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Notwithstanding any determination by the Executive Ethics Board or other tribunal, the Agency may, in its
<br /> sole discretion, by written notice to the Contractor terminate this contract if it is found after due notice and
<br /> examination by the Agent that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW;
<br /> or any similar statute involving the Contractor in the procurement of, or performance under this contract.
<br /> In the event this contract is terminated as provided above, the Agency shall be entitled to pursue the same
<br /> remedies against the Contractor as it could pursue in the event of a breach of the contract by the Contractor.
<br /> The rights and remedies of the Agency provided for in this clause shall not be exclusive and are in addition
<br /> to any other rights and remedies provided by law. The existence of facts upon which the Agent makes any
<br /> determination under this clause shall be an issue and may be reviewed as provided in the"Disputes"clause
<br /> of this contract.
<br /> COPYRIGHT PROVISIONS
<br /> Unless otherwise provided, all materials produced under this contract shall be considered "works for hire"
<br /> as defined by the U.S. Copyright Act and shall be owned by the Agency. The Agency shall be considered
<br /> the author of such materials. In the event the materials are not considered "works for hire" under the U.S.
<br /> Copyright laws, Contractor hereby irrevocably assigns all right, title, and interest in materials, including all
<br /> intellectual property rights, to the Agency effective from the moment of creation of such materials.
<br /> Materials means all items in any format and includes, but is not limited to, data, reports, documents,
<br /> pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or
<br /> sound reproductions. Ownership includes the right to copyright, patent, register and the ability to transfer
<br /> these rights.
<br /> For materials that are delivered under the contract, but that incorporate pre-existing materials not produced
<br /> under the contract, Contractor hereby grants to the Agency a nonexclusive, royalty-free, irrevocable license
<br /> (with rights to sublicense others) in such materials to translate, reproduce, distribute, prepare derivative
<br /> works, publicly perform, and publicly display. The Contractor warrants and represents that Contractor has
<br /> all rights and permissions, including intellectual property rights, moral rights and rights of publicity,
<br /> necessary to grant such a license to the Agency.
<br /> The Contractor shall exert all reasonable effort to advise the Agency, at the time of delivery of materials
<br /> furnished under this contract, of all known or potential invasions of privacy contained therein and of any
<br /> portion of such document that was not produced in the performance of this contract.
<br /> The Agency shall receive prompt written notice of each notice or claim of infringement received by the
<br /> Contractor with respect to any data delivered under this contract. The Agency shall have the right to modify
<br /> or remove any restrictive markings placed upon the data by the Contractor.
<br /> COVENANT AGAINST CONTINGENT FEES
<br /> The Contractor warrants that no person or selling Agent has been employed or retained to solicit or secure
<br /> this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent
<br /> fee, excepting bona fide employees or bona fide established Agents maintained by the Contractor for
<br /> securing business.
<br /> The Agency shall have the right, in the event of breach of this clause by the Contractor, to annul this contract
<br /> without liability or, in its discretion, to deduct from the contract price or consideration or recover by other
<br /> means the full amount of such commission, percentage, brokerage or contingent fee.
<br /> COVID-19 VACCINATION REQUIREMENT
<br /> Pursuant to Proclamation 21-14.2—COVID-19 Vaccination Requirement, as now or hereafter amended by
<br /> the Governor ("Proclamation"), contractors who have goods, services, or public works contracts with a
<br /> Washington state agency, including the Department of Natural Resources (DNR), must ensure that their
<br /> personnel (including subcontractors) who perform contract activities on-site comply with the COVID-19
<br /> vaccination requirements of the Proclamation, unless exempted as prescribed by the Proclamation.
<br /> Compliance with the Proclamation is mandatory. Contractor shall comply with the Proclamation.
<br /> GRANT AGREEMENT NO. 93-103672 Page 8 of 19
<br /> Form update date:2022.05.16
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