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RESOLUTION NO.4 0 3 5
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, ACCEPTING THE
APPROPRIATION AND EXPENDITURE OF THIRTEEN
THOUSAND AND NO/100 DOLLARS ($13,000.) IN GRANT
FUNDS FROM THE CULTURAL DEVELOPMENT
AUTHORITY OF KING COUNTY "4CUL TURE" AND
AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE THE AGREEMENT WITH "4CUL TURE" ON
BEHALF OF THE CITY AND THE CITY OF AUBURN ARTS
COMMISSION
WHEREAS, the Auburn Arts Commission, on behalf of the City of Auburn,
submitted an application to the Cultural Development Authority of King County
"4Culture" for its 2006 sustained arts grant; and
WHEREAS, the City has been advised that it has been approved to receive a
grant from said program in the amount of Thirteen Thousand and No/100s Dollars
($13,000.); and
WHEREAS, acceptance of the grant will benefit the citizens of Auburn;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The City Council of Auburn, Washington hereby accepts a grant
from "4Culture" in the amount of Thirteen Thousand and No/100s Dollars ($13,000),
and authorizes the Mayor and City Clerk to execute, on behalf of the City of Auburn and
the Auburn Arts Commission, Agreement No. 106037A with "4Culture" in a form
substantially as set forth on the copy of the agreement marked as Exhibit "A" attached
hereto and incorporated herein by this reference.
Sectiol1 2. That the Mayor is further authorized to implement such
administrative procedures as may be necessary to carry out the intent of this legislation,
Resolution No. 4035
May 15, 2006
Page 1
including assuring that the grant fund appropriation is included in the appropriate budget
documents of the City.
Section 3. That this resolution shall be in full force and effect upon passages
and signatures hereon.
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DATED and SIGNED this S day of
J (,\/\\ x.....
,2006.
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PETER B. LEWIS
MAYOR
ATTEST:
J)aMcnJ~
Danrelle E. Daskam,
City Clerk
Resolution No. 4035
May 15, 2006
Page 2
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ORIGINAL
Agreement No. 106037 A
Contractor's Federal Taxpayer ID No.
Contractor City of Auburn
Project Title: 2006 Programs, including "Special Projects Re-Grant Program"
Contract Amount: $ 13,000.00 Fund Source: CP - Arts Sustained Support
Contract Period From: 01/01/06 To: 12/31/06
AGENCY SERVICES CONTRACT 2006
THIS CONTRACT is entered into by the CULTURAL DEVELOPMENT AUTHORITY OF KING COUNTY
("4Culture"), whose address is 101 Prefontaine Place South, Seattle, WA 98104-2672 and telephone
number is (206) 296-7580 and the City of Auburn (the "Contractor"), whose address is 910 Ninth Street
SE, Auburn WA 98001 and telephone number is (253) 804-5057. Contractor is an art, cultural or
historical organization or specialist qualified to receive funds pursuant to King County Code Sections 2.48
and 4.42 and RCW 67.28.180 and as hereinafter may be amended. The 4Culture Board of Directors
approved providing funds for this project by Motion No.2006-12.
4Culture desires to provide funds with which the Contractor shall render certain services to King County
citizens. Such services are for the benefit of art museums, cultural museums, heritage museums, the arts,
and/or the performing arts and are consistant with those defined in RCW 67.28.180 ("public Benefit
Services").
4Culture is organized pursuant to King County Ordinance 14482 and RCW 35.21.730, et sea. 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 legislative authority of 4Culture has found and declared that providing funds to Contractor to reimburse
Project costs in consideration of services provided hereunder 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.
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:
AG SVC 06
Page 1 of7
JAMlal>lO
I. SCOPE OF SERVICES
A. The Contractor shall provide services and comply with the requirements set forth hereinafter and
in the following attached exhibits which are incorporated herein by reference:
rgJ Specific Scope of Services & Reimbursement Schedule Attached hereto as Exhibit A
rgJ Project Proposal and Budget Attached hereto as Exhibit B
rgJ Insurance Requirements Attached hereto as Exhibit C
0 Personnel Inventory (K.C.C 12.16.060A)( In combination with Attached hereto as Exhibit D
other agreements, in excess of $25,000 in a calendar year)
0 Affidavit and Certificate of Compliance (K.C.C 12.16.060B) Attached hereto as Exhibit E
(for Agreements in excess of $25,000)
0 Disability Assurance of Compliance/Section 504 (KCC Attached hereto as Exhibit F
12.16.060D) [ORGANIZATIONS ONLY]
B. Purchase of Services. Funds awarded under this Agreement shall be used solely to reimburse
the Contractor for expenses incurred expressly and solely in accordance with the Project Proposal and
Budget and/or the Specific Scope of Services attached. Any amendment or modification to the Project
Proposal and Budget or the Specific Scope of Services and Payment Schedule must be approved in writing
by 4Culture. The work described generally by the Project Proposal and Budget and more specifically by
the Specific Scope of Services shall hereinafter be referred to as the II Project" .
C. In addition to performing the Project, Contractor shall provide any Public Benefit Provisions that
may be specified in the Specific Scope of Services attached.
D. Contractor agrees to acknowledge 4Culture support with inclusion of the approved 4Culture logo
in all marketing and promotional materials during the period this contract is in force:
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CULTURE
Approved logos are available for download in a variety of formats at
http://www.4culture.org/partner/logos
KING COUNTY LODGING TAX
E. The Contractor agrees to notify 4Culture in advance of any public Project activities, including but
not limited to ground breaking events, dedications, and other public programs.
II. DURATION OF CONTRACT
This Agreement shall commence on January 1. 2006 and shall terminate on December 31. 2006.
This Agreement, however, may be terminated earlier as provided in Section IV hereof.
III. COMPENSATION AND METHOD OF PAYMENT
A. 4Culture shall reimburse the Contractor for its actual and authorized expenditures incurred in
satisfactorily completing the Specific Scope of Services attached and otherwise fulfilling all requirements
specified in this contract in an aggregate amount not to exceed $13.000.00.
AG SVC 06
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B. Contractor may apply to 4Culture for reimbursement upon completion of specified phases as
detailed in the Specific Scope of Services and Reimbursement Schedule attached to this contract.
C. Contractor shall submit an invoice and all accompanying reports in the forms attached hereto as
"EXHIBITS", not more than 30 days after the completion of each specified phase identified in the Specific
Scope of Services and Reimbursement Schedule. 4Culture will initiate authorization for payment after
approval of corrected invoices and reports. 4Culture shall make payment to the Agency not more than 60
days after the appropriate invoice is received.
D. Contractor shall submit its final invoice and all outstanding reports within 30 days of the date this
Agreement terminates. If the Agency's final invoice and reports are not submitted by the day specified in
this subsection, 4Culture will be relieved of all liability for payment to the Agency of the amounts set forth in
said invoice or any subsequent invoice
E. Accompanying the final invoice for the project, the Contractor shall also submit:
1. A project evaluation report upon the form provided by 4Culture.
2. If 4Culture requests, at least two images (prints, slides, or digital images accompanied by
a high-quality print-out) of publishable quality for use by 4Culture to publicize its funding programs. Photos
shall have credits, caption information, and permission to publish.
F. If the Contractor fails to comply with any terms or conditions of this contract or to provide in any
manner the work or services agreed to herein, 4Culture may withhold any payment to the 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 4Culture's right to terminate this contract as provided in Section IV, any other
rights of4Culture under this Agreement and any other right or remedy available t04Culture at law or in
equity.
IV. TERMINATION OF AGREEMENT
A. If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner its
obligations under this Agreement or if the Contractor shall violate any of its covenants, agreements or
stipulations of this Agreement, 4Culture may terminate this Agreement and withhold the remaining
allocation. Priorto so terminating this Agreement, 4Culture shall submit written notice to the Contractor
describing such default or violation. 4Culture shall not so terminate this Agreement if 4Culture determines
that Contractor has, within twenty (20) days of the date of such notice, fully corrected such default or
violation.
V. MAINTENANCE OF RECORDS
A. The Contractor shall maintain accounts and records, including personnel, property, financial, and
programmatic records and other such records as may be deemed necessary by 4Culture to ensure proper
accounting for all contract funds and compliance with this Agreement. 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 Agreement.
B. These records shall be maintained for a period of six (6) years after termination of this
Agreement unless a longer retention period is required by law.
AG SVC 06
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VI. AUDITS AND EVALUATIONS
A. The records and documents with respect to all matters covered by this Agreement 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 Agreement and six (6) years after termination hereof.
B. The 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. The Contractor agrees to cooperate with 4Culture in the evaluation of the 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 42.17 (Public Records Act).
VII. PROPRIETARY RIGHTS
If any patentable or copyrightable material or article should result from the Project, all rights
accruing from such material or article shall be the sole property of Contractor. Contractor agrees to and
does hereby grant to 4Culture, an irrevocable, nonexclusive, and royalty-free license to use, according to
law, any material or article and use any method that may be developed as part of the work under this
Agreement. The foregoing license shall not apply to existing training materials, consulting aids, checklists,
and other materials and documents of Contractor which are modified for use in the performance of this
Agreement.
VIII. FUTURE SUPPORT
4Culture makes no commitment to support the services contracted for herein nor guarantee
regarding the success of the services and assumes no obligation for future support of the Project except as
expressly set forth in this Agreement.
IX. HOLD HARMLESS AND INDEMNIFICATION
A. In providing services under this Agreement, the Contractor is an independent contractor, and
shall determine the means of accomplishing the results contemplated by this Agreement. Neither the
Contractor nor its officers, agents or employees are employees of 4Culture for any purpose. The
Contractor shall comply with all applicable federal and state laws and regulations regarding employment,
minimum wages and hours, and discrimination in employment. The 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. The 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 the Contractor, its employees and/or others by reason of this Agreement. To the
extent allowed by law, the 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) the Contractor's failure to pay any such compensation, wages, benefits, or
taxes; (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees
or other suppliers in connection with or support of the performance of this Agreement. The Contractor shall
also defend, indemnify, and 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.
AG SVC 06
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B. To the full extent provided by applicable law, the 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 acts or omissions of the
Contractor, its officers, employees, and/or agents, except to the extent resulting from 4Culture's sole
negligence. 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
4.24.225, 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. In the event 4Culture
incurs any judgment, award and/or cost arising there from including attorneys' fees to enforce the
provisions of this article, all such fees, expenses, and costs shall be recoverable from the Contractor.
Claims shall include, but are not 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.
X. INSURANCE REQUIREMENTS
The Contractor shall procure and maintain for the duration of this Agreement insurance as
described on the Exhibit labeled as Insurance Requirements attached here to.
XI. 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 the Contractor agrees to abide by all the conditions of said Chapter.
Failure by the 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 Specific Scope of Contract Services funded herein, has or shall have any beneficial interest, directly
or indirectly, in this contract. The Contractor further represents, warrants and covenants neither it nor any
other person beneficially interested in this Agreement 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 Agreement. The Contractor shall take all appropriate steps to assure compliance with this
provision.
AG SVC 06
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XII. NONDISCRIMINATION
During the performance of this Agreement, 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.
The Contractor shall maintain, until 12 months after completion of all work under this contract, all
written quotes, bids, estimates or proposals submitted to the Contractor by all businesses seeking to
participate in this Agreement. The Contractor shall make such documents available to 4Culture for
inspection and copying upon request.
XIII. NOTICES
Whenever this Agreement provides for notice to be provided by one party to another, such notice
shall be in writing and directed to the chief executive officer of Contractor and the Executive Director of
4Culture at the addresses first written above. Any time within which a party must take some action shall be
computed from the date that the notice is received by said party.
XIV.GENERAL PROVISIONS
No modification or amendment to this Agreement shall be valid unless made in writing and signed
by the parties hereto. Proposed changes which are mutually agreed upon shall be incorporated by written
amendments to this Agreement. 4Culture's failure to insist upon the strict performance of any provision of
this Agreement 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 Agreement. In the event any term
or condition of this Agreement or application thereof to any person or circumstances is held invalid, such
invalidity shall not affect other terms, conditions, or applications of this Agreement which can be given
effect without the invalid term, condition, or application. To this end, the terms and conditions of this
Agreement are declared severable. The parties agree that this Agreement is the complete expression of
the terms hereto and any oral or written 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
Agreement.
XV. 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 Agreement. 4Culture may
pay someone else to help enforce this Agreement, 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.
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XVI. SURVIVAL
The terms and conditions of Sections III, V, VI, VII, VIII, IX, XI, XII, XIII, XIV and XV shall survive the
termination of this Agreement and shall be continuing obligations of the parties.
4CUL TURE:
Date
AG SVC 06
A6~trirector
P e.-.\- t>V'- R. L_e-uJ \ 'S
Name (Please type or print)
m ~~Oy
Title (Please type or print)
JUN I) 2006
Date
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Exhibit A
SCOPE OF SERVICE
City of Auburn and 4Culture, the Cultural Development Authority of King County, mutually agree that
the following services be provided in accordance with the application and contract work sheet submitted to
and approved by the 4Culture Board of Directors.
Support for 2006 Programs, including "Special Projects Re-Grant Program" supporting public cultural events
and programs throughout Auburn. Events are open and publicized to the community.
AMOUNT $13,000.00
For artist fees and program expenses. Payable upon completion, submittal of invoice and documentation
regarding:
· Final budget, actual
· Completion of evaluation form
· Final report of program activities
· Programs, brochures, flyers if available
PUBLIC BENEFIT
Programs will be accessible to a broad range of King County citizens.
PUBLICITY/PROMOTION POLICY
Prominent acknowledgment of 4Culture/ King County Lodging Tax Fund is required of all recipients for use
in all publicity and promotional materials, including, but not limited to brochures, press releases, programs,
posters, public service announcements, flyers and advertisements.
Final payment will not be made until acknowledgment is submitted on printed material