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HomeMy WebLinkAboutAD08-339 - Original - VisionOne dba ShoWare - Binding Letter of Intent for Event Center Naming Rights - 10/07/2008 a Records M eme KENT Document WASH IN G T O N CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact Mary Simmons, City Clerks Office. Vendor Name: ShoWare -QV�ision One Contract Number: ` D d Op — 33 This is assigned by Mary Simmons Vendor Number: Project Name: Kent Events Center Contract Effective Date: Nov. 1, 2008 Contract Termination Date: July 31, 2019 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Ben Wolters Department: Econ. Dev. Abstract: ADCL7832 07/02 KEN7 BINDING LETTER OF INTENT for City of Kent Events Center Naming Rights The purpose of this Letter of Intent is to set forth the intentions of Vision One d/b/a ShoWare ("Advertiser") to purchase the Naming Rights to the new Kent Events Center from the City of Kent ("City") and the Seattle Thunderbirds ("Team"). It is the intent of all parties that this Letter of Intent constitutes a binding obligation on all parties to enter into a final naming rights agreement based on and in consideration of the following terms and conditions, with negotiations to be concluded no later than November 1, 2008. 1. Payment Amount: Advertiser agrees to pay to the City a sum of Three Million One Hundred Seventy-Five Thousand and 00/100 dollars ($3,175,000,00), over a period of approximately eleven (11) years, to be paid according to the schedule attached and incorporated as Exhibit A. 2. Advertising Package: Advertiser shall receive the Naming Rights to the new Kent Events Center, which shall include signage to be placed in the following locations: a. At the front of the Events Center over the main entrance (facing James St.); b. On the side of the Events Center facing Highway 167; C. Possible placement on the roof of the Events Center; d. On any marquee, if one is built, in front of the Events Center; e. On City signs giving directions to the Events Center; f. On the score clock inside the Events Center; and g. Under the ice for all Team games. The Term of this Advertising Agreement shall be for approximately Eleven (11) Years beginning on November 1, 2008, and ending on July 31, 2019. Advertiser shall have an exclusive option to extend the Agreement, with such option expiring not later than 180 calendar days prior to the end of the Term of the Advertising Agreement. 3. Prorated Portion: Both the Team and Advertiser acknowledge that the Events Center will not open until January 3, 2009, and therefore have agreed on a prorated payment for the first year of this Agreement, as outlined in the Payment Schedule. 4. Right to Use Logos: Each party hereby grants a license to the other party for use of each party's logo in advertising. 5. Option o Change Center Mark: Advertiser has the option to change the Center Mark with approval of the Team and City (not to be unreasonably withheld). Change of all signage will be at the expense of the Advertiser. BINDING LETTER OF INTENT Page 1 of 2 (Vision One d1bla ShoWare, City of Kent, and Seattle Thunderhlyd5) 6. Letter of Credit: Advertiser agrees to execute an Irrevocable Letter of Credit with the bank of its choice, naming the City of Kent as recipient of any payments drawn on the Letter of Credit for the amount of USD300,000. Any expenses related to this guarantee will be paid by the City. 7. Ticketing Services: The City and Team agree to use the ShoWare Ticketing Solution exclusively during the term of this Naming Right Contract. 8. Effgc ivC Date: This Binding Letter of Intent shall take effect on the last date entered below. CITY OF KENT Signed: Date: l© /,0 Y THUNDERBIRD ROCKY ENTERPRISES, LLC (d/b/a Seattle Thunderbirds) Signed Date: /60 v� y F« Its '/ VISION ONE (d/b/a Showare) Signed: Date: 8y Gf4 r Its �`3 P:\O,AI\Flies\OpenFlIes\lo7l\NamingRightsLol.visia,one.CLEMDRAFriooloe dog BINDING LETTER OF INTENT Page 2 of 2 (Vision One dJb/a ShoWare, City of Kent, and Seattle Thunderbirds) EXHIBIT A (to Binding Letter of Intent for City of Kent Events Center Naming Rights) Year One (prorated): Jan. 1, 2009-July 31, 2009 (Total Payment: $175,000.00) Installments: Nov. 1, 2008--$75,000.00 Feb. 1, 2009--$75,000.00 May 1, 2009--$25,000.00 Year Two: August 1, 2009-July 31, 2010 (Total Payment: $300,000.00) Installments: Aug. 1, 2009--$75,000.00 Nov. 1, 2009--$75,000.00 Feb. 1, 2010--$75,000.00 May 1, 2010--$75,000.00 Year Three: August 1, 2010-July 31, 2011 (Total Payment $300,000.00) Installments: Aug. 1, 2010--$75,000.00 Nov.1, 2010--$75,000.00 Feb. 1, 2011--$75,000.00 May 1, 2011--$75,000.00 Year Four: August 1, 2011-July 31, 2012 (Total Payment: $300,000.00) Installments: Aug. 1, 2011--$75,000.00 Nov.1, 2011--$75,000.00 Feb. 1, 2012--$75,000.00 May 1, 2012--$75,000.00 Year Five: August 1, 2012-July 31, 2013 (Total Payment: $300,000.00) Installments: Aug. 1, 2012--$75,000.00 Nov.1, 2012--$75,000.00 Feb. 1, 2013--$75,000.00 May 1, 2013--$75,000.00 Year Six: August 1, 2013-July 31, 2014 (Total Payment: $300,000.00) Installments: Aug. 1, 2013--$75,000.00 Nov.1, 2013--$75,000.00 Feb. 1, 2014--$75,000.00 May 1, 2014--$75,000.00 Year Seven: August 1, 2014-July 31, 2015 (Total Payment: $300,000.00) Installments: Aug. 1, 2014--$75,000.00 Nov.1, 2014--$75,000.00 Feb. 1, 2015--$75,000.00 May 1, 2015--$75,000.00 EXHIBIT A to BINDING LETTER OF INTENT Page 1 of 2 (Vision One d/b/a ShoWare, City of Kent, and Seattle Thunderbirds) Year Eight: August 1, 2015—July 31, 2016 (Total Payment: $300,000.00) Installments: Aug. 1, 2015--$75,000.00 Nov.1, 2015--$75,000.00 Feb. 1, 2016--$75,000.00 May 1, 2016--$75,000.00 Year Nine: August 1, 2016-3uly 31, 2017 (Total Payment: $300,000.00) Installments: Aug. 1, 2016--$75,000.00 Nov.1, 2016--$75,000.00 Feb. 1, 2017--$75,000.00May 1, 2017--$75,000.00 Year Ten: August 1, 2017—July 31, 2018 (Total Payment: $300,000.00) Installments: Aug. 1, 2017--$75,000.00 Nov.1, 2017--$75,000.00 Feb. 1, 2018--$75,000.00 May 1, 2018--$75,000.00 Year Eleven: August 1, 2018—July 31, 2019 (Total Payment: $300,000.00) Installments: Aug. 1, 2018--$75,000.00 Nov.1, 2018--$75,000.00 Feb. 1, 2019--$75,000.00 May 1, 2019--$75,000.00 EXHIBIT A to BINDING LETTER OF INTENT Page 2 of 2 (Vision One d/b/a Sho Ware, City of Kent, and Seattle Thunderbirds)