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General Provisions - 1
<br />ATTACHMENT
<br />GENERAL PROVISIONS TO LODGING TAX GRANT AGREEMENT
<br />1. Engagement. The City hereby agrees to grant the Grant Recipient money, and the Grant
<br />Recipient hereby agrees to use the money in a competent and professional manner in furtherance of the
<br />Scope of Work as defined in the Basic Provisions. The Scope of Work so identified is hereafter referred to
<br />as the “Work.” Without a written directive of an authorized representative of the City, the Grant Recipient
<br />shall not utilize the money for any uses that are in addition to, or beyond the scope of, the Work.
<br />2. Intellectual Property. All intangible property created in furtherance of the Work may be
<br />used by the City for any purposes, whether the purpose for which they are made is executed or not, and
<br />may be used without the consent of the Grant Recipient. The Grant Recipient retains all intellectual
<br />property rights in documents and intangible property created by the Grant Recipient prior to engagement,
<br />or not created by the Grant Recipient for its performance of this Agreement.
<br />3. Time of Beginning and Completion of Performance. This Agreement shall commence as
<br />of the date of execution of this Agreement and all Work shall be completed by the Work Completion Date
<br />in the Basic Provisions.
<br />4. Compensation. The City shall pay the Grant Amount stated in the Basic Provisions for
<br />completed Work, as set forth in Payment Information in the Basic Provisions. Such payment shall be full
<br />compensation including, but not limited to all labor, materials, supplies and incidentals necessary to
<br />complete the Work.
<br />5. Termination. The City may terminate this Agreement upon seven days prior written
<br />notice. Unless terminated by the Grant Recipient’s material breach, the Grant Recipient shall be paid or
<br />reimbursed for all Work completed prior to the date of such termination notice and work completed after
<br />such notice date that was reasonably necessary to terminate the Work in an orderly manner. The City
<br />does not, by this Section 5 waive, release, or forego any legal remedy for any violation, breach, or non-
<br />performance of any of the provisions of this Agreement
<br />6. Subletting / Assignment of Contract. The Grant Recipient shall not sublet or assign any
<br />of the Work without the express, prior written consent of the City.
<br />7. Indemnification: Except as otherwise provided in this Section, the Grant Recipient hereby
<br />agrees to the maximum extent allowed by law to defend and indemnify and save harmless the City from
<br />any and all Claims arising out of, in connection with, or incident to any negligent or intentional acts, errors,
<br />omissions, or conduct by Grant Recipient (or its employees, agents, representatives or
<br />subcontractors/subconsultants) relating to this Agreement, whether such Claims sound in contract, tort,
<br />or any other legal theory. The Grant Recipient is obligated to defend and indemnify and save harmless
<br />the City pursuant to this Section whether a Claim is asserted directly against the City, or whether it is
<br />asserted indirectly against the City, e.g., a Claim is asserted against someone else who then seeks
<br />contribution or indemnity from the City. The Grant Recipient’s duty to defend and indemnify and save
<br />harmless pursuant to this Section is not in any way limited to, or by the extent of, insurance obtained by,
<br />obtainable by, or required of the Grant Recipient. The Grant Recipient’s obligations under this Section 10
<br />shall not apply to Claims caused by the sole negligence of the City. Solely and expressly for the purpose
<br />of its duties to indemnify and defend and save harmless the City, the Grant Recipient specifically waives
<br />any immunity it may have under the State Industrial Insurance Law, Title 51 RCW. The Grant Recipient
<br />recognizes that this waiver of immunity under Title 51 RCW was specifically entered into pursuant to the
<br />provisions of RCW 4.24.115 and was the subject of mutual negotiation. As used in this Section: (1) “City”
<br />includes the City, the City’s officers, employees, agents, and representatives and (2) “Claims” include, but
<br />is not limited to, any and all losses, penalties, fines, claims, demands, expenses (including, but not limited
<br />to, attorney’s fees and litigation expenses), suits, judgments, or damages, irrespective of the type of relief
<br />sought or demanded, such as money or injunctive relief, and irrespective of whether the damage alleged
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