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:
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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/.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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