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HomeMy WebLinkAbout121517A 4 Culture Grant4CULTURE PAGE 1 GRANT INFORMATION CONTRACTOR INFORMATION City of Auburn Allison Hyde Arts Coordinator 910 Ninth Street SE Auburn, Washington 98002 (253) 931-3052 Your Contract #: 121517A K C Building for Equity Arts Cultural Facilities - 300601 Motion #: 2021-23 PROGRAM INFORMATION Attached is your Contract with 4Culture for $28,000.00 for the Auburn’s Arts & Culture Center Phase Two project. The contract starts on 04/01/21 and remains open until the Public Benefit is fulfilled. For questions, contact Maya Santos at maya.santos@4culture.org or (206) 263-0691. SCOPE OF SERVICE 4Culture, the Cultural Development Authority of King County, has developed an initiative in consultation with the King County Executive and Council called Building for Equity. This program will invest up to twenty million dollars in arts, heritage and preservation organizations, facilities and activities throughout King County. The program was authorized by King County Ordinance #18939 and approved by the 4Culture Board of Directors through their motion #2019-30, approved April 24, 2019. This project is receiving funds as one of the grants authorized by the 4Culture Board on April 28, 2021 in their motion #2021-23. King County and 4Culture, the Cultural Development Authority of King County, will reimburse the City of Auburn for satisfactory completion of the services and requirements as specified below, in an amount not to exceed $28,000.00, for expenses associated with Auburn Arts & Culture Center Phase 2 project as described in the award made by King County Ordinance #18939, and the proposal attached to this contract. Payment will be made available in the following manner: 4CULTURE PAGE 2 PHASE 1: $28,000.00 For direct project expenses related to the Auburn Arts & Culture Center Phase 2 which allows for initial modifications and improvements to Auburn Arts & Culture Center's lower level. Payable upon receipt of 4Culture invoice(s) and approval of project documentation relating to: Demolishing unnecessary walls and systems Repair flooring New lighting systems Restroom improvements/renovations HVAC improvements/modifications Preparation of spaces for classrooms, cultural partnership meeting uses, and performing arts rehearsal spaces Requests for reimbursement may be submitted in one or more invoices for multiple phases as costs are paid. NOTE: ONLY “CAPITAL COSTS” are eligible for reimbursement under this contract. All funds must support facilities and/or equipment intended for 10-year use and valued as depreciable assets, not expensed as part of annual operations. Deliverables Completed 4Culture reimbursement request(s) submitted through apply.4culture.org, including: Documentation that identifies vendors and details the work performed and dates the expenses were incurred. Such documentation shall include, but is not limited to, proofs of purchase, work orders or receipts for purchases; The final project budget; Final narrative report documenting completed project activities to 4Culture (as outlined above). This report should include: o Information about outreach efforts used to hire vendors, contractors, and services o A brief project overview including 2 - 4 publishable, electronic images documenting project activities for use by 4Culture to publicize its grant program; A document that contains photo credits, caption information, and a statement of permission for 4Culture to use images for marketing purposes. If you have any questions about image content or criteria please review the Heritage Photo Documentation Requirements available on the 4Culture website at http://www.4culture.org/grants-artist- calls/manage-your-grant/. 4CULTURE PAGE 3 Acknowledgements & Notification of Events Project directors are requested to notify Maya Santos at 4Culture (maya.santos@4culture.org or 206-263-0691) in advance of any project activities, including but not limited to workshops, exhibit openings, and public programs. Prominent acknowledgment of 4Culture is required of all recipients for use in all publicity and promotional materials, including, but not limited to brochures, websites, press releases, programs, posters, public service announcements, flyers and advertisements. Evidence of the project’s promotion must be included in the final project report. You may obtain an electronic file of 4Culture’s logo on our website at https://www.4culture.org/grants-artist-calls/4culture-logo/. PUBLIC BENEFIT 4Culture is providing funds to support the City of Auburn in order to allow them to better serve the residents of King County and provide them with significant public benefit. The City of Auburn will better allow the County to provide publicly accessible arts and culture experiences for a period of no less than specified in the agreement governing this award. During that time, the public will regularly have access to the City of Auburn's Auburn Arts & Culture Center programs, and will benefit from participation in the following types of potential opportunities: Accessible Community Arts and Cultural Programming: The Arts & Culture Center will provide increased access to the arts and cultural education for the local and regional community. The newly renovated lobby space and multipurpose rooms can offer new public programs like music and dance performances, visual arts exhibitions, literary arts events, and other cultural gatherings. Programming will also include arts education for all ages, including after-school programs that can target youth and at-risk youth. The goal is to make the economic, educational and civic benefits of the arts available to all communities by broadening public access to the arts and reducing barriers to cultural participation. 4CULTURE PAGE 4 Partnerships and Collaborations: Results of a community survey have shaped programming for the Arts & Culture Center. The Center will showcase arts, crafts and host events in order to strengthen cultural partnerships and celebrate the cultural diversity in our community, for example: showcasing basket weavings of the Muckleshoot Tribe; hosting an annual Dia de Muertos art event, offering traditional Ukrainian crafts like intricately decorated “pysanky” Easter eggs, as well as traditional art and performances from other cultures. Collaborations will also be developed with the neighboring Auburn Avenue Theater to host pre- and post- theater events, and City staff continue to work with local arts and cultural organizations on additional partnership opportunities. Activated Downtown Core & Increased Economic Vitality: Auburn is a growing community with a population of approximately 75,000. Recent downtown developments have brought hundreds of new citizens to the downtown core and two new, mixed-use developments will add approximately 500 additional downtown residents living within one block of the future Arts & Culture Center. With Auburn’s richly diverse and growing community, the Arts & Culture Center will become a vibrant cultural hub of arts programming and gathering spot for the community. Downtown businesses will benefit from the increased foot traffic, energy, and sense of community created by the Auburn Arts & Culture Center. The Contractor agrees to widely publicize its public benefit performances, events and programs throughout King County and to track the number of public benefit events and audiences served by such programs. 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. 4CULTURE PAGE 5 2.Enclosures – Please download and complete any required enclosures listed below and e- mail to 4Culture at attachments@4culture.org. Enclosures with private information (e.g. social security numbers on a W-9) may be mailed to 4Culture, 101 Prefontaine Pl S, Seattle, WA 98104-2672. a. Items to be returned at the time you sign the contract: W-9 Certificate Of Liability Insurance naming 4Culture as additional insured on your policy (supplied by your insurance provider). View a sample COLI 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 6 CONTRACT FOR CAPITAL CONSTRUCTION AND/OR FIXED ASSET PURCHASE THIS CONTRACT is entered into by THE CULTURAL DEVELOPMENT AUTHORITY OF KING COUNTY (“4CULTURE”), whose address is 101 Prefontaine Pl S, Seattle, WA 98104-2672 and telephone number is (206) 296-7580 and the Contractor as named on the attached Contract Information Sheet. Contractor is an art, cultural or historical organization 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 in the motion referenced in the Grant Information sheet. 4Culture desires to provide funds with which the Contractor shall render certain services in connection with the construction/renovation of a facility, acquisition of a facility, or purchase of fixed assets that will benefit King County citizens by increasing cultural infrastructure in King County to broaden access to art museums, cultural museums, heritage museums, historic structures, and/or the performing arts. Those services 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 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 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: I. SCOPE OF SERVICES A. The Contractor shall provide services and comply with the requirements set forth hereinafter and in the Grant Information sheet Specific Scope of Services. 4CULTURE PAGE 7 B. Construction and Fixed Assets Purchase. 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 made by Contractor, and the final agreed upon Specific Scope of Services as drafted by 4Culture. Any amendment or modification to the Project Proposal and Budget or the Specific Scope of Contract Work 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 Contract Work, including an identified Public Benefit, shall hereinafter be referred to as the “Project”. C. The Contractor agrees to use any improvement constructed and any fixed assets purchased through this contract to provide Public Benefit Services for a period of not less than 10 years from the date of purchase. Should the Contractor, prior to the expiration of this ten-year period, dissolve its operations, relocate outside of King County or determine that it no longer needs the improvement constructed or equipment purchased hereunder, Contractor shall notify 4Culture thereof and, upon 4Culture’s request, such improvements (to the extent practicable) and such equipment, shall be transferred without additional consideration to a King County based non-profit art, cultural or historic organization selected by 4Culture in its sole discretion. D. Contractor agrees to acknowledge 4Culture support in any permanent signage produced for the Project, 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 “this project was supported, in part, by an award from 4Culture/King County Lodging Tax”, and/or by the use of the 4Culture logo. E. The Contractor agrees to notify 4Culture whenever possible in advance of any public benefit Project activities, ground breaking events or dedications. F. Any project involving construction, restoration or rehabilitation work on an historic structure is subject to the following additional requirements: 1. Any rehabilitation and/or restoration project involving an historic resource listed on the National Register of Historic Places or a local landmarks register, or determined eligible for said registers including a resource in process of nomination, must adhere to The Secretary of the Interior’s Standards for Treatment of Historic Properties. 2. Any rehabilitation and/or restoration project that would affect any designated feature(s) of significance of a King County Landmark or local landmark designated by way of an interlocal agreement for preservation services with King County, including a contributing property located within an historic district, must obtain a Certificate of Appropriateness (COA) from the King County Landmarks Commission prior to obtaining a building permit or commencing construction. 4CULTURE PAGE 8 3. Any rehabilitation and/or restoration project that would affect a designated landmark located in a jurisdiction that is a Certified Local Government (CLG) with professional staff, must provide evidence that it has received any formal approval required by law from a qualified design review board prior to obtaining a building permit or commencing construction. II. DURATION OF CONTRACT This Agreement shall commence on the dates noted on the Contract Information Sheet and shall terminate upon the later of (1) completion of the Specific Scope of Contract Work and payment of the final invoice or (2) the end time period specified, if any, Public Benefit Provisions. 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 and otherwise fulfilling all requirements specified in this contract in an aggregate amount as indicated on the Contract Information Sheet. B. Contractor may apply to 4Culture for reimbursement upon completion of specified phases of the Specific Scope of Services. All invoices for reimbursement for specific phases of the Project shall include documentation that identifies vendors, details costs for labor and materials and specifies the 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 for the project, the Contractor shall also submit a brief project status report and digital images of publishable quality for use by 4Culture to publicize the grant program. 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 and approval by 4Culture. E. 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 the 4Culture right to terminate this contract as provided in Section IV, any other rights of 4Culture under this Agreement and any other right or remedy available to 4Culture at law or in equity. 4CULTURE PAGE 9 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. Prior to 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. B. Reimbursement for services performed by the Contractor, and not otherwise paid for by 4Culture prior to the effective date of a termination under subsections B and C herein, shall be as 4Culture reasonably determines. C. In the event of termination for cause, the 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 the Contractor by 4Culture and all equipment, personal property and trade fixtures acquired as part of the Specific Scope of Contract Work. V. SECURITY AGREEMENT A. Contractor grants to 4Culture a security interest in any fixed assets and equipment purchased in whole or in part with funds provided under this Agreement including all attachments, accessions, accessories, tools, parts, supplies, increases, and additions to and all replacements of and substitutions for such property and all proceeds thereof (all of the foregoing items described in this sentence, the “Collateral”) to secure the Contractor’s obligations to 4Culture under this Agreement (the “Indebtedness”). Contractor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. Without limiting the foregoing, Contractor shall hold all proceeds of the Collateral (including but not limited to insurance proceeds) in trust for 4Culture and shall not commingle them with any other funds, and shall immediately pay them to 4Culture for application to the Indebtedness. Contractor shall promptly notify 4Culture of any loss or damage to the Collateral. 4Culture may make proof of loss if Contractor fails to do so within fifteen (15) days of the casualty. 4CULTURE PAGE 10 B. Each of the following shall constitute an Event of Default under this Agreement: (1) Failure of Contractor to in any way perform an obligation when due on the Indebtedness; (2) The dissolution, liquidation, or any other termination of Contractor’s existence as a going business, the insolvency of Contractor, the appointment of a receiver for any part of Contractor’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Contractor; (3) Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Contractor or by any governmental agency against the Collateral or any other collateral securing the Indebtedness. If an Event of Default occurs under this Agreement, at any time thereafter, all of the indebtedness shall be, at 4Culture’s option, immediately due and payable, 4Culture shall have all the rights of a secured party under the Washington Uniform Commercial Code, as amended from time to time. In addition, 4Culture shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. VI. MAINTENANCE OF RECORDS A. The 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 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. VII. 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. 4CULTURE PAGE 11 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). VIII. CONTRACT MODIFICATIONS No modification or amendment of this Agreement shall be valid unless made in writing and signed by the parties hereto. IX. NO WAIVERS 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. X. 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. XI. OWNERSHIP OF PROJECT/CAPITAL FACILITIES Contractor and 4Culture agree and acknowledge that the real property improved and the personal property and fixtures acquired as part of the Project are not owned by 4Culture and 4Culture does not expect to acquire any ownership interest in or title to the capital facilities and/or equipment constructed or purchased under this Agreement. 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. 4CULTURE PAGE 12 XII. 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 the 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. 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. 4CULTURE PAGE 13 XIII. INSURANCE REQUIREMENTS A. Contractor shall procure, at its sole cost and expense, Commercial General Liability insurance against claims for injuries to persons or damages to property which may arise from, or in connection with the performance of work hereunder by the Contractor, his agents, representatives, employees, and/or subcontractors. The costs of such insurance shall be paid by the Contractor or subcontractors. Each policy shall be written on an "Occurrence" basis. B. Minimum Scope of Insurance shall be Insurance Services Office form number (CG 00 01 Ed. 11-88)—Minimum Combined Single Limit of $1,000,000 BI & PD with a General Aggregate per project. C. Deductibles and Self Insured Retentions Any deductibles or self-insured retentions must be declared to, and approved by, 4Culture. The deductible and/or self-insured retention of the policies shall not apply to the Contractor's liability to 4Culture and shall be the sole responsibility of the Contractor. D. Other Insurance Provisions The insurance policies are to 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 as respects liability arising out of activities performed by or on behalf of the Contractor in connection with this Agreement. b.) To the extent of the Contractor's negligence, the Contractor's insurance coverage shall be primary insurance as respects 4Culture, its officers, employees, and agents. Any insurance and/or self-insurance maintained by 4Culture, its officers, employees, or agents shall not contribute with the Contractor's insurance or benefit the Contractor in any way. c.) The 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 life 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. 4CULTURE PAGE 14 E. Acceptability of Insurers Unless otherwise approved in writing by 4Culture, insurance is to be placed with 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. F. 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. XIV. 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. XV. 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 the 4Culture for inspection and copying upon request. 4CULTURE PAGE 15 XVI. SEVERABILITY 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 that can be given effect without the invalid term, condition, or application. To this end the terms and conditions of this Agreement are declared severable. XVII. ENTIRE CONTRACT The parties agree that this Agreement 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 Agreement. XVIII. 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. 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 Agreement, then such prevailing party shall be entitled to reasonable attorneys' fees in addition to costs and necessary disbursements. 4CULTURE PAGE 16 XIX. SURVIVAL The terms and conditions of Sections I.D, V, VI, VII, IX, XII, XIII, XIV, XV, and XVIII shall survive the termination of this Agreement and shall be continuing obligations of the parties. 4CULTURE:CONTRACTOR: APPROVED AS TO FORM: Brian J. Carter 6/30/2022 Executive Director Nancy Backus City of Auburn Mayor 6/10/2022 City Attorney Kendra Comeau 5/27/2022