HomeMy WebLinkAbout4Culture Grant Agreement J
i
CULTURE
GRANT INFORMATION TEL 206 296.7580
TTY 7 1 1
101 PREFONTAINE PL S
SEATTLE WA 98104
WWW.4CULTURE.ORG
CONTRACTOR INFORMATION
City of Auburn Your Contract#: 1251737A
25 West Main Street Combined Equipment- 177404
Auburn, Washington 98001 Motion #: 2025-57
(253) 931-3052
PROGRAM INFORMATION
Attached is your Contract with 4Culture for$13,460.00 for the purchase of projectors and tools for
new art studios at Postmark Center for the Arts project. The contract starts on 09/25/25 and
remains open until the Public Benefit is fulfilled.
For questions, contact Melissa Newbill at melissa.newbill@4culture.org or (206) 263-1603.
SCOPE OF SERVICE
Pursuant to the framework created for the Equipment for Organizations Grants Program, 4Culture,
the Cultural Development Authority of King County, will reimburse City of Auburn ("The
Contractor")for satisfactory completion of the services and requirements as specified below, in an
amount not to exceed $13,460.00 for expenses associated with the purchase of projectors and
tools for new art studios at Postmark Center for the Arts, as described in the proposal submitted to
4Culture in the 2025 Equipment for Organizations grant program. Payment will be made available
in the following manner:
Requests for reimbursement may be submitted in 1-3 payment requests as costs are paid.
Deliverables:
Completed 4Culture reimbursement request(s) must be submitted through apply.4culture.org,
including:
• Documentation that identifies vendors and details the work performed and dates the
expenses were incurred. Such documentation may include, but is not limited to, proof of
purchase, work orders or receipts for purchases.
• Receipts of the equipment items purchased between September 25, 2025—September 25,
2027.
4CULTURE PAGE 1
• 1-4 photos of the equipment items purchased. If the photos are able to be used for
marketing purposes,then please include a document that contains photo credits and a
statement of permission for 4Culture to use images for marketing purposes.
NOTE: All 4Culture funds must support equipment considered fixed assets and intended for long-
term use for 10 years or more. Software, extended service contracts, maintenance agreements,
and unapproved small incidental items are not eligible to be reimbursed with this grant.
PUBLIC BENEFIT
4Culture is providing funds to support City of Auburn ("the Contractor") for the purchase of
projectors and tools for new art studios at Postmark Center for the Arts in order to allow the
organization to better serve its mission and provide the residents and visitors of King County with
significant public benefits.
The Contractor will provide publicly accessible arts, heritage, historic preservation, or science and
technology experiences for a period of no less than 10 years, as specified in the agreement
governing this award. During that time,the public will regularly have access to the Contractor's
programs.The Contractor will provide public benefits of the following types of potential
opportunities:
• Use of the equipment to create free or low-cost performances, exhibitions, workshops,
screenings, or readings, or to take care of collections that reflect King County's residents
and visitors.
• Use of the equipment by groups serving marginalized communities including, but not
limited to, Black, Indigenous, and People of Color in King County, people with disabilities,
people with low-incomes,youth and senior groups, residents in rural or suburban King
County, and/or other historically marginalized groups.
• Use of the equipment in programs that represent and reflect the diversity of the
community.
• Use of the equipment to broaden your ability to reach individuals with disabilities or to
make your programs or facility more accessible to them.
• Use of the equipment that prioritizes public health benefits (i.e., air filtration units, or
equipment related to remote online programming)
• Sharing the equipment with other cultural or science groups at no cost or low cost.
The Contractor agrees to widely publicize its public benefit performances, events or programs
throughout King County and to track the number of public benefit activities and people served by
such programs.
4CULTURE PAGE 2
CONTRACTOR INSTRUCTIONS
Please electronically sign this Contract within two weeks of receipt and return any required
enclosures. You will not be able to make changes to this Contract. If there is an error in the
document, or if you need to request changes in your Scope of Service or other items, please
contact your Program Manager listed above.
1. Services—Please review the information, Scope of Service, and Public Benefit sections
above carefully. These explain the services you are agreeing to provide in accordance with
the application you submitted to 4Culture.
2. Enclosures—Please complete any required enclosures and provide them to 4Culture.
Please view our contract enclosure instructions (see step 3)to download fillable forms and
get instructions on where to upload your documents.
a. Items to be returned at the time you sign the contract:
• IRS Form W-9
b. At the time you are requesting payment,you will need to provide appropriate
documentation such as an interim invoice,final invoice, evaluation, or digital
photos. Please review your specific grant program requirements at 4Culture's
website: Manage Your Award.
3. 4Culture Logo—For details of the requirements for acknowledging 4Culture support,
please refer to Section I, D. of the contract. The 4Culture logo is available for download in
PDF, EPS, and Jpeg formats.
Promote your 4Culture funded project using our Media Kit. Find out what's required,what
you can do, and how we can help.
4. Signature—Follow the link in the e-mail message-you will be walked through a few simple
steps to read and sign the contract at Conga Sign. A copy of the Contract will be e-mailed
to you as a PDF after it has been signed by 4Culture's Executive Director.
4CULTURE PAGE 3
CONTRACT FOR CULTURAL ORGANIZATION EQUIPMENT AQUISITION
(Lodging Tax Program)
THIS CONTRACT FOR CULTURAL ORGANIZATION EQUIPMENT ACQUISITION (this
"Contract') is entered into by THE CULTURAL DEVELOPMENT AUTHORITY OF KING
COUNTY("4CULTURE"), whose address is 101 Prefontaine PI S, Seattle, WA 98104-2672
and telephone number is (206) 296-7580 and the Contractor named on the Grant
Information sheet attached hereto ("Contractor"). Contractor is an art, cultural or historical
organization qualified to receive funds pursuant to King County Code Sections 2.48 and
4.40 and RCW 67.28.180 as may be amended hereinafter. The 4Culture Board of Directors
approved providing funds for the acquisition of equipment pursuant to this Contract in the
motion referenced in the Grant Information sheet.
4Culture desires to provide funds to Contractor to be used in the acqusition of
equipment that will benefit King County citizens by increasing cultural infrastructure and
enhancing cultural facilities in King County. Enhanced cultural infrastructure in King County
will broaden access to art museums, cultural museums, heritage museums, historic
structures, and/or the performing arts consistent with the requirements of RCW 67.28.180
and KCC 2.48. Contractor's direct provision of arts, heritage, and cultural events,
programming, and experiences to the King County residents and visitors, as more
specifically described on the Grant Information Sheet, is referred to herein as"Public Benefit
Services."
4Culture is organized pursuant to King County Ordinances 14482, 18684, and 19036
and RCW 35.21.730, et seq. RCW 35.21.750 provides as follows: "[All] liabilities incurred
by such public corporation, commission, or authority shall be satisfied exclusively from the
assets and properties of such public corporation, commission or authority and no creditor
or other person shall have any right of action against the city, town, or county creating such
corporation, commission, or authority on account of any debts, obligations, or liabilities of
such public corporation, commission, or authority."
The fixed assets Contractor will acquire pursuant to this Contract will support
Contractor's provision of Public Benefits Services. In this Agreement, such fixed assets
acquired by Contractor shall be referred to as "Cultural Organization Equipment."
The legislative authority of 4Culture has found and declared that providing funds to
Contractor to reimburse Contractor for costs related to the acquisition of Cultural
Organization Equipment constitutes a public purpose with the meaning of Article VII, Section
1 of the Washington State Constitution for which public funds may properly be expended or
advanced. The legislative authority of 4Culture has further found and declared that 4Culture
does not intend to donate such funds to Contractor and that Contractor's promise to acquire
Cultural Organization Equipment and comply with the requirements set forth herein does
not constitute grossly inadequate consideration for 4Culture's obligations hereunder.
4CULTURE PAGE 4
NOW, THEREFORE, in consideration of payments, covenants, and agreements
hereinafter mentioned, to be made and performed by the parties hereto, the parties
covenant and do mutually agree as follows:
The following capitalized terms, not otherwise expressly defined in this Contract, shall
have the meanings assigned below.
I. SCOPE OF SERVICES
A. Contractor shall comply with the requirements set forth hereinafter and in the
Grant Information sheet attached hereto.
B. Purchase of Cultural Organization Equipment. Funds awarded under this
Contract shall be used solely to reimburse Contractor for expenses incurred expressly and
solely in accordance with Contractor's acquisition of Cultural Organization Equipment of the
type and nature described in the Scope of Services described on the Grant Information
sheet. Any amendment or modification to the Scope of Services described on the Grant
Information sheet must be approved in writing by 4Culture. Contractor represents and
warrants that any Cultural Organization Equipment that is acquired pursuant to this Contract
is intended to be retained by Contractor for ten years or more (the "Equipment Retention
Period"). Contractor shall purchase such Cultural Organization Equipment and submit its
request for reimbursement hereunder on or before two years following the Effective Date
(the "Reimbursement Expiration Date").
C. Contractor agrees to retain and use any Cultural Organization Equipment
acquired pursuant to this Contract for the Equipment Retention Period in furtherance of
Contractor's provision of Public Benefit Services. Should Contractor, during the Equipment
Retention Period, dissolve its operations, relocate outside of King County, or determine that
it no longer needs the Cultural Organization Equipment purchased hereunder, Contractor
shall notify 4Culture thereof and, upon 4Culture's request, such Cultural Organization
Equipment shall be transferred by Contractor without additional consideration to another
King County based Cultural Organization selected by 4Culture in its sole discretion.
D. Contractor agrees to acknowledge 4Culture support in any and all marketing and
promotional materials, websites, brochures, press releases, advertisements, signage and
other related materials during the period this contract is in force, either with the credit line
"our work is supported, in part, by an award from 4Culture", and/or by the use of the 4Culture
logo.
II. DURATION OF CONTRACT
This Contract shall commence on the Effective Date and shall terminate upon the
earlier of (1) completion of the Scope of Services and 4Culture's payment of Contractor's
final invoice for Cultural Organization Equipment or(2)the Reimbursement Expiration Date.
4CULTURE PAGE 5
This Contract, however, may be terminated earlier as provided in Section IV hereof.
Notwithstanding the foregoing, Contractor's covenants to 1) retain and use the Cultural
Organization Equipment for the Equipment Retention Period (as described in Section I.D.)
and 2) continue to provide Public Benefit Services during the Equipment Retention Period
shall survive the expiration or earlier termination of this Contract.
III. COMPENSATION AND METHOD OF PAYMENT
A. 4Culture shall reimburse Contractor for its actual and authorized expenditures
incurred in satisfactorily completing the Scope of Services and otherwise fulfilling all
requirements specified in this Contract in an aggregate amount as indicated on the Grant
Information sheet.
B. Contractor may apply to 4Culture for reimbursement upon completion of a phase
of the Scope of Services (if phases are specified on the Grant Information sheet). All
invoices for reimbursement shall include documentation that identifies vendors, details
costs, and specifies the Cultural Organization Equipment purchased pursuant to this
Contract (make and model #). Such documentation shall include, but may not be limited to,
purchase orders or receipts for purchases.
C. Accompanying the final invoice, Contractor shall also submit a brief report on and
digital images of publishable quality of the Cultural Organization Equipment acquired
pursuant to this Contract. Contractor consents to 4Culture's use of the report and images
to publicize its grant programs. Technical specifications required for image files are
available in the "Manage Your Award" section of the 4Culture website.
D. All payments are subject to site inspection of the Cultural Organization Equipment
and approval by 4Culture in its sole discretion.
E. If Contractor fails to comply with any terms or conditions of this Contract or to
provide in any manner the Scope of Services agreed to herein, 4Culture may withhold any
payment to Contractor until 4Culture is satisfied that corrective action, as specified by
4Culture, has been completed. This right is in addition to and not in lieu of the 4Culture right
to terminate this contract as provided in Section IV, any other rights of 4Culture under this
Contract and any other right or remedy available to 4Culture at law or in equity.
IV. TERMINATION OF CONTRACT
A. If, through any cause, Contractor shall fail to fulfill in a timely and proper manner
its obligations under this Contract or if Contractor shall violate any of its covenants,
agreements or stipulations of this Contract, 4Culture may terminate this Contract and
withhold any remaining funds allocated for use under this Contract. Prior to so terminating
this Contract, 4Culture shall submit written notice to Contractor describing such default or
violation. 4Culture shall not terminate this Contract if 4Culture determines that Contractor
4CULTURE PAGE 6
has, within twenty (20) days of the date of such notice, fully corrected such default or
violation.
B. Reimbursement for services performed by Contractor, and not otherwise paid for
by 4Culture prior to the effective date of a termination under subsections B and C herein,
shall be remitted to Contractor as reasonably determined by 4Culture.
C. In the event of termination for cause, Contractor shall, immediately upon
4Culture's request and in addition to any and all other remedies available to 4Culture in
equity or at law, return to 4Culture immediately any funds, misappropriated or unexpended,
which have been paid to Contractor by 4Culture and all Cultural Organization Equipment
acquired as part of the Scope of Work.
V. MAINTENANCE OF RECORDS
A. Contractor shall maintain accounts and records, including personnel, property,
financial, insurance and programmatic records and other such records as may be deemed
necessary by 4Culture to ensure proper accounting for all funds awarded under with this
Contract. All such records shall sufficiently and properly reflect all direct and indirect costs
of any nature expended and services provided in the performance of this Contract.
B. These records shall be maintained for a period of six (6) years after termination
or expiration of this Contract unless a longer retention period is required by law.
VI. AUDITS AND EVALUATIONS
A. The records and documents with respect to all matters covered by this Contract
shall be subject at all times to inspection, review or audit by 4Culture and/or federal/state
officials so authorized by law during the performance of this Contract and six (6)years after
termination or expiration hereof.
B. Contractor shall provide right of access to its facilities, including by any
subcontractor to 4Culture, the King County, state and/or federal agencies or officials at all
reasonable times in order to monitor and evaluate the services provided under this
Agreement. 4Culture will give advance notice to the Contractor in the case of fiscal audits
to be conducted by 4Culture.
C. Contractor agrees to cooperate with 4Culture in the evaluation of Contractor's
performance under this Contract and to make available all information reasonably required
by any such evaluation process. The results and records of said evaluations shall be
maintained and disclosed in accordance with RCW Chapter 42.56 (Public Records Act).
VII. CONTRACT MODIFICATIONS
4CULTURE PAGE 7
No modification or amendment of this Contract shall be valid unless made in writing
and signed by the parties hereto.
VIII. NO WAIVERS
4Culture's failure to insist upon the strict performance of any provision of this Contract
or to exercise any right based upon a breach thereof or the acceptance of any performance
during such breach shall not constitute a waiver of any right under this Contract.
IX. FUTURE SUPPORT
4Culture makes no commitment to support Contractor and assumes no obligation for
future support of Contractor except as expressly set forth in this Contract.
X. OWNERSHIP OF CULTURAL ORGANIZATION EQUIPMENT
Contractor and 4Culture agree and acknowledge that the Cultural Organization
Equipment acquired by Contractor pursuant to this Contract is not owned by 4Culture and
4Culture does not expect to acquire any ownership interest in or title to the Cultural
Organization Equipment purchased under this Contract during the Equipment Retention
Period. Contractor shall not pledge or assign its rights to reimbursement hereunder to any
third party for any reason, including, without limitation, to suppliers or subcontractors as
security for Contractor's obligations to such third parties.
XI. HOLD HARMLESS AND INDEMNIFICATION
A. Contractor is an independent contractor, and shall determine the means of
accomplishing the results contemplated by this Contract. Neither Contractor nor its officers,
agents or employees are employees of the 4Culture for any purpose. Contractor shall
comply with all applicable federal and state laws and regulations regarding employment,
minimum wages and hours, and discrimination in employment. Contractor is responsible
for determining the compensation of its employees, for payment of such compensation, and
for all federal and/or state tax, industrial insurance, and Social Security liability that may
result from the performance of and compensation for these services. Contractor and its
officers, agents, and employees shall make no claim of career service or civil service rights
which may accrue to a 4Culture employee under state or local law. 4Culture assumes no
responsibility for the payment of any compensation, wages, benefits, or taxes by, or on
behalf of Contractor, its employees and/or others by reason of this Contract. To the extent
allowed by law, Contractor shall protect, defend, indemnify and save harmless 4Culture and
its officers, agents, and employees from and against any and all claims, costs, and/or losses
whatsoever occurring or resulting from (1) Contractor's failure to pay any such
compensation, wages, benefits, or taxes; (2) the supplying to Contractor of work, services,
materials, or supplies by Contractor employees or other suppliers in connection with or
support of the performance of this Contract. Contractor shall also defend, indemnify, and
4CULTURE PAGE 8
save harmless 4Culture, and its officers, agents, and employees, from and against any and
all claims made by Contractor's employees arising from their employment with Contractor.
B. To the full extent provided by applicable law, Contractor shall protect, defend,
indemnify, and save harmless 4Culture its officers, employees, and agents from any and all
costs, claims, judgments, and/or awards of damages, arising out of or in any way resulting
from the use of the Cultural Orginzation Equipment or the acts or omissions of Contractor,
its officers, employees, and/or agents, except to the extent resulting from 4Culture's sole
negligence. Contractor agrees that its obligations under this subparagraph extend to any
claim, demand, and/or cause of action brought by or on behalf of any employees, or agents.
If this Agreement is a"a covenant, promise, agreement or understanding in, or in connection
with or collateral to, a contract or agreement relative to the construction, alteration, repair,
addition to, subtraction from, improvement to, or maintenance of, any building, highway,
road, railroad, excavation, or other structure, project, development, or improvement
attached to real estate" within the meaning of RCW 4.24.115, then the Contractor shall so
protect, defend, indemnify, and save harmless 4Culture its officers, employees, and agents
only to the extent of the Contractor's, its officers', employees', and/or agents' negligence.
The Contractor agrees that its obligations under this subparagraph extend to any claim,
demand, and/or cause of action brought by or on behalf of any employees, or agents.
XII. INSURANCE REQUIREMENTS
A. During the Equipment Retention Period, Contractor shall procure and maintain, at
its sole cost and expense, a Commercial General Liability ("CGL") insurance in a
commercially reasonable amount that is adequate to insure itself and indemnify 4Culture
against claims for injuries to persons or damages to property which may arise from, or in
connection with Contractor and its officers, employees, and/or agents' use of any Cultural
Organization Equipment acquired under this Contract. Contractor shall maintain such
insurance throughout the duration of this contract. The costs of such insurance shall be paid
by Contractor. Each policy shall be written on an "Occurrence" basis.
B. Other Insurance Provisions
The CGL insurance policy shall contain, or be endorsed to contain, the following provisions:
1. General Liability Policies
a.) 4Culture, its officers, employees and agents are to be covered as
primary additional insureds for the duration of this Contract.
b.) Contractor's insurance coverage shall be primary insurance as
respect any and all claims made against 4Culture, its officers, employees, and agents,
arising from the use of the Cultural Organization Equipment acquired under this Contract.
Any insurance and/or self-insurance maintained by 4Culture, its officers, employees, or
agents shall not contribute with Contractor's insurance or benefit Contractor in any way.
4CULTURE PAGE 9
c.) Contractor's insurance shall apply separately to each insured
against whom claim is made and/or lawsuit is brought, except with respect to the limits of the
insurer's liability.
2. All Policies
a.) Coverage shall not be suspended, voided, canceled, reduced in
coverage or in limits, except as reduced in aggregate by paid claims, at any point during the
duration of this Contract. No material change, or cancellation or nonrenewal of any policy
required by this contract shall occur without thirty (30) days' prior written notice to 4Culture.
C. Acceptability of Insurers
Unless otherwise approved in writing by 4Culture, insurance is to be obtained from insurers
with a Best's rating of no less than A:VIII, or, if not rated with Best's, with minimum surpluses
the equivalent of Bests' surplus size VIII.
D. Verification of Coverage
4Culture, reserves the right to request that contractor submit the certificate(s) of insurance
evidencing compliance with all requirements set forth above.
XIII. CONFLICT OF INTEREST
Chapter 42.23 RCW (Code Of Ethics For Municipal Officers--Contract Interests) is
incorporated by reference as if fully set forth herein and Contractor agrees to abide by all
the conditions of said Chapter. Failure by Contractor to comply with any requirements of
such Chapter shall be a material breach of contract.
In addition, Contractor represents, warrants and covenants that no officer, employee,
or agent of 4Culture who exercises any functions or responsibilities in connection with the
planning and implementation of the Scope of Services funded herein, has or shall have any
beneficial interest, directly or indirectly, in this Contract. Contractor further represents,
warrants and covenants neither it nor any other person beneficially interested in this
Contract has offered to give or given any such officer, employee, or agent of 4Culture,
directly or indirectly, any compensation, gratuity or reward in connection with this Contract.
Contractor shall take all appropriate steps to ensure compliance with this provision.
XIV. NONDISCRIMINATION
4CULTURE PAGE 10
During the performance of this Contract, Contractor shall comply with state, federal
and local legislation requiring nondiscrimination in employment and the provision of services
to the public, including, but not limited to: Title VI of the Civil Rights Act of 1964; chapter
49.60 RCW (the Washington state law against discrimination); K.C.C. chapter 12.16
regarding discrimination and affirmative action in employment by contractors,
subcontractors and vendors; K.C.C. chapter 12.17 prohibiting discrimination in contracting;
K.C.C. chapter 12.18 requiring fair employment practices; K.C.C. chapter and 12.22
prohibiting discrimination in places of public accommodation.
Contractor shall maintain, until 12 months after completion of all work under this
contract, all written quotes, bids, estimates or proposals submitted to Contractor by all
businesses seeking to participate in this Contract. Contractor shall make such documents
available to the 4Culture for inspection and copying upon request.
XV. SEVERABILITY
In the event any term or condition of this Contract or application thereof to any
person or circumstances is held invalid, such invalidity shall not affect other terms,
conditions, or applications of this Contract that can be given effect without the invalid term,
condition, or application. To this end the terms and conditions of this Contract are declared
severable.
XVI. ENTIRE CONTRACT
The parties agree that this Contract is the complete expression of the terms hereto
and any oral representations or understandings not incorporated herein are excluded. Both
parties recognize that time is of the essence in the performance of the provisions of this
Contract.
XVII. ATTORNEYS' FEES; EXPENSES
Contractor agrees to pay upon demand all of 4Culture's costs and expenses,
including attorneys' fees and 4Culture's legal expenses, incurred in connection with the
enforcement of this Contract. 4Culture may pay someone else to help enforce this Contract,
and Contractor shall pay the costs and expenses of such enforcement. Costs and
expenses include 4Culture's attorneys'fees and legal expenses whether or not there is a
lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and
including efforts to modify or vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services. Contractor also shall pay all court costs and
such additional fees as may be directed by the court. Notwithstanding the foregoing,
subject to RCW 4.84.330, if either Contractor or 4Culture is the prevailing party in any action
to enforce the provisions this Contract, then such prevailing party shall be entitled to
reasonable attorneys'fees in addition to costs and necessary disbursements.
4CULTURE PAGE 11
VIII. SURVIVAL
The terms and conditions of Sections I.C, II, IV.B., IV.C, V, VI, XI, XII, and XVII shall
survive the termination of this Contract and shall be continuing obligations of the parties.
4CULTURE: CONTRACTOR:,,Blian, J Cai &
Q Ja wn, 2thWen
Brian J. Carter Jason Whalen
Executive Director City Attorney
12/1/2025 11/25/2025
APPROVED AS TO FORM:
fAlanpf Baca
Nancy Backus
City of Auburn Mayor
11/25/2025
Q/V[71
4CULTURE PAGE 12