009-17 - Fathoms O'Fun Festival, Inc. - ContractContract No. 009-17
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 Fathoms 0' Fun Festival,
Inc., a 501(c)4 corporation organized under the laws of the State of Washington, doing business
at: P.O. Box 312, Port Orchard, WA 98366 (hereinafter the "Organization").
A. The City collects a lodging tax for the purpose of contracting through Fathoms
O' Fun Festival, Inc. for tourism marketing, as allowed by RCW 67.28.1816, and Fathoms O'
Fun Festival, Inc. has applied for the use of the revenues, also as allowed by the same statute.
B. The Organization proposes to market for tourism and/or marketing and operations
of special events and festivals designed to attract tourists to the City of Port Orchard; 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 attached as exhibit D; 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:
Services.
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 set out in the Lodging Tax Application, specifically Section 4,
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, 2017.
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.
Fathoms 0' Fun Festival, Inc. Tourism Promotion Contract
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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 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(I) 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 in an amount not to exceed Twenty Two Thousand
Dollars and No/100 ($22,000).
B. Method of Pam 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" and only after the same has been approved by the
appropriate City representative. The City shall pay invoices within thirty (30) days after receipt
of such voucher or invoice. Final invoices, along with any required reports, must be submitted to
the City by January 4, 2018, to avoid loss of funding.
C. Organization Responsible for Taxes. The Organization shall be solely responsible for
Fathoms O' Fun Festival, Inc. Tourism Promotion Contract
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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.
Compliance with Laws.
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)Oi), 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, 2018.
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
Cityemployment. 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.
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
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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.
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.
Fathoms 0' Fun Festival, Inc. Tourism Promotion Contract
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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.
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
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 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 the Lodging Tax Application, attached as Exhibit "A".
Fathoms 0' Fun Festival, Inc. Tourism Promotion Contract
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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:
Robert Putaansuu
Mayor
216 Prospect Street
Port Orchard, WA 98366
Phone: 360-876-4407
Fax: 360 895-9029
Sharron E. King
Attn: President/Chair
P.O. Box 312
Port Orchard, WA 98366
Phone: (360) 871-1805
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
Fathoms O' Fun Festival, Inc. Tourism Promotion Contract
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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 shall prevail.
H. Authority. 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.
I. Performance. Time is of the essence in performance of this Agreement and each and
all of its provisions in which performance is a factor. Adherence to completion dates set forth in
the Lodging Tax Application, attached as Exhibit A is essential to the Organization's performance
of this Agreement.
Fathoms 0' Fun Festival, Inc. Tourism Promotion Contract
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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
Robert Putaansuu
Mayor
216 Prospect Street
Port Orchard, WA 98366
Telephone: (360) 876-4407
Fax: (360) 895-9029
ATTEST:
`EoBy:
Brandy inearson, CMC, City Clerk
APPROVED AS TO FORM:
By
S ates, City Attorney
QO�RT 106,
4``1111 C �'�oi
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Fathoms O' Fun Festival, Inc.
By. ,
Print ame: 5)5 �ke
Title: President/Chair
P.O. Box 312
Port Orchard, WA 98366
Telephone: (360) 871-1805
Fax: N/A
Fathoms O' Fun Festival, Inc. Tourism Promotion Contract
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EXHIBIT A
OCT 10 20 a
CITY OF PORT ORCHARD
CITY CLERKS OFFICE
City of Port Orchard Lodging Tax Application
For Budget.Year. Application Deadline:
2Q17 October 10, 2016 by
Please read carefully and include all information. Omitting requested information could result in having your
application denied. Keep your answers clear, concise, and to the point of the question. Do not include
presentation materials, as these materials are more appropriate to be used as part of your oral presentation. Do
not include brochures or information not related to your project or request.
Please fill in the application form, print, sign, and submit one complete signed application to Brandy Rinearson in
the City Clerk's office by the application deadline listed at the top of this application. Mailing address: Brandy
Rinearson, City of Port Orchard, Port Orchard, WA 98366. Email address: brinearson@citvofportorchard.us
NO LATE APPLICATIONS WILL BE ACCEPTED. Even if postmarked earlier, applications will not be accepted if
received after the application deadline.
Please attach the most recent annual financial statement of the organization.
1. Applicant Information
Organization Name
Fathoms O' Fun Festival, Inc.
Street Address Mailing Address (if different from street address)
P.O. Box 312
City State Zip City State Zip
Port Orchard WA 98366
Phone Fax Name of Executive Director/President
360-871-1805 n/a Sharron E. King
Type of Organization: 0501(c) 3 1-1
501(c) 6 ❑Government Agency Other 501 (C)4
2. Applicant Contact Information
Name Position/Title
Sharron E. King President/Chair
Phone Email Address
360-871-1805 kingcreations@wavicecable.com
3. Project Detail
Project Name
Fathoms O' Fun Festival - Events/Operations & Marketing
Amount of funding requested Total Project Amount
$24,000 1 . L-1.F-/�v
City of Port Orchard, 216 Prospect Street, Port Orchard, WA 98366 (360) 8764407 Page 1 of 4
4. Project Detail
A. Describe with specifically what aspects of your project you would spend the requested funds on.
Advertising in the Discover Magazine that list all of our major events, the addition of more shells
to our 50th Fireworks Show, building materials for our 2017 float that travels to approximately
16 out of area parades (seen on television in Olympia, Tacoma, Marysville, and Seafair), and to
pay for quality bands to come to Port Orchard for our summer concert series. -
B. Describe your project.
See attached 2017 list of events.
C. Describe how you will promote your project to attract tourists.
Advertising in the Discover
nsu a Magazine
Ve dor Shows (many are from out o
Seattle and Kltsap Peninsula), town and stay over night),
),
social media, website.
D. Describe your overall budget for your project.
Fathoms puts on events all year long, of which 2017 is our 50th Anniversary and we will be
working very hard to raise additional sponsorship dollars and generating revenue through our
vendors shows. We want to put on a very special year for the community and to visitors who
will be expecting that something special is going to happen, as we commemorate our
successes and accomplishments over the history of Fathoms.
E. What percentage of that budget are you requesting from the City?
21.2%
F. What would you cut from your proposed project if your application is not fully funded?
Cut advertising costs to a bare minimum to no advertising other than printed flyers, reduce the
number of summer concerts that are not covered via a sponsor, reduce long distance parades
that require overnight says, reduce the length of the fireworks show to no show at all if funding
is not there, reduce print media.
Page 2 of 4
city of Port Orchard, 216 Prospect Street, Port Orchard, WA 98356 (360) 876-4407
5. Estimated Numbers of Increased Tourism
Applicants applying for use of LTAC funds must provide estimates of how it will result in Increases in the number of people
_...L..,r. r... o trin me ro—drarl hu RrW fiTMAR16: -
Projected
Actualz
Methodology'
Overall Attendance:
650,000
•lyZEenaee'3FWR47Utl]:C:Fuw:: n..cq..a.:,...y.rc
... ..�_..
:.:_. .:,. :..
_. _
Total:
•
1,200
R k,
`
Of total, attendees who traveled from
12
another state or country:
= t
Paid accommodations:
1100
.,a.
Unpaid accommodations:
180
=�
Paid Ltilgi'rtg nigh43 ..
'Please provide which methodology you will use from the options-, Direct Count, Indirect Count, Representative
Survey, Informal Survey, Structured Estimate, or Other. Please explain (provide your explanation in the space to
the right of the box).
Actua! numbers will be required to be reported to the City in'_018•
6. Funding Sources
If your organization collaborates with other organizations to encourage tourism, how is this accomplished?
_ _! :_ a:_. Tvoe of Collaboration
Port Orchard Chamber of Commerce
their E-Newsletter
Explore Port Orchard
their Rack Brochure
Port Orchard Bay Street Association
their E-Newsletter
Visit Kitsap
their E-Newsletter
List any other sources of funding you have applied for:
Fathoms is in the process of reaching out to several businesses for sponsorships
Port of Bremerton
$5,000
pending
Grey Chevrolet
$2,500
pending
Bruce Titus Ford
$5,000
pending
City of Port Orchard, 216 Prospect Street, Port orchard, WA 98366 (360) 876-4407 Page 3 of 4
The applicant hereby certifies and confirms that it does not now nor will it during the performance of any contract
resulting from this proposal unlawfully discriminate against any employee, applicant for employment, client, customer, or
other person(s) by reason of race, ethnicity, color, religion, age, gender, national origin, or disability. That it will abide by
all relevant local, state, and federal laws and regulations. That it has read and understands the information contained in
this application for funding and is in compliance with the provisions thereof, and; that the individual signing below has the
authority to certify to these provisions for the applicant organization, and declares that he/she is an authorized official of
the applicant organization, is authorized to make this application, is authorized to commit the organization in financial
matters, will assure that any funds received as a result of this application are used for the purposes set forth herein, and
verifies that all the information contained in this application is valid and true to the best of his/her knowledge.
Date
10/10/16
Print or Type Name - V Title
Sharron E. King I President/Chair
City of Port Orchard, 216 Prospect Street, Port Orchard, WA 98366 (360) 876A407 Page 4 of 4
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