011-22 - Fathoms O' Fun Festival, Inc. - ContractContract No. 011-22
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
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 0' Fun
Festival, Inc. for tourism marketing, as allowed by RCW 67.28.1816, and Fathoms 0' Fun Festival, Inc.
has applied for the use of the revenues, also as allowed by the same statute.
B. The Organization proposes to 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) 'Tourism Marketing' 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, 2022.
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
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 Twenty-five thousand ninety-six
dollars and No/100 ($25,096).
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 Finance
Department within 90 days of receipt of invoice unless your event occurs after October, in which the
claims must be submitted no later than January 7, 2023.
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 7, 2023, 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.
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,
Fathoms O' Fun Festival, Inc. Tourism Promotion Contract
Page 2 of 8
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, 2023.
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.
Fathoms O' Fun Festival, Inc. Tourism Promotion Contract
Page 3 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 ANIL
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.
Fathoms O' Fun Festival, Inc. Tourism Promotion Contract
Page 4 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 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 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:
Fathoms O' Fun Festival, Inc. Tourism Promotion Contract
Page 5 of 8
Robert Putaansuu
Mayor
216 Prospect Street
Port Orchard, WA 98366
Phone: 360-876-4407
Fax: 360 895-9029
Sharron King
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 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
Fathoms O' Fun Festival, Inc. Tourism Promotion 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. 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 ofthis Agreement and each and all
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 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
Fathoms O' Fun Festival, Inc.
By:-_ -w ' _
By.
Print e: Sharron Wg,
Robert Putaansuu
Mayor
Title: President/Chair
216 Prospect Street
P.O. Box 312
Port Orchard, WA 98366
Port Orchard, WA 98366
Telephone: (360) 876-4407
Telephone: 360-871-1805
Fax: (360) 895-
Fax: N/A
,29
ATTEST:
By:-`����r,�� �f
grata R nearson, MMC, City Clerk
0R.gT�
.��~0�¢�P
�, o d
APPROVED AS TO FORM:
Ch'p
{
By:
�� • MPs6 -\*\
fri �ir • • - • pc,�
�''0
Charlotte Archer, City Attorney
�►� I111,
Fathoms O' Fun Festival, Inc. Tourism Promotion Contract
Page 7 of 8
Exhibit A
Statement of Work
Tourism Promotion — Fathoms O' Fun Festival, Inc. contract amount not to exceed
Twenty-five thousand ninety-six dollars and No/100 ($25,096).
To fulfill the terms of its Lodging Tax Agreement with the City of Port Orchard, the Fathoms
O' Fun Festival, Inc. (Organization) will provide the following service to promote the City
and attract and welcome tourists during 2022:
(Insert Statement of Work as provided by Section 4a of the Lodging Tax Application. To be
completed by Organization]
The 2022 LTAC funding allocation will help cover the cost of:
1) (Tourism & Event Marketing) Advertising in the Discover Kitsap Magazine, advertising in
regional newspapers for event specific marketing - $6,000
2) Operations general expenses - $1,000 mainlyfor flyers and new signs
3) Rebuilding materials for the Fathoms 0' Fun Festival Float and float travel costs-$2,000
4) Contracting with musicians to perform at the Concerts on the Bay "free" summer concert
series on Thursday nights beginning June 2 through August 25 - $6,000
5) Barge costs for the 4th of July Fireworks Show put on by Halo Fireworks - $5,500
6) Traffic Control Expenses for the Fathoms 0' Fun Grand Parade and the Festival by the Bay
events - $7,614 (estimate)
Total LTAC funding asked for: $29,114
Total allocated by City: $25,096
Note: The Fathoms 0' Fun Board of Directors will review expenditures and cut back where we
can in order to match the allocation provided to us. Should the LTAC Committee allow the carry
forward the "unexpended" 2021 LTAC funding that Fathoms did not use in 2021 (the RCE Traffic
control expenses), it would be greatly appreciated if we could utilize those dollars in 2022.
Thank you!
Fathoms O' Fun Festival, Inc. Tourism Promotion 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: AP, Finance
uepartment LITy oT i orT urcnara, Llb i rospecT .,)TreeT, Tort urcnara, VVA y161bb.
Reference Description
*Please use attached explanation
Payee or Vendor Name Date Number sheet if necessary I Project Name Amount
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
FOR CITY CLERK'S OFFICE USE ONLY
GL ACCOUNT CODE: 107.07.557.30.40 1 TOTAL ABOVE ELIGIBLE EXPENSES:
TOTAL PRIOR PAYMENTS:
AMOUNT AWARDED: TOTAL REMINAING BALANCE:
Reviewed and Confirmed/Adjusted by: Date: Form No. of
EXHIBIT C
JLARC Municipality Reporting - 2021 Port Orchard
DUE JANUARY 31, 2022
Activity Attendance Information
Projected Actual (Estimated)
Activity Name: Overall attendance:
Notes:
Organization Name:
Attendees who traveled:
50 miles or more:
**Activity Type (see glossary page):
Select One
Activity Date:
Start Date: End Date:
Funds
Requested:
sF—
Awarded:
Total Cost of Activity:
Comments:
Out of State or Country:
Notes:
Attendees who stayed overnight:
In Paid accommodations
*Methodology (See description page)
Select One
Select One
Select One
Select One
In Unpaid accommodations: Select One
Notes:
Paid lodging nights:
Select One
Notes:
EXHIBIT D
Guidelines
City of Port Orchard
Washington
Contract No. 034-14
Submitted by
Ambrosizu Design
February 2015
PORT ORCHARD:
SCENIC LIFE BYTHE SEA
IN A SMALL TOWN
COMMUNITY
The logo expresses this unique
spirit. The interplay between the
water, the sky mid the land is
represented in the relationships
of graphic elements:
Contrasting yet harntonicws use of
color and typography am employtd
for the words "port" mid "orchard".
The lower edges of the letterfonns
D 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, mid boat wakes as well as
offer a suggestion of celebration
like streamers In the wind. Their
woven relalimuhip refers to the
community interchange.
CORRECT USE OF THE
PORT ORCHARD LOGO
She spacing, colors, fonts mid size
relationships shown must be
maintained. Please use the digital
Me provided only, Do not attempt
to recreate the logotype. The Ingo is
created ivitr 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.
PORT ORCHARD GRAPHIC STANDARDS
FULLCOLOR
PORTORCHARD
PREFERRED
COLOR PALETTE
VERSION
AORCHARD
�
�
�
_
Port:
Orchard.
Wave Green.
Wave Aqua.
`
CMYK
76C
79C
36C
57C
20Y
52Y
7M
94 Y
I
Part'
Orchard
Wave Green:
We Aqua:
GRAY SCALE
RGB
OR
6111
173 R
82 R
16OG
117G
195G
202G
2198
186 B
64 B
245 B
084
Port:
Orchard:
Wave Green:
Wave—
RCHD
0_ AR
PANTONE
PMS 2995U
PMS3000
PMS 397U
PMS 305U
ONE COLOR LINE ART
�O�
ORCHARD
APPROVED VERSIONS AND
USAGE OF PORT ORCHARD
LOGO
b. Use the full color version of the
logo whenever possible. If color
reproduction is not available, uae
either the grayseale 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.
Ttre hackground ran be black or
one of the four palette colors.
The white logo may be placed
over a photo where there is
suflfcient 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,
graysrile and black options must
be placed on a white field using
the cl mr space specified on page
five.
PORT ORCHARD COLORS
a. These four colors provide
the palette for all printecl
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 USE OF THE
PROHIBITED PORT ORCHARD LOGO
s. Do not attempt to recreate the
logotype. The logo is Created
^ R� with custom-crafttxi type forms
t�PRD pRC D �oht 0 ARD OTC ° f� winch canor
never reproduction,
replaced by
a fart or reprodnrtlmt.
b. The Part Orchard logo is
comprised of three distin t
elements: the word "Port". the
0 CHA_ RD o R t R D �o Aft RD 0 ARD word forms. "ORCHARD" and the
�_ wove fours. No nllemtimur
may be made to this configurs-
0���_ tion. The typography- of the Port
Orchard logo can never be used
separately from the waves. Do
R D D not chmlge the size relationship.
r_ ■ `D
�A■ R ]ocatlon of the words or rotation
V OR_. �� of the type. In logo use, the
O�- waves must not be altered in any
way.
e. Do not add extraneous effects.
crop, compress or stretch,
distort, outline, stew m• rotate
a e the logo or any of its parts in any
way.
d. Do not use the logo or any of its
parts as a repeating fantem.
e. Never crop or place anything on,
wider, or in frontof the logo
mark. The logo is never
RCHARDtransparent or translucent.
ORC _ RD OR RD �■ _ f. The Port Orchard logo may only
v be used In the sp-ihrd colors,
grayscale, black or lute ail as
shown on page three. Use only
the official files provided.
g. No shape: other than a white
rectangle should be used for the
O O a.RD ORCHARD_ ORCNAR_D �-- color version of the logo, when a
container shape is necessary If
ABD pacNgRD ORCNA —_�_ I �_ the logo is being used in wIute,
D_ 0 CHARD O _ _ OWCHAIiD [ — - _� Follow the clew space guidelines
— on page five and the color
RCHARD 'O�RcA D D 0VICKA � 1 _ _ background guidelines on page
D ORCHARD ORCHARD DRO. ( .�— �_—�._. three.
PORT ORCHARD GRAPHIC STANDARDS
CLEAR SPACE SPECIFICATIONS
— 12%of logo in use >> '0 ..q j
�Ofit
ORCHARD
..
PLACEMENT
TYPOGRAPHY
a. �'Ihumum clear space su)rowid-
ing the Iogoniar1, nwst be
maintained as shown. M—uro-
ments are calcrdaterl using a
ITC Century Light
G,at 13 G the width of
ll)huarr
n logo in uso.
Text.
b. The ingon,arkshouldIII, placed
ABCDEFGHIJKLM
where there are no visual
its
ons Not-,g,, itie
chsu apace. No text, graptuc
,leer
N O P Q R S T U V W XYZ
element, atitcl)h,g, edge eta.
should interfere mLh that clear
span.
abcdefghijklnopgrs
TYPOGRAPHY
Franklin Book Gothic
Headings and Captions
ABCDEFGHIJKLM
NOPQRSTUVWXYZ
a. In text usage apply the
following prefcmnces:
The primary fad for tezt and
subheadings is ITC Century
Light. The primary font
for heacWyy and captions is
upper case F'rinklin Book Gothic..
b, Cwaistent and esclusitr use
of these fonts is critical in
reinforcing the continuity- of the
Pon Orchardt look and feel.
PORT ORCHARD GRAPHIC STANDARDS
DESIGN ELEMENTS
WAVE ELEMENTS
a. The u—ing lines cat be used
speparatelg from the logomark
as design devims.
b The value of the color Gut be
darkened or lightened for
optununt effect, ren estang
mthin the family of colors
specified in the palette on page
three.
PORT ORCHARD GRAPHIC STANDARDS
Exhibit E
CITY POLICY FOR USE OF
CITY OF PORT CIRCHARD"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.
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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
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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.
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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 nterested h obta h ing
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.
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