order.
The provisions of this section shall survive the expiration or termination of this AGREEMENT.
9. Independent Contractor Relationship: The nature of the relationship between SPONSOR
and the CITY during the period of this AGREEMENT shall be that of an independent
contractor, not employee. No agent, employee, representative, or subcontractor of
SPONSOR shall be, or shall be deemed to be, the employee, agent, representative, or
subcontractor of the CITY.
10. Hold Harmless: SPONSOR agrees to release, indemnify, defend, and hold harmless the CITY,
elected officials, employees,officers, representatives, and volunteers from any and all claims,
demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments,
awards, injuries, damages, liabilities, taxes, losses, fines,fees, penalties, expenses, attorney's
or attorneys' fees, costs, and/or litigation expenses to or by any and all persons or entities,
arising from, resulting from, or related to the negligent acts, errors or omissions of SPONSOR
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under this AGREEMENT or a breach of this AGREEMENT by SPONSOR, except for that portion
of the claims caused by the CITY's sole negligence.
Should a court of competent jurisdiction determine that this AGREEMENT is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate...) 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 SPONSOR and
the CITY, its officers, officials, employees and volunteers, SPONSOR's liability shall be only to
the extent of SPONSOR's negligence.
It is further specifically and expressly understood that the indemnification provided in this
AGREEMENT constitute SPONSOR's waiver of immunity under the Industrial Insurance Act,
RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually
negotiated and agreed to this waiver. The provisions of this section shall survive the
expiration or termination of this AGREEMENT.
11. Gifts and Conflicts: The CITY's Code of Ethics and Washington State law prohibit CITY
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person,
firm or corporation involved in a contract or transaction. To ensure compliance with the
CITY's Code of Ethics and state law, SPONSOR shall not give a gift of any kind to CITY
employees or officials. SPONSOR also confirms that SPONSOR does not have a business
interest or a close family relationship with any CITY officer or employee who was, is, or will
be involved in selecting SPONSOR, negotiating or administering this AGREEMENT.
12. Discrimination Prohibited: In its performance under this AGREEMENT, SPONSOR shall not
discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual
orientation or preference, age (except minimum age and retirement provisions), honorably
discharged veteran or military status, or the presence of any sensory, mental or physical
handicap, unless based upon a bona fide occupational qualification in relationship to hiring
and employment, in employment or application for employment, the administration of
AGREEMENT or any other benefits under this AGREEMENT, or procurement of materials or
supplies.
13. Other Provisions:
A. Approval Authority. Each individual executing this AGREEMENT on behalf of the CITY and
SPONSOR represents and warrants that such individuals are duly authorized to execute
and deliver this AGREMENT on behalf of the CITY or SPONSOR.
B. Amendment and Modification.This AGREEMENT may be amended only by an instrument
in writing, duly executed by both Parties.
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C. Conflicts. Any exhibits/attachments to this AGREEMENT are incorporated by reference
only to the extent of the purpose for which they are referenced within this AGREEMENT.
To the extent a SPONSOR-prepared exhibit conflicts with the terms in the body of this
AGREEMENT or contains terms that are extraneous to the purpose for which it is
referenced, the terms in the body of this AGREEMENT shall prevail and the extraneous
terms shall not be incorporated herein.
D. Governin� Law. This AGREEMENT shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. SPONSOR and all of the SPONSOR's employees shall perform this AGREEMENT in
accordance with all applicable federal, state, county and city laws, codes and ordinances.
E. Joint Draftin� Effort. This AGREEMENT shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one or the other as a
result of the preparation, substitution, submission or other event of negotiation, drafting
or execution.
F. Jurisdiction and Venue. Any lawsuit or legal action brought by any Party to enforce or
interpret this AGREEMENT or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice Center
in Kent, King County, Washington, or its replacement or successor.
G. Severability. A court of competent jurisdiction's determination that any provision or part
of this AGREEMENT is illegal or unenforceable shall not cancel or invalidate the remainder
of this AGREEMENT, which shall remain in full force and effect.
H. Sole and Entire A�reement. This AGREEMENT contains the entire agreement of the
Parties for the purposes of this AGREEMENT, and any representations or understandings,
whether oral or written, not incorporated are excluded.
I. Third-Party Beneficiaries. Nothing in this AGREEMENT is intended to, nor shall be
construed to give any rights or benefits in this AGREEMENT to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this A6REEMENT will
be for the sole and exclusive benefit of the Parties and no one else.
J. Assi�ns and Successors. The Parties each bind themselves, their partners, successors,
assigns, and legal representatives to the other Party to this AGREEMENT, and to the
partners, successors, assigns, and legal representatives of such other Party with respect
to all covenants of this AGREEMENT.
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K. Waivers. All waivers shall be in writing and signed by the waiving Party. Either Party's
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the CITY or SPONSOR from enforcing that provision or any other provision
of this AGREEMENT in the future. Waiver of breach of any provision of this AGREEMENT
shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly
waived in writing.
L. Counterparts.The Parties may execute AGREEMENT in any number of counterparts, each
of which shall constitute an original, and all of which will together constitute this one
AGREEMENT.
14. Notices: All notices required or permitted hereunder shall be deemed duly given if sent by
mail or delivered to the person at the address listed below.
SPONSOR �i7,��C• � ---'�' CITY OF RENTON
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Printed ame: � /1 Kelly Beyme , Admin trator
Title: J� i� �_ Community Services Department
Ivar's, Inc. 1055 South Grady Way
Address: �l C'� �7� Renton, WA 98057
City, State, Zip: 5� q S -�Otig kbeymer@rentonwa.gov
Email address: DC� �GP/C�qM-(QM 425.430.6617
Phone number: �1A6 S`�� - Gj�?�
APPROVED AS TO FORM:
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Shane Moloney
City Attorney
ContractTemplate Updated 12/29/2017
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Attachment A
Sponsor Recognition & Benefits
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City of Renton to provide the following
PRE-EVENT COMMUNICATIONS
Brandin�:
• Presenting Sponsor Name/Logo featured in the Event Title; example "Clam Lights presented
by Ivar's Restaurants."
• City will design and share graphic and digital images (i.e. web and social media banners)
• Premier sponsor of largest professional holiday lights display in Renton
• Industry exclusivity (no other restaurants will be secured as secondary sponsors)
Di ital:
• Presenting Sponsor Name/Logo with primary sizing and prominent placement featured in
web banners, digital ads, and on Clam Lights event web page and City of Renton home page
on City web site (City website: avg 200,000 weekly page views).
• Presenting Sponsor Name/Logo with primary sizing and prominent placement featured in
City produced event promotions and marketing: Fall "What's Happening" digital online
edition had 66,105 page views.
• Link(s) to Presenting Sponsor website from City's home page and Clam Lights event page.
• Direct viewers to Presenting Sponsor webpage or redirect link provided for downloadable
incentives (i.e. product specials, coupons).
• Presenting Sponsor Name/Logo included in event spotlights in Mayor's Weekly e-newsletter
"This week from the Mayor" (21,000), City of Renton "Byte" bi-monthly e-newsletter
(21,000), and Renton City News (27,000 utility bills).
• As possible, Presenting Sponsor Name/Logo and event inclusion(s) in Renton Chamber E-
newsletter promotion(s) (1,300/email database).
Social Media:
• Presenting Sponsor Name/Logo with primary sizing and prominent placement in digital ads
and/or banners on social media platforms include City of Renton and Community Services
Department Facebook pages (City FB 8,700 and CS Dept FB 700 followers), Nextdoor
(13,000 registered) and Twitter (6,000 followers).
• City of Renton to provide Ivar's with season-long social media effort
o Ivar's as Presenting Sponsor and Clam Lights event programming will be integrated
into weekly posts (e.g. giveaway of an ivar's gift cards, Ivar's exclusive Ivar's Clam
Lights on-site experience, contest or other).
o The City of Renton will approve City of Renton "tagged" Ivar's Facebook posts to
cross promote Ivar's Facebook ad/promotions.
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Print:
• Presenting Sponsor Name/Logo with primary sizing and prominent placement featured in
City produced event promotions and marketing: Fall "What's Happening" (30,000), 200
posters and 3,000 counter-cards distributed to City facilities (i.e. Senior Center, Museum,
Renton Community Center), community locations such as Chamber Office and KCLS
Libraries, and area merchants.
OOH (Out of Home):
• Presenting Sponsor Name/Logo included in Clam Lights feature on digital reader boards
along Maple Valley Highway (45,000 daily round-trip avg) and Benson Road (29,000 daily
round-trip avg).
TV:
• Clam Lights presented by Ivar's ad created for "What's Happening" brochure will be shown
on City View/Cable Channel 21 promotions (Renton's cable programming)
Earned Media:
• Presenting Sponsor Name featured in City produced media releases and distributed to
Renton Reporter, Associated Press, Fairwood Community News, KCPQ News, KING News,
KIRO News, KOMO News
• Ivar's will also conduct their own earned media and marketing efforts for Clam Lights but
will be credited a total amount of$8,000 from the $25,000
ON-SITE EVENT SUPPORT& COMMUNICATIONS
Public Relations:
• Presenting Sponsor recognition within announcements during Official Welcome at Opening
Night Event
• Presenting Sponsor invited to speak during Official Welcome at Opening Night Event
• City will distribute Presenting Sponsor-provided giveaways at Opening Night Event
Si�na�e & Banners:
• Display City-provided sponsor banner throughout month long lighting season
• Display up to two Sponsor-provided banners within park.
• A-frame featuring Presenting Sponsor logo at Opening Night Event
• "Clam Lights Presented by Ivar's" event name to be displayed on all on-site signage and
banners.
Parking:
• The City of Renton will provide up to four VIP parking passes for Clam Lights Official Lighting
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Event.
Season Pro�ramming:
• Official Lighting Event on November 30, 2018: features holiday music via City of Renton
amplified sound system and/or live musical entertainment, photos with Santa and Mrs.
Claus, Parade of Boats by Rainier Yacht Club, feature entertainment on Argosy Christmas
Ship, opportunity for sponsor outreach and engagement, and Official Welcome and Lighting
with opportunity for brief remarks from event sponsors.
• The City of Renton will reserve the North Shelter bench seated area surrounding the fire pit
from 6:30pm —8:30pm for Ivar's use on November 30, 2018.
• The City of Renton will be contracting with Flemings Holiday Lighting to add a "selfie space"
in the Belvedere atrium at Coulon Park. The space will feature 250-300 sets of additional
mini colored lights which will be laced into the space using all the columns, structural
beams, railings and stairs. The space will create a unique space for park and restaurant
patrons to take pictures. Additional lighting value $7,260.
• Month-long lighting season concludes with Polar Bear Dip event with clam chowder
provided by Ivar's, on January 1, 2019. The City will provide a raised laminated sign with
Ivar's logo listing the outside air temperature and water temperature which Polar Bear Dip
participants take photos with before and after the event.
Ivar's to provide the following:
FINANCIAL& IN-KIND CONTRIBUTIONS
Proposal for 2018;
$17,000 cash contribution
$ 2,000 will be retained for payment of paid online advertising including (but not limited to)
paid social posts, enhanced display ads and similar.
1 000 in trade for contesting or promotional purposes only.
$20,000
Note: Ivar's will also handle earned media and marketing support which we have done in
previous years valued at $5,000.
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PRE-EVENT COMMUNICATIONS
Earned Media Support:
• Create media briefs for Clam Lights and conduct outreach to long-lead publications.
• Create Clam Lights press release and conducted media follow up and outreach to long- and
short-lead outlets accordingly.
• Create Clam Lights media alert highlighting opening ceremony schedule and b-roll
opportunities and conduct outreach to newsrooms along with family-friendly and Renton
outlets
• Post holiday programming to area community calendars and outreached to calendar editors
• Work with camera crews and photographers that attend Clam Lights to ensure they obtain
shots and interviews needed for stories
• Conduct media relations follow up and interviews throughout the event duration.
Social Media
• Create organic and paid posts across Ivar's social media channels to drive traffic and
awareness to official lighting ceremony and beyond.
Di�ital
• Draft and post event content on ivar's homepage and event landing pages.
• Even inclusion in a minimum of two (2) Ivar's email blasts to 75,000+ subscribers promoting
the event, specific promotions and/or contests.
• All digital PR and communication will be SEO optimized where possible.
In-store support:
• Post Clam Lights event info in select, local Ivar's locations.
ON-SITE EVENT SUPPORT & COMMUNICATIONS
• Ivar's will offer Clam Lights products specials throughout the event season. Exact specials
and timing TBD. These specials can be highlighted in all event communication to help drive
traffic and exposure to the event.
• Provide Ivar's Dancing Clam for on-site photo opportunities.
• Provide a spokesperson for evening presentation as well as earned media interviews.
• Provide complimentary chowder for the Polar Plunge event on January 15t
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