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002-19 - Sidney Museum and Arts Association - Contract Contract No. 002-19 PROFESSIONAL SERVICES AGREEMENT FOR TOURISM PROMOTION (LODGING TAX) SERVICES This Professional Services Agreement ("Agreement') is made by and between the City of Port Orchard, a Washington municipal corporation ("City"), and Sidney Museum and Arts Association, a 501(c)3 corporation organized under the laws of the State of Washington, doing business at: 202 Sidney Avenue Port Orchard, WA 98366 (hereinafter the “Organization”). A. The City collects a lodging tax for the purpose of contracting through Sidney Museum and Arts Association for tourism marketing, as allowed by RCW 67.28.1816, and Sidney Museum and Arts Association 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. In 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: 1. Services by Organization. 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(6) and as allowed by RCW 67.28.1816 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, 2019. 3. Termination. 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. In 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 Sidney Museum and Arts Association Tourism Promotion 2019 Contract Page 2 of 8 pay hereunder in the following circumstances: (1) In 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. If 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. D. Non-Appropriation of Funds. If 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 City in the event this provision applies. 4. Payment. A. Total Payment. In consideration of the Organization’s performance of the Services, the City agrees to grant the Organization an amount not to exceed Five Thousand Seventy Dollars and No/100 ($5,070). B. Method of Payment. 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 “B”. All reimbursement claims shall 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 6, 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, 2020, to avoid loss of funding. C. Organization Responsible for Taxes. The Organization shall 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. Sidney Museum and Arts Association Tourism Promotion 2019 Contract Page 3 of 8 The Organization shall comply with and perform the Services in accordance with applicable federal, 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. 6. Reporting Obligations. Pursuant to RCW 67.28.1816 (2)(c)()i), the Organization must provide the City of Port Orchard a report in a form labeled JLARC Municipality Report, attached as Exhibit “C, no later than January 31, 2020. 7. Independent Contractor It is the intention and understanding of the Parties that the Organization shall be an independent contractor in the performance 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 City employment. The Organization shall pay all income and other taxes due. Industrial or 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 Indemnification. 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 4.24.115, 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 Organization and the City, its officers, officials, employees, agents and volunteers, the Organization’s liability hereunder shall 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 IMMUNITY 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 AGAINST THE ORGANIZATION. 9 Insurance. 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. Sidney Museum and Arts Association Tourism Promotion 2019 Contract Page 4 of 8 A. Minimum Scope of Insurance. 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 (ISO) form CA 00 01, or a substitute form providing equivalent liability coverage. If 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 Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance. The Organization shall maintain the following insurance limits 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, and Commercial General Liability insurance: 1. 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 party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City will 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. If 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 Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. 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. Sidney Museum and Arts Association Tourism Promotion 2019 Contract Page 5 of 8 10. Equal Opportunity Employer. A. In 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 shall 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 be cause 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 1964, the Americans with Disabilities Act, Section 504 of the Rehabilitation Act of 1973 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 by the City and, in the case of the Organization's breach, may result in ineligibility for further City agreements. B. In 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. 11. Work Product. The Organization shall perform and produce any work product consistent with the Services described in Exhibit “A”. 12. Books and Records. The Organization agrees to maintain books, records, and documents which sufficiently and properly reflect all 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 Organization 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: Sidney Museum and Arts Association Tourism Promotion 2019 Contract Page 6 of 8 Robert Putaansuu Mayor 216 Prospect Street Port Orchard, WA 98366 Phone: 360-876-4407 Fax: 360 895-9029 Luella Hauenstein Attn: President 202 Sidney Avenue Port Orchard, WA 98366 Phone: (360) 876-3693 C. Resolution of Disputes and Governing Law. 1. 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 actual services provided or to the sufficiency of the performance hereunder. 2. If 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, Kitsap County, Washington. 3. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In 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. Severability. The provisions of this Agreement are declared to be severable. If 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 Agreement. 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 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 shallprevail. H. Authoriw. Each individual executing this Agreement, on behalf of the City.and the Organization, represents and 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 essential to the Organization's performance of this Agreement. J. Remedies Cumulative. Any remedies provided for under the terms of this Agreement are not lntended to be exclusive but shall be cumulative wath all other remedies available to the City at law, inequity or by statute. K. Counteroarts. This Agreement may be executed in any number of counterparts, which counterparts shall collectively constitute the entire Agreement. City of Port Orchard Sidney Museum and Arts Association ,<,nS ATTEST: Rinearson,MMC, City Clerk APPROVED AS TO FORM: By City Attorney sidney Museum and Arts Association Tourism Promotion 2019 Contract Page 7 of 8 (^ OR Print Name : l--r-r,<-l [..-. Robert Putaansuu Mayor 215 Prospect Street Port Orchard, WA 98366 President Sidney Avenue Telephone: (360) 87 5-4407 Fax: (360) 895-9029 ) a SEAL Port Orchard, WA 98365 Telephone: (360! 87G3693 Fax: NA Exhibit A Statement of Work Tourism Promot on - Sidney Museum and Arts Association contract amount not to exceed $s,ozo. To fulfill the terms of its Lodging Tax Agreement with the City of Port Orchard, the Sidney Museum and Arts Association (Organization) will provide the following service to promote the City and attract and welcome tourists during 2OL9: I nsert Statement of Work as provided by Section 4a of the lodging Tax Application. To be completed by Organ zationl Statement of Work Maintenance of the sign on the highway, maintenance of the website, print advertising and online advertising, emails, facebook boosts. Sidney Museum and Arts Association Tourism Promotion 2019 Contract Page 8 of 8 Exhibit B Claim for Reimbursement City of Port Orchard Lodging Tax Organization Name:___________________________________ Date: __________________ Address:___________________________________ City/State/Zip ___________________________________ Instructions: 1. Submit the signed claim for reimbursement, including supporting documentation, within 90 days of receiving invoice to: City Clerk, City of Port Orchard, 216 Prospect Street, Port Orchard, WA 98366. Date Number GL ACCOUNT CODE: AMOUNT AWARDED: Reviewed and Confirmed/Adjusted by: __________________________ Date: ________________ Form No. ____ of ______ TOTAL REMINAING BALANCE: FOR CITY CLERK’S OFFICE USE ONLY 107.6.557.30.41 TOTAL ABOVE ELIGIBLE EXPENSES: TOTAL PRIOR PAYMENTS: Amount Requested for this Reimbursement  All 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.  Incomplete or inadequate submissions will likely cause delays. I, the undersigned, do hereby certify under penalty of perjury that the above-described materials have been furnished, services rendered and/or labor performed, and that this claim is a just, due and unpaid obligation against the City of Port Orchard Lodging Tax Fund. Signature Title Date AmountPayee or Vendor Name Reference Description *Please use attached explanation sheet if necessary Project Name EXHIBIT C JLARC Municipality Reporting - 2019 Port Orchard DUE JANUARY 31, 2020 Activity Attendance Information Projected Actual (Estimated)*Methodology (See description page) Activity Name:Overall attendance: Select One Notes: Organization Name: Attendees who traveled: 50 miles or more: **Activity Type (see glossary page):Select One Out of State or Country: Select One Activity Date:Notes: Start Date:End Date: Attendees who stayed overnight: In Paid accommodations:Select One Funds Requested:In Unpaid accommodations:Select One $ Awarded:Notes: $ Total Cost of Activity:Paid lodging nights: $Select One Notes: Comments: Select One (pott ORCHARD Standards Guidelines City of Port Orchard Washington Contract No. 034-14 Submitted by Ambrosini Design February 2015 EXHIBIT D ^pO'rt ORCHARD PORT ORCHARD: SCENIC LIFE BY THE SEA IN A SMALL TOWN COMMUNITY The logo expresses this unique spirit. The interplay between the water, the sky and the land is represented in the relationships of graphic elements: Contrasting yet harmonious use of color and typography are employed for the words "port" and "orchard". The lower edges of the letterforms of the word "Orchard" suggesting the shoreline underscore the important relationship of the town to the water and accentuate the rhythm of the waving lines. The two waving forms create the sense of water movement , tide lapping, and boat wakes as well as offer a suggestion of celebration like streamers in the wind. Their woven relationship refers to the community interchange. CORRECT USE OF THE PORT ORCHARD LOGO The spacing, colors, fonts and size relationships shown must be maintained. Please use the digital file provided only. Do not attempt to recreate the logotype. The logo is created with custom-crafted type forms which can never be replaced by a font. The wave forms can also be used as accent design elements See page six for details. 2 PORT ORCHARD GRAPHIC STANDARDS FULL COLOR PREFERRED VERSION PORTORCHARD COLOR PALETTE tpotit ORCHARD Port: 76 C 20 Y fpo^d ORCHARD 160 G 219 B Port: PMS 2995U ONE COLOR LINE ART tpotit ORCHARD poU ORCHARD ORCHARD <"port ORCHARD tpo'lt ORCHARD <po*£ ORCHARD (pott » ORCHARD APPROVED VERSIONS AND USAGE OF PORT ORCHARD LOGO Orchard: 79 C 52 Y Orchard: 61 R 117G 186 B Orchard: PMS 300U Wave Green: 36 C Wave Green: 173 R 195 G 64 B Wave Aqua: 57 C Wave Aqua: 82 R 202 G 245 B b. Use the full color version of the logo whenever possible. If color reproduction is not available, use either the grayscale option or line art options provided. c. Black is the preferred line art option. When using the white line art option follow these guidelines, maintaining the clear space specified on page five. The background can be black or one of the four palette colors. The white logo may be placed over a photo where there is sufficient contrast between the logo and the photo. See example. Only the white line art option can be used on a background other than white. The color, grayscale and black options must be placed on a white field using the clear space specified on page five. PORT ORCHARD COLORS a. These four colors provide the palette for all printed applications. When used separately from the logo, these colors can be lightened or darkened if necessary. See examples on page six. 3 PORT ORCHARD GRAPHIC STANDARDS PROHIBITED ^R^H^RD (Port ORCHARD ORCHARD (pott ORCHARD VoU ORCHARD ORCHARD tpoU 1RCHARD D OlfgHARD ORCHARD ORCHARD C RCHARD ORCHARD RCHARD ORCHARD ORCl JRD ORCHJ J PROHIBITED USE OF THE PORT ORCHARD LOGO <Po*t ORCHARD a. Do not attempt to recreate the logotype. The logo is created with custom-crafted type forms which can never be replaced by a font or reproduction. b. The Port Orchard logo is comprised of three distinct elements: the word "Port", the word "ORCHARD" and the wave forms. No alterations may be made to this configura­ tion. The typography of the Port Orchard logo can never be used separately from the waves. Do not change the size relationship, location of the words or rotation of the type. In logo use, the waves must not be altered in any way. c. Do not add extraneous effects, crop, compress or stretch, distort, outline, scew or rotate the logo or any of its parts in any way. d. Do not use the logo or any of its parts as a repeating pattern. e. Never crop or place anything on, under, or in front of the logo mark. The logo is never transparent or translucent. f. The Port Orchard logo may only be used in the specified colors, grayscale, black or line art as shown on page three. Use only the official files provided. g. No shape other than a white rectangle should be used for the color version of the logo, when a container shape is necessary. If the logo is being used in white, Follow the clear space guidelines on page five and the color background guidelines on page three. PORT ORCHARD GRAPHIC STANDARDS CLEAR SPACE SPECIFICATIONS = 12% of logo in use >> il&bmtp ORCHARD (poU ORCHARD TYPOGRAPHY ITC Century Light Text, subheadings ABCDEFGHIJKLM NOPQRSTUVWXYZ abcdefghijklnopqrs tuvwxyz Franklin Book Gothic Headings and Captions ABCDEFGHIJKLM NOPQRSTUVWXYZ PLACEMENT a. Minimum clear space surround­ ing the logomark must be maintained as shown. Measure­ ments are calculated using a square that is 12% the width of the logo in use. b. The logomark should be placed where there are no visual distractions interrupting it or its clear space. No text, graphic element, stitching, edge etc. should interfere with that clear space. TYPOGRAPHY ITC Century Light Franklin Gothic Book a. In text usage apply the following preferences; The primary font for text and subheadings is ITC Century Light. The primary font for headings and captions is upper case Franklin Book Gothic. b. Consistent and exclusive use of these fonts is critical in reinforcing the continuity of the Poit Orchard look and feel. 5 PORT ORCHARD GRAPHIC STANDARDS DESIGN ELEMENTS WAVE ELEMENTS a. The waving lines can be used speparately from the logomark as design devices. b The value of the color can be darkened or lightened for optimum effect, remaining within the family of colors specified in the palette on page three. 6 PORT ORCHARD GRAPHIC STANDARDS Page 1 of 4 CITY POLICY FOR USE OF CITY OF PORT ORCHARD’S WAYFINDING LOGO 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 1.22, the 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. I.Information on External Use of Wayfinding Logo 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. If 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. Exhibit E Page 2 of 4 II. Procedure for Applying for External Use of Wayfinding 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 Impact 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 Communications strategy; 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. III. Use Guidelines The Mayor or his/her designee shall ensure the following guidelines for the use of the Wayfinding Logo are adhered to: 1. General Guidelines: 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: • Use that advocates or promotes the sale or use of tobacco, alcohol, controlled substances, firearms or weapons; • 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. • Use that promotes pornography, obscenity, indecency or other material offensive to the prevailing community standards or persons with ordinary sensibilities; • Use that promotes adult-oriented businesses; • Use that promotes religious messages or advocates or promotes religious beliefs; • Use that promotes, or supports or opposes, any political candidate or ballot measure; • Use that promotes or supports political messages not endorsed by the City Council; and • Use that in any way denigrates the City of Port Orchard or its operation, or its officers, agents or Page 3 of 4 employees. 2. Reproduction Guidelines: • 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. If 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. Page 4 of 4 City 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.

If you are interested in obtaining permission to use the City logo, or if you have any questions regarding these guidelines, please contact the City Clerk’s office. IV. Terms and Conditions for Use of the Wayfinding 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 Council/Mayor/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/Mayor/City 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 individual/entity/organization. • 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. It 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 ($100.00). 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.