001-19 - Visit Kitsap - ContractContract No.001-19
PROFESSIONAL SERVICES AGREEM ENT FOR
TOURTSM PROMOTTON (LODGTNG TAX) SERVICES
This Professional Services Agreement ("Agreement')is made by and between the City of Port
Orchard, a Washington municipal corporation ("City"), and Visit Kitsap Peninsula, a 501(c)6
corporation organized under the laws of the State of Washington, doing business at: 9230 Bayshore
Drive NW, Suite 101 Silverdale, WA 98383 (hereinafter the "Organization").
A. The City collects a lodging tax for the purpose of contracting through Visit Kitsap
Peninsula fortourism marketing, as allowed by RCW 67.28.L8L6, and Visit Kitsap Peninsula has
applied for the use of the revenues, also as allowed by the same statute.
B. The Organization proposes to market, operate a special event, events, festival,
festivals, or otherwise market and promote Port Orchard as a destination for visitors as described
in this Agreement; and
C. ln an effort to implement the City's wayfinding system to assure tourists are at the
correct community, the organization is authorized and encourage to use the City's wayfinding
logos in accordance with the City's graphic standards and Use Policy attached as Exhibit D and E;
and
D. The City agrees to contract with the Organization for this purpose under the terms
and conditions set forth below; NOW, THEREFORE, the Parties agree as follows:
L. Services bv reanization
The services performed by the Organization shall not exceed the payment amount as referenced
in Section 4 of this agreement. The Organization agrees to promote tourism as defined in RCW
67.28.080(5) and as allowed by RCW 67.28.L81,6 in the manner described in the Statement of Work
attached hereto as Exhibit "A," and incorporated by this reference ("Services").
2. Term.
The term of this Agreement shall commence as of the date of the last authorizing signature
affixed hereto, and shall continue until the completion of the Services, but in any event no later than
December 31,,20L9.
3. Termi ation.
A. Either party may terminate this Agreement for any reason whatsoever upon giving
the other party at least 90 days' prior written notice thereof. Any expenses incurred prior to the
date of termination but not submitted by the Organization may be submitted for reimbursement
by the Organization and reimbursed by the City of Port Orchard.
B. ln situations other than as described in Subsection A above, the City of Port Orchard
shall have the right to terminate this Agreement or reduce the amount which it has agreed to
pay hereunder in the following circumstances: (1) ln the event the City determines, in its sole
and absolute discretion, that tax revenues from the tax authorized by RCW 67.28.180 are
insufficient to generate sufficient revenues for the City of Port Orchard to make said payment,
considering that other commitments for a portion of said funds have also been made; (2) if the
tax itself is repealed by appropriate authority; (3) in the event the funds paid by the City to the
Organization are not used in compliance with the provisions of this agreement and/or Chapter
67.28 RCW, as determined by the City of Port Orchard or the State of Washington; The City of
Port Orchard shall have the discretion to determine the appropriate allocation of such funds
among those entities to which such commitments have been made for the funds subject to
Chapter 67.28 RCW.
C. Notice of Termination. Either party may terminate this agreement for the reasons
set forth above, by written notice thereof to the other party. lf termination is based on the
reasons in Section B(1) through (3), the termination may be effective immediately. Upon such
termination, the City of Port Orchard shall be under no further obligation to make payments
hereunder, except any expenses incurred prior to the date of termination, but not yet submitted
may be submitted by the Organization and shall be reimbursed by the City of Port Orchard.
lf sufficient funds are not appropriated or allocated for payment under this Agreement
for any future fiscal period, the City will not be obligated to continue the Agreement after the end of
the current fiscal period, and this Agreement will automatically terminate upon the completion of
all remaining Services for which funds are allocated. No penalty or expense shall accrue to the
Cityin the event this provision applies.
4. Pavment.
A. Total Pavment. !n considerationof the O rganization's performance of the Services, the
City agrees to grant the Organization an amount not to exceed Sixteen Thousand, Nine Hundred
and Eighteen Dollars and No/l00 ($16,918).
B. Method of Pavment. Payment by the City for the Services will only be made after the Services
have been performed, and after the Organization has submitted a voucher or invoice to the City
using the form attached as Exhibit "8". All reimbursement claims shal! be submitted to the City
Clerk's Office within 90 days of receipt of invoice unless your event occurs after October, in which
the claims must be submitted no later than January 5,2020.
The City shall pay invoices within thirty (30) days after receipt of such voucher or invoice. Final
invoices, along with any supporting documents, must be submitted to the City no later than
January 6,2O2O, to avoid loss of funding.
C. Orsanization Res nsible for Taxes.The Organization shal! be solely responsible for the
payment of any taxes imposed by any lawful jurisdiction as a result of the payment by the City for any
Services under this Agreement.
5. Compliance with Laws
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Page 2 of 8
D. Non-Appropriation of Funds.
The Organization shall comply with and perform the Services in accordance with applicable
federa!, state, and City laws including, without limitation, City codes, ordinances, resolutions,
standards and policies, as now existing or as the same are hereafter adopted or amended.
Pursuant to RCW 67.28.1816 (2)(cX)i), the Organization must provide the City of Port Orchard a report
in a form labeled JLARC Municipality Report, attached as Exhibit "C, no laterthan January 31,,2020.
7. lndependentContractor
It is the intention and understanding of the Parties that the Organization shall be an
independent contractor in the peformance of this Agreement and that the City shall be neither
liable nor obligated to pay the Organization sick leave, vacation pay, or any other benefit of City
employment, nor to pay any social security or other tax which may arise as an incident of Gty
employment. The Organization shall pay all income and other taxes due. lndustrialor any other
insurance that is purchased for the benefit of the City, regardless of, whether such may provide a
secondary or incidental benefit to the Organization, and the same shall not be deemed to convert
this Agreement to an employment contract.
8 lndemnification.
The Organization shall defend, indemnify and hold the City, its officers, officials, employees, agents
and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal
costs and attorneys' fees, arising out of or in connection with the performance of this Agreement,
except for injuries and damages caused by the sole negligence of the City.
Should a court of competent jurisdiction determine that this Agreement is Subject to RCW 4.24.LL5,
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 Organization and the City, its
officers, officials, employees, agents and volunteers, the Organization's liability hereunder shal! be
only to the extent of the Organization's negligence. The provisions of this section shall survive the
expiration or termination of this Agreement.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION
PROVIDED HEREIN CONSTITUTES THE ORGANIZATION'S WAIVER OF IMMUNIW UNDER
INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS
INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY
NEGOTIATED THIS WAIVER. THE ORGANIZATION's WAIVER OF IMMUNITY UNDER THE
PROVISIONS OF THIS SECTION DOES NOT INCLUDE OR EXTEND TO ANY CLAIMS BY THE
ORGANIZATION'S EMPLOYEES DIRECTLY AGA!NST THE ORGANIZATION.
9 lnsurance.
The Organization shall procure and maintain for the 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 Organization, its agents, representatives, volunteers, or
employees.
Visit Kitsa p Peninsula Tourism Promotion 2019 Contract
Page 3 of 8
6. ReportineOblieations.
A. Minimum Scope of lnsurance. Contractor The Organization shall obtain insurance of the
types described below:
1. Automobile Liability insurance as required covering all owned, non-owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (!SO) form CA 00 01, or a
substitute form providing equivalent liability coverage. lf necessary, the policy shall be
endorsed to provide contractual liability coverage.
2. Commercial General Liability insurance shall be written on ISO occurrence
form CG 00 01, or a substitute form providing equivalent liability coverage and shall cover
liability arising from premises, operations, independent contractors and personal injury and
advertising injury. The City shall be named by endorsement as an additional insured under
the Consultant's Commercial General Liability insurance policy with respect to the work
performed for the City.
3. Workers' Compensation coverage as required by the lndustrial lnsurance laws of the State of
Washington.
B. Minimum Amounts of lnsurance. The Organization shall maintain the following
insurance limits
L. Automobile Liability insurance with a minimum combined single limit for bodily injury and
property damage of S1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no less than 5l-,000,000
each occurrence, $2,000,000 general aggregate.
C. Other lnsurance Provisions. The insurance policies are to contain, or be endorsed to
contain, the following provisions for Automobile Liability, and Commercial General Liability
insurance:
L. The Organization's insurance coverage shall be primary insurance as respect the
City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall
be excess of the Organization's insurance and shall not contribute with it.
2. The Organization's insurance shall be endorsed to state that coverage shall not
be cancelled by either partv, except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to the City.
3. The City wil! not waive its right to subrogation against the Organization. The
Organization's insurance shall be endorsed acknowledging that the City will not waive their
right to subrogation. The Contractor's Organization's insurance shall be endorsed to waive
the right of subrogation against the City, or any self-insurance, or insurance pool coverage
maintained by the City.
4. lf any coverage is written on a "claims made" basis, then a minimum of a three (3)
year extended reporting period shall be included with the claims made policy, and proof of
this extended reporting period provided to the City.
D. Acceptability of lnsurers. lnsurance is to be placed with insurers with a current A.M.
Best rating of not less than A:Vll.
E. Verification of Coverage. The Organization shall furnish the City with original certificates
and a copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance requirements of the Contractor
Organization before commencement of the work.
V is it K it s a p Peninsula Tourism Promotion 2019 Contract
Page 4 of 8
10. Equal Opportunitv Emplover.
A. ln all of the Organization's services, programs or activities, and all of the Organization's
hiring and employment made possible by or resulting from this Agreement, there shatl be no
discrimination by the Organization or by the Organization's employees, agents, subcontractors or
representatives against any person because of sex, age (except minimum age and retirement
provisions), race, color, creed, national origin, marital status, veteran status, sexual orientation or
the presence of any disability, including sensory, mental or physical handicaps; provided, however,
that the prohibition against discrimination in employment because of disability shall not apply if
the particular disability prevents the performance of the essential functions required of the
position. This requirement shall apply, but not be limited to the following: employment,
advertising, layoff or termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship. The Organization shall not violate any of the terms of Chapter
49.60 RCW Title VU of the Civil Rights Act of !964, the Americans with Disabilities Act, Section 504 of
the Rehabilitation Act of \973 or any other applicable federal, state or local law or regulation
regarding non- discrimination. Any material violation of this provision shall be grounds for
termination of this Agreement bythe City and, in the case of theOrganization's breach, may result
in ineligibility for further City agreements.
B. ln the event of the Organization 's noncompliance or refusal to comply with the above
nondiscrimination plan,this Agreement may be rescinded, canceled, or terminated in whole or
in part, and the Organization may be declared ineligible for further contracts with the City. The
Organization, shall, however, be given a reasonable time in which to correct this noncompliance.
1,1,. Work Product. The Organization shall perform and produce any work product consistent with
the Services described in Exhibit "A".
L2. Booksand Records.
The Organization agrees to maintain books, records, and documents which sufficiently and
properly reflect al! direct and indirect costs related to the performance of the Services and
maintain such accounting procedures and practices to assure proper accounting of all funds paid
pursuant to this Agreement. These records shall be subject, at all reasonable times during normal
business hours, to inspection, review or audit by the City, its authorized representative, the State
Auditor, or other governmental officials authorized by law to monitor this Agreement.
13. General Provisions.
A. Assignment or Subcontracting. The O rganization shall not assign, transfer, subcontract
or encumber any rights, duties, or interests accruing from this Agreement without the express prior
written consent of the City.
B. Notice. Any notices required to be given by the City to the Organization or by the
Organization to the City shall be in writing and delivered to the parties at the following addresses:
Visit Kitsa p Peninsula Tourism Promotion 2019 Contract
Page 5 of 8
Robert Putaansuu
Mayor
216 Prospect Street
Port Orchard, WA 98356
Phone: 360-876-4407
Fax: 360 895-9029
Patricia Graf-Hoke
Attn: Director
9230 Bayshore Drive NW Suite 101
Silverdale, WA 98383
Phone: (800) 337-0580
C. Resolution of Disou s and Governing Law.
L. Should any dispute, misunderstanding or conflict arise as to the terms and
conditions contained in this Agreement, the matter shall first be referred to the Mayor, who
shall determine the term or provision's true intent or meaning. The Mayor shall also decide all
questions which may arise between the parties relative to the actua! services provided or to the
sufficiency of the performance hereunder.
2. lf any dispute arises between the City and the Organization under any of the
provisions of this Agreement which cannot be resolved by the Mayor's determination in a
reasonable time, or if the Organization does not agree with the Mayor's decision on a disputed
matter, jurisdiction of any resulting litigation shall be filed in Kitsap County Superior Court,
Kitsa p County, Washington.
3. This Agreement shall be governed by and construed in accordance with the laws
of the State of Washington. ln any suit or action instituted to enforce any right granted in this
Agreement, the substantially prevailing party shall be entitled to recover its costs,
disbursements, and reasonable attorney's fees from the other party.
D. Non-waiver of Breach. The failure of either party to insist upon strict performance of
any of the covenants and agreements contained herein, or to exercise any option herein contained in
one or more instances, shall not be construed to be a waiver or relinquishment of said covenants,
agreements, or options, and the same shall be in full force and effect.
E. Modification. No waiver, alteration, modification of any of the provisions of this
Agreement shall be binding unless in writing and signed by a duly authorized representative of the City
and the Organization.
F. Severabilitv. The provisions of this Agreement are declared to be severable. lf any
provision of this Agreement is for any reason held by a court of competent jurisdiction to be invalid or
unconstitutional, such invalidity or unconstitutionality shall not affect the validity or constitutionality of
any other provision.
G. Entire Asreement. The written provisions of this Agreement, together with any Exhibits
attached hereto, shall supersede all prior verbal statements of any officer or other representative of the
City, and such statements shall not be effective or be construed as entering into or forming a part of or
altering in any manner whatsoever, the Agreement or the Agreement documents. The entire agreement
between the parties with respect to the subject matter hereunder is contained in this Agreement and
the Exhibits attached hereto, which may or may not have been dated prior to the execution of this
Agreement. All of the above documents are hereby made a part of this Agreement and form the
Visit Kitsa p Peninsula Tourism Promotion 2019 Contract
Page 6 of 8
Agreement document as fully as if the same were set forth herein. Should any language in any of the
Exhibits to this Agreement conflict with any language contained in this Agreement, then this Agreement
shall prevail.
H. Authoritv. Each individual executing this Agreement, on behalf of the City and the
Organization, representsand warrants that such individuals are duly authorized to execute and
deliver this Agreement on behalf of the organization or the city.
l. Performance. Time is of the essence in performance of this Agreement and each and al!
of its provisions in which performance is a factor. Adherence to completion dates set forth in Exhibit
A is essentialto the organization's performance of this Agreement.
J. Remedies Cumulative. Any remedies provided for under the terms of this
Agreement are not intended to be exclusive but shall be cumulative with all other remedies
available to the City at law, inequity or by statute.
K. Counterparts. This Agreement may be executed in any number of counterparts,
which counterparts shall collectively constitute the entire Agreement.
City of Port Orchard Visit Kitsap Peninsula
By:By:
Print Name:
Title: Director
9230 Bayshore Dr NW Suite 101
Silverdale, WA 98383
Telephone: (800) 337-0580
Fax: NA
ATTEST:
By:
Brandy R e MC, City Clerk
APPROVED AS TO FORM:
S tes, City Attorney
Visit Kitsa p Peninsula Tourism Promotion 2019 Contract
Page 7 of 8
Exhibit A – Visit Kitsap Peninsula Statement of Work & Deliverables for 2019 - REVISED
Tourism Promotion & Marketing Services $16,918.00 for 2018.
To fulfill the terms of its Lodging Tax Agreement with the City of Port Orchard, Visit Kitsap Peninsula will provide the
following services to assist the City of Port Orchard promote local lodging establishments, attractions, and events.
• The VKP will provide the City of Port Orchard and its tourism stakeholders with 24/7, year-round professional level
marketing services and support. Partnering with the VKP on regional marketing efforts enables the City of Port
Orchard to take advantage of leveraged funds contributed to the VKP by Kitsap County and other donors.
• The VKP will provide free listings on the VKP website and other tourism marketing support to all City of Port Orchard
lodging establishments, attractions, and tourism related events and businesses.
• The City of Port Orchard will be featured in the 50k copies of the VKP Visitor Guide & Recreation/Bike Map distributed
via Certified Folder on WA State Ferries and in 135 Certified Folder visitor centers on the Kitsap & Olympic Peninsulas,
at trade shows, at local and regional events, in the 300-400 visitor packets mailed by the VKP each month, in packets
to reporters, travel writers, and editors. A bike route in Port Orchard is featured on the bike side of the map. Note:
the 300-400 leads are generated by third-party visitor information websites such as Go-Washington.
• City of Port Orchard attractions and businesses will continue to be featured on the series of VKP Special Visitor Info
Rack Cards designed, printed, and distributed by the VKP. Versions include: Museums, Farmer's Markets, Golf
Courses, Art Galleries, Gardens, Kitsap Loves Kids, and Breweries. (Samples provided at presentation.)
• At least one Port Orchard hotel will be featured on most print advertisements used to promote Kitsap region. When
available, Port Orchard and/or its events will be featured in other print, broadcast and digital materials.
• The VKP will use funds to maintain a dedicate page for the City of Port Orchard on the VKP website that includes
original content, photos, “Quick Links”, lodging, hotels, events and other information for visitors. The pages also
includes tourism related businesses, attractions, and local organizations offering tourism information. Information
about Port Orchard also appears on numerous other pages throughout the website including Agritourism (PO Farmer’s
Market), Golf, Boating, Recreation, Parks, etc.
• As funds permit, the VKP will provide on-going marketing, sponsorship, and paid-media advertising support for Port
Orchard events most likely to attract both day and overnight visitors to enjoy local attractions, events, night-
life/entertainment, outdoor recreation activities, family and other getaway opportunities.
• VKP team members take the initiative to ensure that Port Orchard events are featured on the VKP Calendar of Events,
Facebook, Instagram, and VKP Blog including the Fathom’s of Fun events (Wave Fireworks, Grand parade, etc.) Taste
of Port Orchard, Concerts on the Bay, St. Car Cruz, Antique Fair, Jingle Bell Run, Chimes of Lights, PO Farmer's
Market, annual community events, studio tours, wine tastings and other events as identified by PO tourism
stakeholders. Includes advertisement icons along right column of VKP website.
• The City of Port Orchard and at least one of its hotels will be featured on the newly expanded Kitsap Peninsula
National Water Trails Map and on the KPNWT website with an inter-active map and route information.
• A reference to the City of Port Orchard is included on custom maps created by the VKP that are used in
advertisements, brochures, trail and recreational maps, and other print and online materials.
• Inclusion of the name Port Orchard is always featured on a wide variety of visitor information materials produced by
the VKP including the VKP International Presentation flyer used by the Port of Seattle’s International Tourism Office
during presentations to its international clients. Other materials include promotion flyers for Port Orchard area events.
• Act as a referral service for the City of Port Orchard and tourism stakeholders and provide information about Port
Orchard lodging, attractions, businesses in response to in person, phone, email and Internet requests.
• The VKP includes Port Orchard in marketing programs that target professional and non-professional event planners to
position the region as a destination for corporate retreats, meetings, and private events including weddings, family
vacations and eco-adventures.
• The VKP will work with local stakeholders and use a portion of the 2019 LTAC funds to initiate and execute a new
Night-Life marketing program to attract overnight visitors, especially during the shoulder season, to Port Orchard and
the region.
Exhibit B
Claim for Reimbursement
City of Port Orchard Lodging Tax
Organization Name
Address:
City/State/Zip
Date:
lnstructions:
1. Submit the signed claim for reimbursement, including supporting documentation, within 90 days of receiving invoice to: City Clerk,
City of Port Orchard,2L6 Prospect Street, Port Orchard, WA 98365.
) Rll claims will be verified by the City Clerk's Office and submitted to the City Treasurer's Office for payment through the City's
regular claims approval process.
L lncomplete or inadequate submissions will likely cause delays.
l, the undersigned, do hereby certify under penalty of perjury that the above-described materials have been furnished, services
rendered andlor labor performed, and that this claim is a just, due and unpaid obligation against the City of Port Orchard Lodging
Tax Fund.
Date
GL ACCOUNT CODE:TOTAL ABOVE ELIGIBLE EXPENSES:
TOTAL PRIOR PAYMENTS:
TOTAL REMINAING BAIANCE:AMOUNT AWARDED:
Reference
Payee or Vendor Name Date Number
Description
*Please use attached explanation sheet if
necessa ry Project Name Amount
Amount Requested for this Reimbursement
FOR CITY CLERK,S OFFICE USE ONLY
r07.6.557.30.41
Reviewed and Confirmed/Adjusted by:Date Form No of
Signature Title
EXHIBIT C
JI-ARC Municipality Reporting - 2o7g Port Orchard.
DUE JANUARY 31,2020
.t
Activity
Projected Actual (Estimated) *Methodology (See description page)
Name:
Activity Date:
Start Date:
Total Cost of
End Date:
Name:
Overall attendance:
Notes:
Attendees who traveled:
50 miles or more:
Out of State or Country:
Notes:
Attendees who stayed overnight:
ln Paid accommodations:
ln Unpaid accommodations:
Notes:
Paid lodging nights:
Notes:
Select One
Select One
Select One
Select One
Select One
Select One
Funds
EXHIBIT D
Standards
Guidelines
Cityof Port Orchard
rilasNngton
Contract No. 034-14
Submitted by
Ambrosini Desigu
February 2015
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Exhibit E
Crw Polrcy FoR Use or
C w or Ponr OncnARD's WnvrrruDrNc Loeo
The City of Port Orchard Wayfinding Logo is a registered official mark protected by the City of Port Orchard,
Washington. The logo, including any facsimile thereof, is intended for use by authorized agents or employees of the
City of Port Orchard in conducting the official business of the City. Use of the City logo is limited to City contractors
working on City projects or agencies such as the Chamber of Commerce and the Kitsap Peninsula Visitor and
Convention Bureau to promote City activities. The logo shall not be used for political or unauthorized commercial
purposes. The logo may not used by third parties on any published material or resource without the prior written
permission of the City. Duplication and use without permission is prohibited by law.
INTERNAL CITY USE: Pursuant to POMC 7.22, lhe Wayfinding Logo is to be used for official City business - for
example, City communications, merchandise, facilities, signage, events and services. Please consult the City Clerk's
Office if you have questions about the appropriate use of the Wayfinding Logo for official City business.
EXTERNAL USE: There are limited circumstances under which third parties may be granted permission to use the
City logos on a case-by-case basis for reproduction (for example, on websites, publications, print materials, email,
products and signage). Any use that falls outside of the policy specifications is strictly prohibited. Any assumption
of use, including past usage, is unacceptable. To protect the City's valuable property rights inherent in the
Wayfinding Logo, City staff must govern its limited use by third party entities in a professional, consistent manner.
With the exception of government agencies and public institutions, inaugural or one-time programs and events
primarily sponsored by third parties that are unfamiliar to the City or without a direct collaborative history with the
City are ineligible to use the Wayfinding Logo. These parameters help the City manage community expectations and
protect the City's public image by building and assessing new relationships with third party entities over time.
Permission to use the City logos is a privilege and requires direct, written City approval in every case.
l. lnformation on External Use of Wavfinding Loeo
Trademarked Logo. The City of Port Orchard's trademarked Wayfinding Logo is a valuable asset. Following
the City's Use Guidelines helps the City protect valuable trademark rights and strengthens our brand
identity. By using the logo, you are acknowledging that the City is the sole owner of the trademark and
promising that you will not interfere with the City's rights in the trademark, including challenging the City's
use, registration of, or application to register such trademark, alone or in combination with other words,
anywhere in the world, and that you will not harm, misuse, or bring into disrepute any City trademark. The
goodwill derived from using the logo exclusively inures to the benefit of and belongs to the City. Except for
the limited right to use as expressly permitted herein, no other rights of any kind are granted hereunder,
by implication or otherwise.
Need for a License. Use, reproduction, copying, or redistribution of the logo is strictly prohibited without
a written trademark annual license agreement from the City. lf you do not have an existing agreement with
the City, you do not have permission to use the logo. The terms and conditions set forth in a license
agreement are for those individuals/entities/organizations who have obtained permission to use the logo
in promotional materials, or on products and packaging that are subject to a cross-promotional agreement
with the City. The terms of an express written license agreement with the City make up your rights and
obligations regarding use of the logo.
Fair Use. Limited fair use of the logo is permissible in referring to the City, for example in a magazine article,
without our permission, provided you follow standard trademark usage practice and provide proper
attribution. All other uses require written permission.
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ll. Procedure for Applving for External Use of Wavfinding Logo
Organizations requesting permission to use the Wayfinding Logo shall submit the application form available
from the City Clerk's Office. The Mayor or his/her designee shall consider (as appropriate) any of the following
criteria to evaluate the merits of the third party entity's proposal and the benefit to the City of co-branding an
event or program with the third party entity:
o Demonstrated commitment to the City's mission, core values, City's Strategic Business Plan, and City's
Strategic Plan for Children, Youth and Families;
o lmpact on City core services, operations, assets, and facility resources;
o Financial viability;
o Media exposure value for key City messages;
o Economic impact (for example, alternative funding sources gained for City priority programming and
services);
o Protection of the city's best interests in the short/long term;
o Project timelines;
o Third party entity's experience, qualifications, and reputation;
o Communicationsstrategy;
o Other relevant criteria as determined by the Mayor or his/her designee.
The Mayor or his/her designee shall review all applications for approval, modification or denial. Any applicant may
appeal the Mayor's decision to the City Council within fourteen (14) days of receiving written notice of the Mayor's
decision. To the extent feasible, the City Council will consider the appeal at the next regularly scheduled City Council
meeting. The City Council's determination shall be final.
lll. Use nes
The Mayor or his/her designee shall ensure the following guidelines for the use of the Wayfinding Logo are
adhered to:
L. GeneralGuidelines:
o Reproduction of the Wayfinding Logo shall adhere to the City's Reproduction Guidelines set forth below;
improper use may result in termination of the trademark license agreement and disallow future use of the
Wayfinding Logo.
o Third party entities must submit a pre-event copy of final artwork for approval by the City Clerk's Office.
Review will be completed within 2 Business days of submitting to the City.
o City logos do not imply endorsement or sponsorship of any kind.
o Unacceptable use of the Wayfinding Logo include:
o Use that advocates or promotes the sale or use of tobacco, alcohol, controlled substances, firearms or
weapons;
o Partnership agreements with retail, food or pharmaceutical establishments that may sell, in part,
tobacco, alcohol, controlled substances, firearms or weapons (for example: Target, Big 5 Sporting
Goods) shall be permitted provided that the City's collaboration with such establishments may not
relate to, advertise or promote the prohibited items.
o Use that promotes pornography, obscenity, indecency or other material offensive to the prevailing
community standards or persons with ordinary sensibilities;
o Use that promotes adult-oriented businesses;
o Use that promotes religious messages or advocates or promotes religious beliefs;
o Use that promotes, or supports or opposes, any political candidate or ballot measure;
o Use that promotes or supports political messages not endorsed by the City Council; and
o Use that in any way denigrates the City of Port Orchard or its operation, or its officers, agents or
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employees.
2. Reproduction Guidelines:
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Proper Use. The following are the City's Reproduction Guidelines for the proper use of the logo.
Any use of the logo that is inconsistent with these guidelines, or other unauthorized uses of the
logo that are confusingly similar to the City's trademark, may violate the City's trademark rights.
Any use of the logo other than under a license agreement with the City may violate the City's rights.
The City's logo or any other stylization of its trademark should never be used without the express
written permission of the City.
Do Not Create Composite Marks. The logo must not appear to be part of any other mark (whether
words or graphics). Do not incorporate the logo into your own product names, service names,
trademarks, logos, or company names, and do not adopt marks or logos that are confusingly similar
to the City Mark.
Graphic Elements. The logo should be used only as provided by the City following obtaining
permission from the City to do so. The logo may only appear with the words, logotype, graphic
elements, and spacing approved for use, and may not be modified. See Guidelines Standards
attached as Exhibit A.
Variations of Logo. You may not use a variation of the City's logo. Variations of the logo may
confuse others as to the source of goods or services bearing the altered mark, and such uses may
infringe the City's trademark rights and be actionable under relevant law. Do not join the logo to
other words, symbols or numbers, either as one word or with a hyphen. Do not use a phonetic
equivalent, foreign language equivalent, takeoff, or abbreviation of the logo for any purpose. Do
not portray the logo in a negative, false, disparaging or derogatory light. Always use the proper
spelling.
Changes to Logo. The logo may not be distorted, and if the colors versions listed below
are being used they may not be changed in any way. lf you have a special request, please
submit it via email or in writing to the City Council/Mayor/City Clerk or designee.
- "PORT", Pantone 2995
- "ORCHARD", Pantone 300
- Wave Green, Pantone 397
- Logo Wave Aqua, Pantone 305
Proper Notice and Attribution. Use the appropriate trademark symbol and trademark
acknowledgment of City ownership of the City's logo.
Prohibited Uses. The City does not permit use of the logo in the following ways:
as part of another trademark;
to identify services that are not the City's;
in a manner likely to cause confusion between products and services of the City and those of another
entity;
in a manner that inaccurately implies that the City sponsors or endorses or is otherwise affiliated with
other activities, products, or services;
in connection with goods or services which, in the City's judgment, may diminish goodwill in the logo,
including, for example, uses which could be deemed to be obscene, pornographic, violent, or otherwise
in poor taste; or
in connection with any unlawful activities or to encourage unlawful activities.
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Citv Review. The City reserves the right to review all uses of its logo by others and to conduct periodic spot
checks of such use. Upon request from the City, you must provide a copy of any product, packaging, or other
materials bearing the logo. You must correct any deficiencies in the use of the logo and/or the quality of the
product or service used in conjunction with the logo upon reasonable notice from the City. Refusal to correct
such deficiencies may result in revocation of the license to use the logo. [f you are hterested h obtahirg
permission to use the City logo, or if you have any questions regarding these guidelines, please contact the City
Clerk's office.
lV. Terms and Conditions for Use of the Wavfindine Logo
When permission is given by the City to use the logo, such use must also be in line with the following terms and
conditions, and the permittee must sign a trademark license agreement with the City for such use.
The logo is to be maintained as a symbol of the coordinated identification of community services,
points of interest, and events.
Permission for use of the logo may only be provided by the City CouncillMaVor/City Clerk or
designee.
Use of the logo is restricted to community events in Port Orchard that are open to public
participation, and merchandise sales that promote the City of Port Orchard and/or the community
events.
Any other use of the logo must be approved by the City Council/MayorlCity Clerk or designee.
The individual/entity/organization receiving permission to use the logo shall not grant permission
to any other individual/entity/organization to use the logo.
The City of Port Orchard reserves the right to approve or deny the use of the logo by any
i n d ivid ual/entity/orga n ization.
Use of the logo which could be considered to express or imply any endorsement of any political
candidate is strictly prohibited.
The logo shall be used only in connection with marketing for the City of Port Orchard. lt may not
be used solely to market any other entity.
The logo shall not be used in any manner which is deceptive or which would bring the logo or the
City of Port Orchard into disrepute.
V. License Agreement
Third party entities granted permission to use the Wayfinding Logo for approved activities shall sign an annual
Trademark License Agreement accepting the City's terms and conditions of such use.
Not-for-profit organizations recognized by the City, State of Washington and/or United States may be granted use
of the Wayfinding Logo without a license fee in connection with merchandise for sale.
For-profit corporations granted permission to use the Wayfinding Logo in connection with merchandise for sale shall
be required to pay an annual license fee. The license fee is an annual fee of One Hundred Dollars (S100.00). The
for-profit corporation shall register the City of Port Orchard as the point of sale for said merchandise.
Recipients of Lodging Tax funds will not be required to submit an application form or pay a license fee to use the
Wayfinding Logo; however, such recipients are still required to follow the City's Use Guidelines and to sign a
Trademark License Agreement with the City.
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