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RESOLUTION NO.4 1 3 6 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE CITY OF AUBURN TO ACCEPT GRANT FUNDS FROM THE WASHINGTON STATE ARTS COMMISSION PROJECT SUPPORT PROGRAM FOR SPONSORSHIP OF AUBURN SYMPHONY ORCHESTRA PERFORMANCES ON FEBRUARY 17 AND 18, 2007, AS PART OF THE BRAVO SERIES PERFORMANCES WHEREAS, the City of Auburn Arts Commission applied for grant funds to help sponsor performances in an upcoming BRAVO presentation; and WHEREAS, the City of Auburn has been advised that funds in the amount of Two Thousand and No/100s Dollars ($2,000.) have been awarded to support the BRAVO series February 17 and 18, 2007, performances of the Auburn Symphony Orchestra's Pops Concert; and WHEREAS, there is no matching obligation in the acceptance of these funds; and WHEREAS the acceptance of the grant funds will benefit the citizens of Auburn. NOW, THEREFORE, THE COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVES as follows: Section 1. The Mayor and City Clerk of the City of Auburn are herewith authorized to accept a grant from the Washington State Arts Commission -Project Support Program in support of the Auburn Symphony Orchestra's February 17 and 18, 2007 performances in accordance .with the attached Contract No. 2007214. A Resolution No. 4136 January 2, 2007 Page 1 of 2 copy of said contract is attached hereto, denominated as Exhibit "A", and made a part hereof as though set forth in full herein. Section 2. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. This resolution shall be in full force and effect upon passage and signatures hereon. DATED this / ~ ~ day of January, 2007. C ...~"~ ~ ---_~ PETER B. LEWIS MAYOR ATTEST: r f Danielle E. Daskam, G City Clerk APP V AS TO FORM: iel id, City Attorney ---------------------- Resolution No. 4136 January 2, 2007 Page 2 of 2 WASHINGTON STATE ARTS COMMISSION Program: Grants to Organizations -Project Support Program FY2007 Contract No. 2007214 GRANT CONTRACT THIS CONTRACT is made and entered into by and between the WASHINGTON STATE ARTS COMMISSION, 711 Capitol Way S, Suite 600, PO Box 42675, Olympia, WA 98504-2675 hereinafter referred to as the COMMISSION, and Name: Auburn Arts Commission Physical 910 Ninth St SE Address: ........................ Auburn WA 98002-6200 Mailing 910 Ninth St SE . Address: ....................... Auburn WA 98002-6200 Phone No: (253) 931-3043 Web Site: wWW,auburnwa.,gov ........................ Washington State UBI No: 171 000 010 Federal Employee Id. No. 91-6001228 Social Security Number N/A hereinafter referred to as the CONTRACTOR. THE PARTIES MUTUALLY UNDERSTAND AND AGREE AS FOLLOWS: A. PURPOSE OF CONTRACT This Contract sets out the terms and conditions by which the COMMISSION awards a grant to the CONTRACTOR for the purpose of developing, sponsoring, promoting or administering an activity, project or program which is related to the growth and development of the arts and humanities in the State of Washington. RCW 43.46 provides the statutory authorization for making the grant. The funding is administered under WAC Title 30. B. DESCRIPTION OF THE ACTIVITY, PROJECT, OR PROGRAM CONTRACTOR shall use funds awarded under this Contract No. 2007214 solely for the grant proposal funded through the Project Support Program for FY2007 as described in Attachment A: Scope of Work. C. AMOUNT OF GRANT 1. The Commission awards State Funds in the amount of TWO THOUSAND AND 00/100 Dollars ($2,000.00) to the CONTRACTOR. 2. The Commission awards Federal Funds in the amount of ZERO AND 00/100 Dollars ($0.00) to the CONTRACTOR. Annlicable only if Contract includes Federal Funds: Federal Catalog of Domestic Assistance No: 45.025 Federal Grant No: OS-6100-2012 Grant Contract No. 2007214 1 of 3 H. INSURANCE Automobile Liability: In the event that services delivered pursuant to this contract involve the use of vehicles, either owned or unowned by the CONTRACTOR, the CONTRACTOR shall require the owner or driver of the automobile to provide automobile liability insurance. The minimum limit for automobile liability is: $100,000/$300,000 bodily injury and $100,000 property damage. I. ENTIRE CONTRACT This Contract including all attachments contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this contract and attachments shall be deemed to exist or to bind any of the parties. J. FINAL REPORT The CONTRACTOR shall provide a final report to the COMMISSION within 32 days following the Contract Period ending date, submitted according to the forms and format identified in ATTACHMENT E. K. MODIFICATIONS TO GENERAL TERMS AND CONDITIONS NA THIS CONTRACT is executed by the persons signing below who warrant that they have authority to execute this contract. Auburn mmission WASIII N STATE ARTS COMMISSION G~- (sig party authorized to sign for CONTRACTOR) Kris Tucker, Executive Director GiQul~lE ~~ Date: /• ~'~ L~. ~ 7 (printed name of signatory) ~GfUQ~L .4iPfS N/IdA1/4t1LGJ~- (printed title of signatory) Date:_ f~ ~d Q APPROVED AS TO FORM: (Signature of Susan Thomsen, Assistant Attorney General, State of Washington, March, 2003 on file in fiscal office) Grant Contract No. 2007214 3 of 3 GRANT CONTRACT -ATTACHMENT "A" Scope of Work Program: GRANTS TO ORGANIZATIONS Contract No. 2007214 CONTRACTOR: 1. The CONTRACTOR agrees that funds shall be received solely for the services and/or reimbursements described here below: Proiect Support assistance with: Fees for artist Eileen Ivers/Immigrant Soul artist fee Funding does not cover fhe expenses for any schoo/ events or school programs. ....................................................................................................................................................................................................... .................................................................................................................................................................................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . ... . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................................................................................................. . Location and dates: Feb 16, 17, 18, 2007, Auburn Performing Arts Cenfer, Auburn ~ Al! project event locations and dates must be confirmed and submitted to the Commission before payments will be made. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Event Announcement and Documentation: The CONTRACTOR must provide to the Grants to Organizations office of the COMMISSION, any public announcement, press release, or other direct mail or electronic mail announcement of the event(s) funded under this contract. The CONTRACTOR will mail such public announcements to: Grants to Organizations Washington State Arts Commission PO Box 42675 Olympia, WA 98506-2675. Final Reports are due: Every grant recipient must submit a Final Report to the Washington State Arts Commission's Grants to Organizations, 32 days following the contract ending date; this is a contractual obligation for the grant. The completed form must be received by the Washington State Arts Commission (WSAC), Grants to Organizations, by 5:001'. lVi., August 1., 2007. The Final Report Form should be downloaded from the COMMISSION website at www.arts.wa.eov ,under Grants to Organizations. Final Report Penalty: Grant recipients that do not submit Final Reports by the August 1, 2007 deadline will have a 10% penalty deducted from any future grant from Grants to Organizations. LOEO Credit• W4SH1NGTbN 51/4?'E Recipients of grants and programs are asked to credit • Al~T'StpMMISSIQN WSAC in promotional communications about the grant. ~~ The WSAC logo maybe downloaded from the website: www.arts.wa.g_ov. If your grant includes federal funding (which would be stated on page 1 of your contract), you are also N A T I o N A L obligated to credit the National Endowment for the Arts (NEA) in the same manner as WSAC. eNOOwnneNT NEA logos are downloadable at www.arts.gov. FoR THE Anrs GRANT CONTRACT -ATTACHMENT "C" GENERAL TERMS AND CONDITIONS Auburn Arts Commission 2007214 TABLE OF CONTENTS This table of contents is for reference purposes only and shall not be considered a substantive part of this Contract. A. HEADINGS AND DEFINITIONS .............................................................................2 B. GENERAL CONTRACT TERMS Amendments or Modifications ................................................................................ ....2 Conformance with Law ........................................................................................... ....2 Order of Precedence ................................................................................................ ....2 S e verab i t ity .............................................................................................................. .... 2 Waiver of Default or Breach .................................................................................... ....2 C. PERFORMANCE AND GENERAL RESPONSIBILITIES Covenant Against Contingent Fees .......................................................................... ....2 Indemnification ........................................................................................................ .... 3 Independent Capacity of Contractor ........................................................................ ....3 Nonassignability ...................................................................................................... ....3 Publicity/Acknowledgements .................................................................................. ....3 Reproduction ........................................................................................................... ....3 Services within Washington .................................................................................... ....3 D. COMPLIANCE WITH LAWS, RECORDKEEPING AND INSPECTIONS Americans with Disabilities Act .............................................................................. ....3 Compliance with Applicable Law ........................................................................... ....3 Conflict of Interest ................................................................................................... ....3 Hazardous Substances ............................................................................................. ....4 Nondiscrimination Laws .......................................................................................... ....4 Public Disclosure/Confidentiality ............................................................................ ....4 Records, Documents, and Reports ........................................................................... ....4 Registration with Department of Revenue ............................................................... ....4 Right of Inspection .................................................................................................. .... 5 E. FUNDING, REIMBURSEMENT AND BUDGET Advance Payments Prohibited ................................................................................. ....5 Funds not Supplanting ............................................................................................. .... 5 Taxes ........................................................................................................................ .... 5 Travel and Per Diem ................................................................................................ ....5 F. TERMINATION AND DISPUTES Disputes ................................................................................................................... ....5 Governing Law and Venue ...................................................................................... ....5 Savings ................................................................................................................... ....6 Termination for Convenience .................................................................................. ....6 Termination or Suspension for Cause ...................................................................... ....6 G. ADDITIONAL FEDERAL FUNDING REQUIREMENTS Application .............................................................................................................. ....6 Publicity/Acknowledgements ................................................................................. ....6 NEA General Terms and Conditions ....................................................................... ....6 A. HEADINGS AND DEFINITIONS DEFINITIONS - As used throughout this Contract, the following terms shall have the meaning set forth below: Attachment C: General Terms and Conditions 1 Of 6 Grant Contract 2007214 "COMMISSION" shall mean the Washington State Arts Commission, any division, section, office, unit or other entity of the Commission, or any of the officers or other officials lawfully representing that Commission. "AGENT" shall mean the Executive Director, Washington State Arts Commission, and/or the delegate authorized in writing to act on his/her behalf. "CONTRACTOR" shall mean that firm, provider, organization, individual or other entity that has been awarded a grant of funds under this Contract, and shall include all employees of the CONTRACTOR. "NEA" shall mean the National Endowment for the Arts "SUBCONTRACTOR" shall mean one not in the employment of the CONTRACTOR, who is performing all or part of those services under this Contract under a separate contract with the CONTRACTOR. The terms "Subcontractor" and "Subcontractors" mean Subcontractor(s) in any tier. HEADINGS -Headings used in this Contract are for reference purposes only and shall not be considered a substantive part of this Contract. B. GENERAL CONTRACT TERMS AMENDMENTS OR MODIFICATION -This Contract may be amended or modified only by mutual consent of the COMMISSION and CONTRACTOR. To be effective, any amendment or modification must be in writing, signed by all parties, and attached hereto. No oral understanding or agreement binds the parties. CONFORMANCE - If any provision of this contract violates any statute or rule of law of the State of Washington, it is considered modified to conform to that statute or rule of law. ORDER OF PRECEDENCE -The items listed below are incorporated herein by reference. In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order: 1. Applicable Federal and Washington State statutes and regulations including applicable Federal and State Executive Orders. 2. Special Terms and Conditions of this Contract, including a. Scope of Work and b. Modifications to the General Terms and Conditions 3. General Terms and Conditions 4. NEA General Terms and Conditions if Federal funds are committed by this Contract. 5. All other attachments or material incorporated by reference. SEVERABILITY - If any provision of this Contract or any provision of any document incorporated by reference is held invalid, such invalidity shall not affect the other provisions of this Contract which can be given effect without the invalid provision, and to this end the provisions of this Contract are declared to be severable. WAIVER OF DEFAULT OR BREACH-- Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Waiver of any default or breach shall not be construed to be a modification of the terms of the Contract. C. PERFORMANCE AND GENERAL RESPONSIBILITIES COVENANT AGAINST CONTINGENT FEES -The CONTRACTOR warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or a bona fide established agent maintained by the CONTRACTOR for the purpose of securing business. The COMMISSION shall have the right, in the event of breach of this clause by the CONTRACTOR, to annul this Contract without liability, or, in its discretion, to Attachment C: General Terms and Conditions 2 of 6 Grant Contract 2007214 deduct from the contract price or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fee. INDEMNIFICATION - To the fullest extent permitted by law, the CONTRACTOR shall indemnify defend, and hold harmless the State of Washington, including the COMMISSION and all officials, agents, employees of the State from and against any liability, damages, claims, suits and/or expenses arising out of or resulting from performance of this Contract, including, but not limited to, injury to persons or property, failure to follow applicable law, acts that are libelous or slanderous, and the violation or infringement of any copyright, patent, trademark, trade name or unfair trade practice law. The CONTRACTOR's obligation to indemnify, defend, and hold harmless includes any claim by the CONTRACTOR'S agents, employees, representatives, or any subcontractor or its employees. The CONTRACTOR shall be required to indemnify, defend, and hold harmless the State only to the extent claim is caused in whole or in part by negligent acts or omissions of the CONTRACTOR. INDEPENDENT CAPACITY OF CONTRACTOR This Contract creates an independent contractor relationship. The CONTRACTOR and its employees or agents performing under this Contract are not employees or agents of the COMMISSION or the State of Washington. The CONTRACTOR and its employees or agents will not hold themselves out as nor claim to be officers or employees of the COMMISSION or of the State of Washington by reason of this Contract and will not make any claim, demand, or application to or for any right or privilege which would accrue to such an officer or employee under law. The COMMISSION shall not control or otherwise supervise the manner in which this Contract is performed. NONASSIGNABILITY -The CONTRACTOR shall not assign this Contract, any rights or obligations under this Contract, or any claim arising under this Contract without prior written consent of the COMMISSION. PUBLICITY/ACKNOWLEDGEMENTS -The CONTRACTOR shall acknowledge the COMMISSION in all printed or oral material and announcements, including in-person interviews with audio, video, or print journalists, which result from this Contract, as follows: "This program is supported, in part, by a grant from the Washington State Arts Commission." REPRODUCTION -The CONTRACTOR relinquishes to the State and its assigns royalty-free, irrevocable, non- exclusive license to make photographic or graphic reproductions or otherwise use data and copyrightable materials that result from this Contract, provided that such use or reproduction shall be only for government purposes. Data shall include, but is not limited to, reports, documents, pamphlets, other printed matter, photographs, and sound recordings. Government purposes shall include, but are not limited to, (1) internal documents such as memoranda and (2) public releases such as advertising, brochures, media publicity and catalogs or other similar publications, provided that the artist is credited. All reproductions of copyrightable material by the State in public releases shall contain a credit to the artist and a copyright notice in the following form: "©(Artist's name), (date)." SERVICES WITHIN WASHINGTON -The CONTRACTOR agrees that no funds under this Contract will be used for activities or services outside the State of Washington, without prior authorization of the COMMISSION. D. COMPLIANCE WITH LAWS, RECORDKEEPING, AND INSPECTION AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the "ADA" 28 CRF Part 35. -The CONTRACTOR must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, pubic accommodation, state and local government services, and telecommunications. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR shall comply with, and COMMISSION is not responsible for determining compliance with, all applicable and current federal, state, and local laws, regulations, and policies, including all applicable local, state, and federal licensing, accreditation and registration requirements/standards necessary for the performance of this Contract. Attachment C: General Terms and Conditions 3 Of 6 Grant Contract 2007214 In the event of the CONTRACTOR's noncompliance or refusal to comply with any applicable law or policy, the COMMISSION may rescind, cancel or terminate this Contract for cause in whole or in part. The COMMISSION also may declare the CONTRACTOR ineligible for further grant awards from the COMMISSION. CONFLICT OF INTEREST. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the COMMISSION may, by written notice to the CONTRACTOR, terminate this Contract if it is found after due .notice and examination by the COMMISSION that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW, or any similar statute involving the CONTRACTOR in the procurement of, or performance under, this Contract. In the event this Contract is terminated as provided above, the COMMISSION shall be entitled to pursue the same remedies against the CONTRACTOR as it could pursue in the event of a breach of contract by the CONTRACTOR. The rights and remedies of the COMMISSION provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which the Agent makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this Contract. HAZARDOUS SUBSTANCES. The CONTRACTOR will defend, protect and hold harmless COMMISSION and any and all of its employees and/or agents, from and against any and all liability, cost (including but not limited to all costs of defense and attorneys' fees) and any and all loss of any nature from any and all claims or suits resulting from the presence of, or the release or threatened release of, hazardous substances as defined by state and federal law on the property covered by the project. NONDISCRIMINATION LAWS -During the performance of this Contract, the CONTRACTOR shall comply with all federal and state nondiscrimination laws, regulations, or policies. If the CONTRACTOR does not comply or refuses to comply with nondiscrimination laws, regulations or policies, the COMMISSION may rescind, cancel, or terminate this Contract in whole or in part and may also declare the CONTRACTOR ineligible for further contracts with the COMMISSION. The CONTRACTOR shall be given a reasonable time in which to cure noncompliance. Any dispute may be resolved in accordance with the "Disputes" provision in this Contract. PUBLIC DISCLOSURE/CONFIDENTIALITY CONTRACTOR acknowledges that the COMMISSION is subject to Chapter 42.17 RCW, the Public Disclosure Act and that this Contract shall be a public record as defined in RCW 42.17.250 through 42.17.340. Any specific information that is claimed by the CONTRACTOR to be confidential or proprietary must be clearly identified as such by the CONTRACTOR. To the extent consistent with Chapter 42..17 RCW, the COMMISSION shall maintain the confidentiality of all such information marked confidential or proprietary. If a request is made to view the CONTRACTOR's information, the COMMISSION will notify the CONTRACTOR of the request and the date that such records will be released to the requester unless CONTRACTOR obtains a court order enjoining that disclosure. If the CONTRACTOR fails to obtain the court order enjoining disclosure, the COMMISSION will release the request information on the date specified. The CONTRACTOR shall not use or disclose any information concerning the COMMISSION, or information which maybe classified as confidential for any purpose not directly connect with the administration of this Contract except (1) with prior written consent of the COMMISSION, or (2) as may be required by law. RECORDS, DOCUMENTS, AND REPORTS -The CONTRACTOR shall maintain complete financial records, including all accounts, books, records, documents, invoices and other evidence, that sufficiently and properly reflect all direct and indirect costs of any nature expenses incurred and revenues acquired under this Contract. The records must clearly show that matching expenditures, if required, are not less than the amount granted in the approved application and this Contract. The system of accounting employed by the CONTRACTOR shall be in accordance with generally accepted accounting principles, and will be applied in a consistent manner so that the project finances can be clearly identified. These records shall be subject at all reasonable times to inspection, review, or audit by personnel duly authorized by the COMMISSION, the Office of the State Auditor, and Federal officials so authorized by law, rule, regulation, or contract. The CONTRACTOR will retain all books, records, documents, and other materials relevant to this Attachment C: General Terms and Conditions 4 of 6 Grant Contract 2007214 Contract for six years after termination or expiration of the Contract, and make them available for inspection by persons authorized under this provision. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. REGISTRATION WITH THE DEPARTMENT OF REVENUE -The CONTRACTOR shall complete registration, if required by law, with the Washington State Department of Revenue, P.O. Box 47450, Olympia, WA 98504-7450, http://dor.wa.gov. The CONTRACTOR shall be responsible for payment of all taxes due on payments made under this Contract. RIGHT OF INSPECTION -The CONTRACTOR shall cooperate with and freely participate in any monitoring or evaluation activities conducted by the COMMISSION pertinent to the intent of this Contract, including right of entry for periodic site inspections. The CONTRACTOR shall provide right of access to the facilities and/or site of the activity, project, or program to the COMMISSION, or to any of its officers, or to any other authorized agent or official of the State of Washington or the Federal government at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Contract. E. FUNDING. REIMBURSEMENT AND BUDGET ADVANCE PAYMENTS PROHIBITED - No payments in advance or in anticipation of services or supplies to be provided under this Contract shall be made by the COMMISSION. FUNDS NOT SUPPLANTING -The CONTRACTOR agrees that the funds supporting activities and services under this Contract shall not be used to supplant funds normally budgeted for services of the same type. TAXES -All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance or other expenses for the CONTRACTOR or its staff shall be the sole responsibility of the CONTRACTOR. TRAVEL AND PER DIEM - In the event the Contract allows the CONTRACTOR to be reimbursed for out-of- pocket expenses, the CONTRACTOR will be reimbursed for travel expenses at the State rates for mileage and per diem in effect at the time these expenses are incurred. The COMMISSION reserves the right to audit documents supporting billings made for out-of-pocket expenses. F. TERMINATION AND DISPUTES DISPUTES. Except as otherwise provide in this Contract, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing of the other according to the process set out in this section. Either party's request for dispute hearing must be in writing and clearly state: 1. The disputed issue(s); 2. The relative positions of the parties; 3. The CONTRACTOR'S name, address and project title. The requesting party shall mail the request for hearing to the other party within 5 working days after the parties agree that they cannot resolve the dispute. Within 5 working days of receipt of the request, the receiving party shall respond by either accepting or refusing the request for dispute resolution. If both parties agree to a dispute hearing, the dispute shall be heard by a panel of three persons consisting of one person selected by the CONTRACTOR, one person selected by the COMMISSION, and a third person chosen by the two persons initially appointed. Any hearing under this section shall be informal, with the specific processes to be determined by the panel according to the nature and complexity of the issues involved. The process maybe solely based upon written material if the parties so agree. Provisions of this Contract shall govern the panel in deciding the disputes. The parties shall equally share all cost associated with implementation of this process. Attachment C: General Terms and Conditions $ Of 6 Grant Contract 2007214 The decision of the disputes panel shall bind the parties, unless the parties do not have the authority to perform the remedy directed by that panel or the remedy is otherwise unlawful. GOVERNING LAW AND VENUE -Washington law shall govern this Contract. In the event of a lawsuit involving this Contract, venue shall be proper only in Thurston County. SAVINGS If any State, Federal, private, or other funding source withdraws, reduces, or limits in any way the funds appropriated for the work under this Contract prior to normal termination of the Contract, the COMMISSION may terminate the Contract without advance notice. At the COMMISSION'S discretion, the parties may renegotiate the Contract under those new funding limitations and conditions. If this Contract is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Contract prior to the effective date of termination. TERMINATION FOR CONVENIENCE -Either party may terminate this Contract upon 15 days' prior written notification to the other party. If this Contract is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Contract prior to the effective date of termination. TERMINATION OR SUSPENSION FOR CAUSE-In the event the COMMISSION determines the CONTRACTOR has failed to comply with the conditions of this Contract in a timely manner, the COMMISSION has the right to suspend or terminate the Contract. Before suspending or terminating the Contract, the COMMISSION shall notify the CONTRACTOR in writing of the need to take corrective action. If corrective action is not taken within fifteen (15) days of receiving notice, the COMMISSION may terminate or suspend the Contract. If the Contract is terminated for cause, the COMMISSION reserves the right to require the CONTRACTOR to repay all or any portion of funds paid to the CONTRACTOR prior to termination. The CONTRACTOR shall make repayment within thirty (30) days of the demand. If the COMMISSION is required to institute legal proceedings to enforce this repayment provision, the COMMISSION shall be entitled to its costs, including reasonable attorneys' fees. However, repayment shall not be the sole or exclusive remedy available to the COMMISSION. No remedy available to the COMMISSION shall be deemed exclusive. The COMMISSION may elect to exercise any, any combination, or all of the remedies available to it under this Contract, or under any provision of law, common law, or equity. G. ADDITIONAL TERMS AND CONDITIONS IF GRANT INCLUDES FEDERAL FUNDS. APPLICATION -- If federal funds are committed by this Contract, the CONTRACTOR shall abide by the following conditions. PUBLICITY/ACKNOWLEDGEMENTS -The PUBLICITY/ACKNOWLEDGEMENT provision elsewhere in this Contract is hereby amended as follows: "The CONTRACTOR shall acknowledge the COMMISSION and the NEA in all printed or oral material and announcements, including in-person interviews with audio, video, or print journalists, which result from this Contract, as follows: "This program is supported, in part, by a grant from the Washington State Arts Commission and the National Endowment for the Arts." Additionally, all printed materials shall display the NEA logo as per NEA General Terms and Conditions, Attachment F. NEA GENERAL TERMS AND CONDITIONS. The NEA has awarded the federal funds committed by this Contract to the COMMISSION. The COMMISSION is obligated to the NEA to administer the funds according to the NEA General Terms and Conditions set forth in Attachment F. All Legal Requirements (Federal Laws, rules, regulations and OMB Circulars) enumerated in the NEA General Terms and Conditions apply to the CONTRACTOR. As a subgrant recipient, the CONTRACTOR shall abide by the NEA General Terms and Conditions not inconsistent with the Special and General Terms and Conditions of this Contract. Attachment C: General Terms and Conditions 6 Of 6 Grant Contract 2007214