Snohomish County Tourism PromotionCONSULTANT:
CONTACT PERSON
E 0 0 =Y.3
TELEPHONE/FAX NUMBER
COUNTY DEPT
DEPT. CONTACT PERSON
City of Edmonds
Frances Chapin
700 Main Street
Edmonds, WA 98020
(425) 771-0228/(425) 771-0253
Executive
Wendy Becker
TELEPHONE/FAX NUMBER: (425) 388-3186/(425) 388-3434
PROJECT: Wayfinding Signs
AMOUNT: $11,000.00
FUND SOURCE: 116501014104901
CONTRACT DURATION: Contract execution through Dec. 31, 2013
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT (the "Agreement") is made by and between SNOHOMISH
COUNTY, a political subdivision of the State of Washington (the "County"), and City of
Edmonds, a Washington municipality (the "Contractor").
Recitals
WHEREAS, by Section 1 of Resolution No. 79-335, adopted November 5, 1979 (and
codified as SCC 4.40.010), the legislative body of the County levied a special excise tax on the
sale of or charge made for the furnishing of lodging by a hotel, rooming house, tourist court,
motel, trailer camp, and the granting of any similar license to use real property, as distinguished
from the renting or leasing of real property; and
WHEREAS, by Section 1 of Resolution No. 79-335, as subsequently amended (and
codified as SCC 4.40.050(1)), the legislative body of the County created a fund known as the
"hotel/motel tax fund"; and
WHEREAS, by Section 2 of Ordinance No. 87-062, adopted August 12, 1987 (codified
as SCC 4.40.060), the County Council specified that the hotel -motel tax fund shall be used to
support projects or purposes authorized under Chapter 67.28 RCW; and
WHEREAS, Chapter 67.28 RCW permits the distribution of money from the hotel -motel
AGREEMENT FOR PROFESSIONAL SERVICES
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tax fund for tourism promotion, defined by RCW 67.28.180(2) (h)(ii) as "activities intended to
attract visitors for overnight stays, arts, heritage, and cultural events, and recreational,
professional, and amateur sports events"; and
WHEREAS, by Section 4 of Ordinance No. 87-062 (codified as SCC 4.40.070), the
County Council established an application and selection process for projects to be funded from
the hotel -motel tax fund; and
WHEREAS, pursuant to the procedures established by SCC 4.40.070, the County
received applications for funding assistance from various eligible public and nonprofit entities in
response to a public solicitation for such applications; and
WHEREAS, the Snohomish County Lodging Tax Advisory Board evaluated the
applications for eligibility and recommended funding levels for the projects, consistent with
provisions of Chapter 67.28 RCW; and
WHEREAS, by Motion No. 12-444, passed on January 16, 2013, the County Council
authorized 2013 hotel -motel tax funding of the projects as set forth therein (or as subsequently
amended by the Council) and authorized the County Executive to execute the necessary
contracts.
NOW, THEREFORE, in consideration of the mutual benefits and covenants contained
herein, the parties agree as follows:
1. Purpose of Agreement; Scope of Services. The purposes of this Agreement are to
produce a tourism -related promotional material in support of portions of Contractor's 2013
programming (the "Project") and to establish associated costs eligible for reimbursement by
Snohomish County. The scope of services is as defined in Schedule A and shall be consistent
with Schedule C, the Contractor's project application. Each of Schedules A and C is attached
hereto and by this reference made a part hereof.
The services shall be performed in accordance with the requirements of this Agreement
and with generally accepted practices prevailing in the western Washington region in the
occupation or industry in which the Contractor practices or operates at the time the services are
performed. The Contractor shall perform the work in a timely manner and in accordance with
the terms of this Agreement. Any materials or equipment used by the Contractor in connection
with performing the services shall be of good quality. The Contractor represents that it is fully
qualified to perform the services to be performed under this Agreement in a competent and
professional manner.
The Contractor will prepare and present status reports and other information regarding
performance of the Agreement as the County may request.
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WITH CITY OF EDMONDS
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2. Term of Agreement; Time of Performance. This Agreement shall be effective upon
mutual execution (the "Effective Date") and shall terminate on December 31, 2013. The
Contractor shall commence work upon the Effective Date and shall complete the work required
by this Agreement no later than December 31, 2013, PROVIDED, HOWEVER, that the
County's obligations after December 31, 2013 are contingent upon local legislative appropriation
of necessary funds for this specific purpose in accordance with the County Charter and
applicable law.
3. Compensation.
a. Services. The County will pay the Contractor for services as and when set
forth in Schedule B, which is attached hereto and by this reference made a part of this
Agreement.
b. Overhead and Expenses. The Contractor's compensation for services set forth
in Section 3a above includes overhead and expenses and no separate claims for reimbursement of
overhead or expenses will be allowed under this Agreement.
c. Invoices. Upon completion of the Project, the Contractor shall submit a
properly executed invoice to the County indicating that all of the work has been performed and
the amount of the flat fee due from the County. The invoice shall include an itemization of any
reimbursable expenses incurred by the Contractor in performing the work, together with
reasonable documentation substantiating such expenses, all in accordance with this Section 3 and
Schedule A. Subject to Section 8 of this Agreement, the County will pay the invoice within
thirty (30) calendar days of receipt.
d. Contract Maximum. Total charges under this Agreement, all fees and
expenses included, shall not exceed $11,000 for the Agreement.
4. Independent Contractor. The Contractor agrees that Contractor will perform the
services under this Agreement as an independent contractor and not as an agent, employee, or
servant of the County. This Agreement neither constitutes nor creates an employer -employee
relationship. The parties agree that the Contractor is not entitled to any benefits or rights enjoyed
by employees of the County. The Contractor specifically has the right to direct and control
Contractor's own activities in providing the agreed services in accordance with the specifications
set out in this Agreement. The County shall only have the right to ensure performance. Nothing
in this Agreement shall be construed to render the parties partners or joint venturers.
The Contractor shall furnish, employ and have exclusive control of all persons to be
engaged in performing the Contractor's obligations under this Agreement (the "Contractor
personnel"), and shall prescribe and control the means and methods of performing such
obligations by providing adequate and proper supervision. Such Contractor personnel shall for
all purposes be solely the employees or agents of the Contractor and shall not be deemed to be
employees or agents of the County for any purposes whatsoever. With respect to Contractor
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WITH CITY OF EDMONDS
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personnel, the Contractor shall be solely responsible for compliance with all rules, laws and
regulations relating to employment of labor, hours of labor, working conditions, payment of
wages and payment of taxes, including applicable contributions from Contractor personnel when
required by law.
Because it is an independent contractor, the Contractor shall be responsible for all
obligations relating to federal income tax, self-employment or FICA taxes and contributions, and
all other so-called employer taxes and contributions including, but not limited to, industrial
insurance (workers' compensation). The Contractor agrees to indemnify, defend and hold the
County harmless from any and all claims, valid or otherwise, made to the County because of
these obligations.
The Contractor assumes full responsibility for the payment of all payroll taxes, use, sales,
income, or other form of taxes, fees, licenses, excises or payments required by any city, county,
federal or state legislation which are now or may during the term of the Agreement be enacted as
to all persons employed by the Contractor and as to all duties, activities and requirements by the
Contractor in performance of the work under this Agreement. The Contractor shall assume
exclusive liability therefor, and shall meet all requirements thereunder, pursuant to any rules or
regulations that are now or may be promulgated in connection therewith.
5. Ownership. Any and all data, reports, analyses, documents, photographs,
pamphlets, plans, specifications, surveys, films or any other materials created, prepared,
produced, constructed, assembled, made, performed or otherwise produced by the Contractor or
the Contractor's subcontractors or consultants for delivery to the County under this Agreement
shall be the sole and absolute property of the County. Such property shall constitute "work made
for hire" as defined by the U.S. Copyright Act of 1976, 17 U.S.C. § 101, and the ownership of
the copyright and any other intellectual property rights in such property shall vest in the County
at the time of its creation. Ownership of the intellectual property includes the right to copyright,
patent, and register, and the ability to transfer these rights.
6. Changes. No changes or additions shall be made in this Agreement except as
agreed to by both parties, reduced to writing and executed with the same formalities as are
required for the execution of this Agreement.
7. County Contact Person. The assigned contact person (or project manager) for the
County for this Agreement shall be:
Name:
Wendy Becker
Title:
Economic and Cultural Development Officer
Department:
Executive Office
Telephone:
(425) 388-3186
Email:
wendy.becker&snoco.org
8. County Review and Approval. When the Contractor has completed any discrete
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WITH CITY OF EDMONDS
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portion of the services, the Contractor shall verify that the work is free from errors and defects
and otherwise conforms to the requirements of this Agreement. The Contractor shall then notify
the County that said work is complete. The County shall promptly review and inspect the work
to determine whether the work is acceptable. If the County determines the work conforms to the
requirements of this Agreement, the County shall notify the Contractor that the County accepts
the work. If the County determines the work contains errors, omissions, or otherwise fails to
conform to the requirements of this Agreement, the County shall reject the work by providing the
Contractor with written notice describing the problems with the work and describing the
necessary corrections or modifications to same. In such event, the Contractor shall promptly
remedy the problem or problems and re -submit the work to the County. The Contractor shall
receive no additional compensation for time spent correcting errors. Payment for the work will
not be made until the work is accepted by the County. The Contractor shall be responsible for
the accuracy of work even after the County accepts the work.
If the Contractor fails or refuses to correct the Contractor's work when so directed by the
County, the County may withhold from any payment otherwise due to the Contractor an amount
that the County in good faith believes is equal to the cost the County would incur in correcting
the errors, in re -procuring the work from an alternate source, and in remedying any damage
caused by the Contractor's conduct.
9. Subcontracting and Assignme . The Contractor shall not subcontract, assign, or
delegate any of the rights, duties or obligations covered by this Agreement without prior express
written consent of the County. Any attempt by the Contractor to subcontract, assign, or delegate
any portion of the Contractor's obligations under this Agreement to another party in violation of
the preceding sentence shall be null and void and shall constitute a material breach of this
Agreement.
10. Records and Access, Audit; Ineligible Expenditures. The Contractor shall maintain
adequate records to support billings. Said records shall be maintained for a period of seven (7)
years after completion of this Agreement by the Contractor. The County or any of its duly
authorized representatives shall have access at reasonable times to any books, documents, papers
and records of the Contractor which are directly related to this Agreement for the purposes of
making audit examinations, obtaining excerpts, transcripts or copies, and ensuring compliance by
the County with applicable laws. Expenditures under this Agreement, which are determined by
audit to be ineligible for reimbursement and for which payment has been made to the Contractor,
shall be refunded to the County by the Contractor.
11. Indemnification.
To the maximum extent permitted by law and except to the extent caused by the
sole negligence of the County and, if any funds for this Agreement are provided by the State, the
State, the Contractor shall indemnify and hold harmless the County and the State, their officers,
officials, agents and employees, from and against any and all suits, claims, actions, losses, costs,
penalties and damages of whatsoever kind or nature arising out of, in connection with, or
AGREEMENT FOR PROFESSIONAL SERVICES
WITH CITY OF EDMONDS
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incidental to the services and/or deliverables provided by or on behalf of the Contractor. In
addition, the Contractor shall assume the defense of the County and, if applicable, the State and
their officers and employees in all legal or claim proceedings arising out of, in connection with,
or incidental to such services and/or deliverables and shall pay all defense expenses, including
reasonable attorneys' fees, expert fees and costs incurred by the County and, if applicable, the
State, on account of such litigation or claims.
The above indemnification obligations shall include, but are not limited to, all
claims against the County and, if applicable, the State by an employee or former employee of the
Contractor or its subcontractors, and the Contractor, by mutual negotiation, expressly waives all
immunity and limitation on liability, as respects only the County and, if applicable, the State,
under any industrial insurance act, including Title 51 RCW, other worker's compensation act,
disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be
applicable in the case of such claim.
In the event that the County or, if applicable, the State incurs any judgment,
award and/or cost including attorneys' fees arising from the provisions of this section, or to
enforce the provisions of this section, any such judgment, award, fees, expenses and costs shall
be recoverable from the Contractor.
In addition to injuries to persons and damage to property, the term "claims," for
purposes of this provision, shall include, but not be limited to, assertions that the use or transfer
of any software, book, document, report, film, tape, or sound reproduction or material of any
kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade
name, and/or otherwise results in an unfair trade practice.
The indemnification, protection, defense and save harmless obligations contained
herein shall survive the expiration, abandonment or termination of this Agreement.
Nothing contained within this provision shall affect or alter the application of any
other provision contained within this Agreement.
12. Insurance Requirements. The Contractor shall procure by the time of execution of
this Agreement, and maintain for the duration of this Agreement, (i) insurance against claims for
injuries to persons or damage to property which may arise from or in connection with the
performance of the services hereunder by the Contractor, its agents, representatives, or
employees, and (ii) a current certificate of insurance and additional insured endorsement when
applicable.
a. General. Each insurance policy shall be written on an "occurrence" form,
except that Professional Liability, Errors and Omissions coverage, if applicable, may be written
on a claims made basis. If coverage is approved and purchased on a "claims made" basis, the
Contractor warrants continuation of coverage, either through policy renewals or the purchase of
AGREEMENT FOR PROFESSIONAL SERVICES
WITH CITY OF EDMONDS
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an extended discovery period, if such extended coverage is available, for not less than three (3)
years from the date of completion of the work which is the subject of this Agreement.
By requiring the minimum insurance coverage set forth in this Section 12, the
County shall not be deemed or construed to have assessed the risks that may be applicable to the
Contractor under this Agreement. The Contractor shall assess its own risks and, if it deems
appropriate and/or prudent, maintain greater limits and/or broader coverage.
b. No Limitation on Liability. The Contractor's maintenance of insurance as
required by this Agreement shall not be construed to limit the liability of the Contractor to the
coverage provided by such insurance, or otherwise limit the County's recourse to any remedy
available at law or in equity.
c. Minimum Scope and Limits of Insurance. The Contractor shall maintain
coverage at least as broad as, and with limits no less than:
(i) General Liability: $1,000.000.00 combined single limit per occurrence
for bodily injury, personal injury and property damage, and for those policies with
aggregate limits, a $1,000.000.00 aggregate limit. CG 00 01 current edition, including
Products and Completed Operations;
(ii) Automobile Liability: $1,000.000.00 combined single limit per accident
for bodily injury and property damage. CA 0001 current edition, Symbol 1;
(iii) Workers' Compensation: To meet applicable statutory requirements for
workers' compensation coverage of the state or states of residency of the workers
providing services under this Agreement; and
(iv) Employers' Liability or "Stop Gap" coverage: $1,000.000.00.
d. Other Insurance Provisions and Requirements. The insurance coverages
required in this Agreement for all liability policies except workers' compensation and
Professional Liability, if applicable, must contain, or must be endorsed to contain, the following
provisions:
(i) The County, its officers, officials, employees and agents are to be
covered as additional insureds as respects liability arising out of activities performed by
or on behalf of the Contractor in connection with this Agreement. Such coverage shall be
primary and non-contributory insurance as respects the County, its officers, officials,
employees and agents. Additional Insured Endorsement shall be included with the
certificate of insurance, "CG 2026 07/04" or its equivalent is required.
(ii) The Contractor's insurance coverage shall apply separately to each
insured against whom a claim is made and/or lawsuit is brought, except with respect to
the limits of the insurer's liability.
(iii) Any deductibles or self -insured retentions must be declared to, and
approved by, the County. The deductible and/or self -insured retention of the policies
AGREEMENT FOR PROFESSIONAL SERVICES
WITH CITY OF EDMONDS
Page 7 of 18
shall not limit or apply to the Contractor's liability to the County and shall be the sole
responsibility of the Contractor.
(iv) Insurance coverage must be placed with insurers with a Best's
Underwriting Guide rating of no less than A:VIII, or, if not rated in the Best's
Underwriting Guide, with minimum surpluses the equivalent of Best's surplus size VIII.
Professional Liability, Errors and Omissions insurance coverage, if applicable, may be
placed with insurers with a Best's rating of B+:VII. Any exception must be approved by
the County.
Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits until
after forty-five (45) calendar days' prior written notice has been given to the County.
If at any time any of the foregoing policies fail to meet minimum requirements, the
Contractor shall, upon notice to that effect from the County, promptly obtain a new
policy, and shall submit the same to the County, with the appropriate certificates and
endorsements, for approval.
e. Subcontractors. The Contractor shall include all subcontractors as insureds
under its policies, or shall furnish separate certificates of insurance and policy endorsements for
each subcontractor. Insurance coverages provided by subcontractors instead of the
Contractor as evidence of compliance with the insurance requirements of this Agreement
shall be subject to all of the re uirements stated herein.
13. County Non-discrimination. It is the policy of the County to reject discrimination
which denies equal treatment to any individual because of his or her race, creed, color, national
origin, families with children, sex, marital status, sexual orientation, age, honorably discharged
veteran or military status, or the presence of any sensory, mental, or physical disability or the use
of a trained dog guide or service animal by a person with a disability as provided in
Washington's Law against Discrimination, Chapter 49.60 RCW, and the Snohomish County
Human Rights Ordinance, Chapter 2.460 SCC. These laws protect against specific forms of
discrimination in employment, credit transactions, public accommodation, housing, county
facilities and services, and county contracts.
The Contractor shall comply with the substantive requirements of Chapter 2.460 SCC,
which are incorporated herein by this reference. Execution of this Agreement constitutes a
certification by the Contractor of the Contractor's compliance with the requirements of Chapter
2.460 SCC. If the Contractor is found to have violated this provision, or to have furnished false
or misleading information in an investigation or proceeding conducted pursuant to this
Agreement or Chapter 2.460 SCC, this Agreement may be subject to a declaration of default and
termination at the County's discretion. This provision shall not affect the Contractor's
obligations under other federal, state, or local laws against discrimination.
14. Federal Non-discrimination. Snohomish County assures that no persons shall on
the grounds of race, color, national origin, or sex as provided by Title VI of the Civil Rights Act
AGREEMENT FOR PROFESSIONAL SERVICES
WITH CITY OF EDMONDS
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of 1964 (Pub. L. No. 88-352), as amended, and the Civil Rights Restoration Act of 1987 (Pub. L.
No. 100-259) be excluded from participation in, be denied the benefits of, or be otherwise
subjected to discrimination under any County sponsored program or activity. Snohomish County
further assures that every effort will be made to ensure nondiscrimination in all of its programs
and activities, whether those programs and activities are federally funded or not.
15. Employment of County Employees. SCC 2.50.075, "Restrictions on future
employment of County employees," imposes certain restrictions on the subsequent employment
and compensation of County employees. The Contractor represents and warrants to the County
that it does not at the time of execution of this Agreement, and that it shall not during the term of
this Agreement, employ a former or current County employee in violation of SCC 2.50.075. For
breach or violation of these representations and warranties, the County shall have the right to
terminate this Agreement without liability.
16. Compliance with Other Laws. The Contractor shall comply with all other
applicable federal, state and local laws, rules, and regulations in performing this Agreement.
17. Compliance_ with Grant Terms and Conditions, The Contractor shall comply with
any and all conditions, terms and requirements of any federal, state or other grant, if any, that
wholly or partially funds the Contractor's work hereunder.
18. Prohibition of Contingency Fee Arrangements. The Contractor warrants that it
has not employed or retained any company or person, other than a bona fide employee working
solely for the Contractor, to solicit or secure this Agreement and that it has not paid or agreed to
pay any company or person, other than a bona fide employee working solely for the Contractor,
any fee, commission, percentage, brokerage fee, gifts or any other consideration, contingent
upon or resulting from the award or making of this Agreement. For breach or violation of this
warranty, the County shall have the right to terminate this Agreement without liability or, in its
discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full
amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.
19. Force Majeure. If either party is unable to perform any of its obligations under this
Agreement as a direct result of an unforeseeable event beyond that party's reasonable control,
including but not limited to an act of war, act of nature (including but not limited to earthquake
and flood), embargo, riot, sabotage, labor shortage or dispute (despite due diligence in obtaining
the same), or governmental restriction imposed subsequent to execution of the Agreement
(collectively, a "force maj eure event"), the time for performance shall be extended by the
number of days directly attributable to the force majeure event. Both parties agree to use their
best efforts to minimize the effects of such failures or delays.
20. Suspension of Work. The County may, at any time, instruct the Contractor in
writing to stop work effective immediately, or as directed, pending either further instructions
from the County to resume the work or a notice from the County of breach or termination under
Section 21 of this Agreement.
AGREEMENT FOR PROFESSIONAL SERVICES
WITH CITY OF EDMONDS
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21. Non -Waiver of Breach; Termination.
a. The failure of the County to insist upon strict performance of any of the
covenants or agreements contained in this Agreement, or to exercise any option conferred by this
Agreement, in one or more instances shall not be construed to be a waiver or relinquishment of
those covenants, agreements or options, and the same shall be and remain in full force and effect.
b. If the Contractor breaches any of its obligations hereunder, and fails to cure the
same within five (5) business days of written notice to do so by the County, the County may
terminate this Agreement, in which case the County shall pay the Contractor only for the services
and corresponding reimbursable expenses, if any, accepted by the County in accordance with
Sections 3 and 8 hereof.
c. The County may terminate this Agreement upon five (5) business days' written
notice to the Contractor for any reason other than stated in subparagraph b above, in which case
payment shall be made in accordance with Sections 3 and 8 hereof for the services and
corresponding reimbursable expenses, if any, reasonably and directly incurred by the Contractor
in performing this Agreement prior to receipt of the termination notice.
d. Termination by the County hereunder shall not affect the rights of the County
as against the Contractor provided under any other section or paragraph herein. The County does
not, by exercising its rights under this Section 21, waive, release or forego any legal remedy for
any violation, breach or non-performance of any of the provisions of this Agreement. At its sole
option, the County may deduct from the final payment due the Contractor (i) any damages,
expenses or costs arising out of any such violations, breaches or non-performance and (ii) any
other set -offs or credits including, but not limited to, the costs to the County of selecting and
compensating another contactor to complete the work of the Agreement.
22. Notices. All notices and other communications shall be in writing and shall be
sufficient if given, and shall be deemed given, on the date on which the same has been mailed by
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the County: Snohomish County Office of Economic Development
3000 Rockefeller Avenue
Everett, Washington 98201
Attention: Wendy Becker
Economic and Cultural Dev. Officer
and to: Snohomish County Purchasing Division
3000 Rockefeller Avenue, M/S 507
Everett, Washington 98201
Attention: Cathy Robinson
Purchasing Manager
AGREEMENT FOR PROFESSIONAL SERVICES
WITH CITY OF EDMONDS
Page 10 of 18
If to the Contractor: City of Edmonds
700 Main Street
Edmonds, WA 98020
Attention: Frances Chapin
Cultural Services Manager
The County or the Contractor may, by notice to the other given hereunder, designate any
further or different addresses to which subsequent notices or other communications shall be sent.
23. Confidentiality. The Contractor shall not disclose, transfer, sell or otherwise
release to any third party any confidential information gained by reason of or otherwise in
connection with the Contractor's performance under this Agreement. The Contractor may use
such information solely for the purposes necessary to perform its obligations under this
Agreement. The Contractor shall promptly give written notice to the County of any judicial
proceeding seeking disclosure of such information.
24. Public Records Act. This Agreement and all public records associated with this
Agreement shall be available from the County for inspection and copying by the public where
required by the Public Records Act, Chapter 42.56 RCW (the "Act"). To the extent that public
records then in the custody of the Contractor are needed for the County to respond to a request
under the Act, as determined by the County, the Contractor agrees to make them promptly
available to the County. If the Contractor considers any portion of any record provided to the
County under this Agreement, whether in electronic or hard copy form, to be protected from
disclosure under law, the Contractor shall clearly identify any specific information that it claims
to be confidential or proprietary. If the County receives a request under the Act to inspect or
copy the information so identified by the Contractor and the County determines that release of
the information is required by the Act or otherwise appropriate, the County's sole obligations
shall be to notify the Contractor (a) of the request and (b) of the date that such information will
be released to the requester unless the Contractor obtains a court order to enjoin that disclosure
pursuant to RCW 42.56.540. If the Contractor fails to timely obtain a court order enjoining
disclosure, the County will release the requested information on the date specified.
The County has, and by this section assumes, no obligation on behalf of the Contractor to
claim any exemption from disclosure under the Act. The County shall not be liable to the
Contractor for releasing records not clearly identified by the Contractor as confidential or
proprietary. The County shall not be liable to the Contractor for any records that the County
releases in compliance with this section or in compliance with an order of a court of competent
jurisdiction.
25. Interpretation. This Agreement and each of the terms and provisions of it are
deemed to have been explicitly negotiated by the parties. The language in all parts of this
Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or
against either of the parties hereto. The captions and headings of this Agreement are used only
AGREEMENT FOR PROFESSIONAL SERVICES
WITH CITY OF EDMONDS
Page 11 of 18
for convenience and are not intended to affect the interpretation of the provisions of this
Agreement. This Agreement shall be construed so that wherever applicable the use of the
singular number shall include the plural number, and vice versa, and the use of any gender shall
be applicable to all genders.
26. Complete Agreement. This Agreement constitutes the entire understanding of the
parties. Any written or verbal agreements that are not set forth herein or incorporated herein by
reference are expressly excluded.
27. Conflicts between Attachments and Text. Should any conflicts exist between any
attached exhibit or schedule and the text or main body of this Agreement, the text or main body
of this Agreement shall prevail.
28. No Third Party Beneficiaries. The provisions of this Agreement are for the
exclusive benefit of the County and the Contractor. This Agreement shall not be deemed to have
conferred any rights, express or implied, upon any third parties.
29. Governing Law; Venue. This Agreement shall be governed by the laws of the State
of Washington. The venue of any action arising out of this Agreement shall be in the Superior
Court of the State of Washington, in and for Snohomish County.
30. Severability. Should any clause, phrase, sentence or paragraph of this agreement
be declared invalid or void, the remaining provisions of this Agreement shall remain in full force
and effect.
31. Authority. Each signatory to this Agreement represents that he or she has full and
sufficient authority to execute this Agreement on behalf of the County or the Contractor, as the
case may be, and that upon execution of this Agreement it shall constitute a binding obligation of
the County or the Contractor, as the case may be.
32. Survival. Those provisions of this Agreement that by their sense and purpose
should survive expiration or termination of the Agreement shall so survive.
33. Execution in Counterparts. This Agreement may be executed in counterparts, each
of which shall constitute an original and all of which shall constitute one and the same
Agreement.
SNOHOMISH COUNTY: C1W OF
County Exec Date D VE EARLING
p1?y Mayor
AGREEMENT FOR PROFESSIONAL SERVICES
WITH CITY OF EDMONDS
Page 12 of 18
Approved as to insurance
and indemnification provisions:
iryRisk management ate
Approved as to form only:
Deputy Prosecuting Attorney Date
AGREEMENT FOR PROFESSIONAL SERVICES
WITH CITY OF EDMONDS
Approved as to form only:
13
,LeZZC6nse1 to the Coritractor Date
Page 13 of 18
Schedule A
Scope of Services
CONTRACTOR: CITY OF EDMONDS
PROJECT: WAYFINDING SIGNS
1. The Contractor will: (a) fabricate four (4) medium sized wayfinding signs to place in yet
to be determined locations throughout the City of Edmond for (the "Project"); and (b)
fabricate two (2) large wayfinding signs to place in yet to be determined locations
throughout the City of Edmond for (the "Project"). In addition,
• The Contractor shall work with the Snohomish County Tourism Bureau (the
"Tourism Bureau") to ensure that any published materials prepared with financial
assistance from County funds are consistent with the County's graphics standards as
set forth in more detail in paragraph 2 below.
• Any publications produced as a result of this Project shall prominently feature the
following credit: MADE POSSIBLE IN PART BY ASSISTANCE FROM THE
SNOHOMISH COUNTY HOTEL -MOTEL TAX FUND.
• The Contractor will project the number of overnight visits the Project will generate
and, as a condition to being funded in the future, report on the results. Alternatively,
the Contractor can report on initiatives undertaken by it in concert with the Tourism
Bureau to incorporate the funded Project in trip packaging which promotes overnight
stays.
• The Contractor will place on its website a link provided by the Tourism Bureau to the
Washington Reservation Booking Engine and provide the "click-thru" data in its
report accompanying its invoice for reimbursement.
• If the Project will occur within a city or cities that collect their own lodging tax, the
Contractor shall approach such city or cities for funding assistance for the Project.
Prior to or concurrent with its first invoice to the County for this Project, the
Contractor shall provide a written report to the County on the results of the
Contractor's approaches to that city or those cities. If such approaches were not made
by the Contractor, the Contractor shall explain in detail in that report its reasons for
not doing so. The provision of the report shall be a pre -condition for the County's
reimbursing the Contractor for services provided under this Agreement.
2. Through the auspices of the Tourism Bureau, the County pursues a long-range tourism
development and marketing strategy. Part of that strategy is to foster the visual
integration of published tourism materials in Snohomish County. For that purpose, the
Tourism Bureau has developed a package of design guidelines which includes a logotype,
a tag line and a family of colors. If any printed materials or print medium advertisements
are produced as part of the Project that is the subject of this Agreement, the following
requirement will apply: (i) The Contractor will coordinate design of printed materials
produced under the Agreement with the Tourism Bureau with the goal of applying the
design guidelines to printed materials produced hereunder. (ii) The Contractor will
submit the proposed design to the County's contact set forth in Section 7 of the
Agreement for review and approval prior to printing the production run.
A-1
3. To ensure that out -of -county visitors are attracted to the Project, the Contractor will direct
more than fifty percent (50%) of any promotional materials underwritten in whole or in
part by County funds at recipients outside of Snohomish county. For written materials,
this goal may be accomplished by mailing written materials out of the county and/or by
placing appropriate written materials with the Tourism Bureau. At least fifty percent
(50%) of any electronic advertising funded under this Agreement will be directed at
audiences outside of Snohomish County.
A-2
Schedule B
Compensation
1. The Contractor will be reimbursed by the County for services provided and/or eligible
expenses incurred in executing the Project pursuant to the Agreement in an amount not to
exceed the Contract Maximum.
2. Expenses eligible for reimbursement under the Agreement are defined as those listed in
the "COUNTY" column of the Project budget below. The Contractor shall submit an
invoice to the County with itemized invoices from third parties for all eligible
expenditures for which the Contractor seeks reimbursement. In -kind matching volunteer
services shall be valued at a rate of $22.00 per hour or as invoiced to the Contractor by
independent third parties at a commercially reasonable rate that is customary for such
work. In addition, if County funds are to be used to pay in whole or in part any printed
materials, print advertising or broadcast medium advertising, the Contractor will submit
with the Contractor's reimbursement request for associated costs incurred: three (3)
copies of printed materials; one copy of each print advertisement as printed; and one copy
of the text of each broadcast medium advertisement. The Contractor will not be
reimbursed for any expenses incurred by it which provide direct promotional benefit to a
specific private business entity. In order to ensure timely closeout of the Project, the
Contractor shall submit its invoice to the County no later than thirty (30) calendar days
after completion of the services authorized by this Agreement and, in any event, no later
than December 31, 2013. The Contractor's invoice shall be accompanied by a report
summarizing the Project and how funds provided for the Project under this Agreement
have enhanced tourism in Snohomish County. In no event shall the Contractor's invoice
be paid by the County if it is submitted after December 31, 2013, or if it is not
accompanied by the required report.
PROJECT BUDGET
ITEM
COUNTY
MATCH
MATCH
CASH
IN -KIND
1. Sj2 Fabrication
$11,000
$10,000
2. Consultant — Wording
$200
3. Staff
$792
Total
$11,000
$10,992
Upon request of the Contractor and approval by the County Executive as provided in
SCC 4.40.065(11), the Contractor may be authorized to shift funds within the items defined in
the budget shown above subject to the following conditions:
1. No funds may be shifted without prior written authorization from the County's contact
set forth in Section 7 of the Agreement. Authorization to shift funds must be sought and
approved prior to anticipated need.
am
2. Funds shifted shall aggregate no more than twenty percent (20%) of the total allocation
amount.
3. Funds shifted shall be within the original allocation. Authorization to shift funds IS NOT
authorization to exceed the original amount of the allocation. In no event shall payments
by the County under the Agreement exceed the Contract Maximum.
4. Funds may only be shifted among items listed in the original budget. No new budget
items or expenditure categories may be funded without an amendment to this Agreement.
RW
Schedule C
Contractor's Project Application
C-1
P-13-
Snohomish County
Tourism Promotion Projects
Assistance Program
PROJECT SPONSOR
Project Title: Wayfinding Signar�e for Downtown Edmonds
Project Sponsor: City of Edmonds
Address: 700 Main Street
City: Edmonds
State: WA
Contact Person: Frances Chapin, Cultural Services Manager
Address: 700 Main Street
City: Edmonds
Phone: 425-771-0228
Fax
State: WA
425-771-0253 Email
Sponsor is: ❑ Non -Profit ® Public agency
(For office use)
Zip: 98020
Zip: 98020
chapin@ci.edmonds.wa.us
Requested: $ 11,000 _ Match: $ 10,992 Total Project Budget: $ _21,992
Estimated visitors drawn:1000 Estimated overnight stays generated: 200
Completed application packages are due by 5:00 p.m., Monday, October 8, 2012.
Responses must be limited to the spaces provided.
PROJECT SUMMARY
In the space below, provide a concise, one paragraph summary of your proposed project and what tourism expansion objectives it
will accomplish. If your request is part of a larger project, you may briefly describe the over-all project. However, please focus the
majority of your answer on the specific element for which you are requesting funding.
The proposed project is to fabricate new wayfinding signage to direct visitors to major
attractions and lodging in downtown Edmonds.
As the Snohomish County Tourism Plan points out there are infrastructure gaps in helping
visitors to find their way to sustaining attractions and supporting services in the County. In
Edmonds the lack of adequate wayfinding signage is one of these infrastructure gaps. The
City of Edmonds has had a family of signs designed that are clear directional and are also
distinctive to Edmonds, but has not had the funds to fabricate them.
Thousands of visitors pass through Edmonds when taking the Kingston Edmonds ferry.
Improved wayfinding will 1) help capture the interest of some of the tourist travelers by
alerting them to attractions such as the Edmonds Center for the Arts, Historic Museum,
shopping and dining and offering the option of nearby lodging adjacent to the popular
waterfront, and 2) make it more likely that visitors return.
Attractive wayfinding signage promotes tourism all year long.
4
PROJECT SCOPE OF WORK
Fully describe the project. Expand your summary paragraph from page one to address such issues as: what it is you wish to do;
who will benefit and why and how; beginning and ending dates of your project; and what measures you will apply to evaluate its
success. If you are requesting funds for a specific portion of a larger project, please so state but focus your response on the
element for which you are requesting funding assistance. This section requires that you to establish, in a clear and quantifiable
way, that your project will sustain or enhance one or more aspects (to be identified by you) of tourism in Snohomish County.
Proposals from projects that can prove they will generate overnight stays are preferred. Please coordinate your project's milestones
with the time line on page 9 of this package.
The goal of the project is to fabricate six wayfinding signs for the three major entries to
downtown Edmonds. Throughout the year the new signage will direct visitors to
attractions including the Edmonds Center for the Arts and direct them to visitor amenities
such as lodging, train, dining and shopping. The major signs will be located to provide
direction for visitors entering downtown on SR 524 from the north and on SR 104 both as
they approach and exit the ferry. Due to the size of the state routes and the need for
visibility in both directions the scale and cost of these two signs is quite large. Several
additional smaller signs will provide direction once visitors turn off of these routes. The
City has had the new signage design completed and preliminary locations have been
identified, but the City has not had funds available to fabricate the signage to implement
the new wayfinding program. The requested funding is for fabrication of the signage. The
City will install the signs once fabricated.
The scope of work includes initial tasks to review specific locations and wording for the
signage. City staff will work with the downtown merchants, Chamber, and Lodging Tax
Advisory Committee to review proposed locations and wording. The signage design
consultant will update the designs to include revisions and the work will go out for bids in
late April or early May. Fabrication will be done in May/June with delivery by mid -June.
Signage will be installed to assist visitors during the summer events season.
The signage provides year round benefit to the downtown Edmonds commercial district by
directing visitors to attractions, dining and shopping areas, and lodging. Visitors, for
example attendees at the annual writer's conference, frequently comment that it is
"difficult" to find the hotel or other facilities such as the conference center as they come
into town.
The SR 104 location in particular will be visible to the approximately 2 million vehicles
which travel on the Edmonds -Kingston ferry (2011). This is the primary route connecting
Interstate 5 and the Kitsap Peninsula and it is heavily traveled by visitors during the
summer season. Although difficult to quantify, capturing even a small percent of those
visitors who might not know they could stay in Edmonds or enjoy the other amenities
available would be beneficial. In addition, visitors to Edmonds will be more likely to
return if navigating to areas of interest is a more comfortable experience. The benefit will
be both to visitors and businesses. For many years the Chamber of Commerce and the
downtown merchants have been advocating for improved wayfinding and the City of
Edmonds Lodging Tax Advisory Committee enthusiastically supports the project as an
opportunity to support the serendipity of discovering the attractions in Edmonds and
promote tourism in the County.
i
=� PROJECT ELIGIBILITY
How does your project align with the 2011 Snohomish County Strategic Tourism Plan? Which strategy or strategies does your
µ project support?
This project promotes the goals of the Snohomish County Tourism Strategic Plan
specifically by addressing strategy 17 which calls for improving wayfinding and supporting
the serendipity of discovery. According to the plan it is important that visitors can find
their way — not only to "landmark" attractions but also to sustaining attractions that
broaden their experience in Snohomish County. The plan notes in 17.ii. that distinctive
township signs should be developed that are emblematic of what makes the place special
and Edmonds has developed a design that reflects the waterfront location and arts oriented
nature of the community. If specific wayfinding icons are developed by the County in the
future these elements could potentially be added to the new signage.
ECONOMIC IMPACT
Because Snohomish County operates the Hotel -Motel fund as an economic development tool, one of the key evaluation criteria for selecting a
project for funding is its potential economic benefit. In addkion, the County is required to report to the State on the numbers of visitors and the
numbers of overnight stays generated by each project. Please indicate the anticipated economic impact of your project and, especially, its
potential for generating visitors and overnight stays. Quantify your projections and indicate how you propose to verify your results.
Remember, food and fuel purchases assist the local economy but do not contribute to the Hotel -Motel fund; the fund derives entirely from
taxes on overnight lodging in the county. If your project will not result directly in overnight stays, try to demonstrate how its success may
contribute to generating future overnight stays. An example might be a one -day festival you sponsor which, when combined with — and jointly
marketed with — an event the following day which appealed to the same audience, would encourage visitors to spend the night and attend both
events. In this example, it would be important to discuss the timeframe and strategy for future implementation of an appropriate cooperative
marketing campaign to link your one -day festival with the second one. Again, quantify your projections and explain the methodology by which
you developed them.
Visually attractive wayfinding signage is a key strategy for inviting visitors to explore
nearby attractions. Providing signage at priority locations in Edmonds will help promote
activities for visitors including the waterfront, performing arts, shopping and dining, let
them know there is lodging available nearby, and therefore promotes the opportunity to
stay longer. The only downtown Edmonds hotel is close to the waterfront but many
visitors are unaware that it is there. The approximately 60,000 people attending events at
the Edmonds Center for the Arts a year need to be able to easily find the center. Making it
easier for people to find things and navigate easily produces a more positive experience for
the visitor which in turn makes Edmonds a more attractive destination to return to.
The potential for drawing new visitors is estimated at 1,000 based on the high volume of
tourist traffic during the summer season. It is challenging to give an estimate of overnight
stays generated but the SR 104 location is a critical one for informing tourists that there is a
beautiful waterfront and a hotel nearby, hence the estimate of 200.
Although difficult to quantify, the potential for generating visitors and overnight stays is
significant as wayfinding signage is a vital strategy for informing visitors of opportunities
they might not otherwise have been aware of and it informs them all year round. Visitors
taking the ferry or turning to go to the waterfront or the train station should also be made
aware that there is a performing arts center, a conference center, a history museum,
overnight accommodations, and many other things to do in Edmonds. Anecdotal
information will be collected from businesses and the hotel will be asked to hand out a
simple questionnaire during peak vacation season to see if the signage has had a beneficial
impact on attracting visitors to their facility.
PROJECT BUDGET
Please detail the budget for your project. Remember that though the County can pay no personnel costs (wages, benefits, etc.),
such costs are eligible as a portion of your matching portion. The County can pay a share of such costs as postage, design and
layout of printed materials, printing, and communications. Please specify whether your various match items will be either cash (C)
or in -kind (I/K).
Project Name:
Item `
County
Match
C
I/K
Total
1.Sign fabrication — 2 large
And 4 medium
$11,000
$10,000
10000
$21,000
2.Consultant - wording
$
$200
200
$200
3.Staff — wording, locations
$
$792
792
$792
4.
$
$
$
5.
$
$
$
6.
$
$
$
7.
$
$
$
8.
$
$
$
9.
$
$
$
10.
$
$
$
Totals:
$11,000
$10,992
10200
792
$21,992
BUDGET NARRATIVE
In the space below please offer any information which you feel may provide useful background on your proposed budget such as
source and rate at which matching labor costs are calculated, numbers of promotional pieces to be produced, numbers of media
ads to be placed, media outlets to be used, etc.
The budget is for fabrication of the signs plus, staff management of finalizing
locations and wording, bidding the project and overseeing the fabrication
contract and final wording design by the signage designer (FORMA)..
Two large si ns for the state routes have been estimated at $5,500 each for a
total of11, 00
Four medium signs have been estimated at $2,500 each for a total of
$10,000.
The match includes $10,000 allocated by the Edmonds Lodgingg Tax Advisory
Committee; 18 hours of staff time at $44/hour; and sign consul ant fee of
$200 to revise wording, for a total match of $10,992.
City Crews will install the signage but this cost is not included as part of the
match because it is difficult to calculate before the exact locations are
determined.
PROJECT TIME LINE
Please use the chart below to break out your project into its major items, showing when each will be accomplisl
MONTH
TASK ITEM
March
Work with City staff, consultant, and Chamber on finalized locations for signage and
start drafting final wording for signs.
April
p
Work with staff, attend merchants meeting and LTAC meeting to review and finalize
wording for signs. Request bids for the project.
May
Select fabricator and contract for fabrication.
June
Fabrication complete, submit invoices and report
December
Please use the space below to provide any necessary background on elements of your project time line.
9