1-19-2007 (Version 2)
Requirements
1. In performing its obligations under this Agreement, Grantee covenants that it shall comply with all relevant Federal Communications Commission regulations and all relevant nondiscrimination and equal employment opportunity laws, rules and regulations. By accepting this Agreement, Grantee agrees to implement these policies as a material term and condition of this Agreement.
2. Grantee shall submit to CPB a copy of any U.S. Comptroller General final audit report concerning the grant award.
3. CPB shall have the perpetual right to duplicate, distribute, disclose and otherwise use all of the information and materials submitted to CPB (including, but not limited to, all narrative reports) or to have or permit others to do so.
4. If, at any time within ten (10) years from the execution of this Agreement, (i) Grantee should cease to be qualified to receive a community service grant from CPB for any or all of Grantee's existing broadcast station(s) that receive benefit (whether equipment, services or otherwise) from the grant award in this Agreement or (ii) Grantee (or any of its broadcast stations) shall sell, transfer, or assign any portion of the equipment acquired by Grantee through the Grant Project to an affiliated entity not then qualified to receive a community service grant from CPB, Grantee shall, upon request of CPB, return any or all of the grant award to CPB.
No Publicity Without Prior Approval
5. Any and all external communications by Grantee related to the existence or terms of this Agreement or to the subject matter of this Agreement, including, but not limited to, press releases or any other public announcements, shall be made only with the prior written approval of CPB.
Representations and Warranties
6. Grantee represents and warrants that:
(a) The individual executing this Agreement on behalf of Grantee has the corporate authority to execute and deliver this Agreement and Grantee has the corporate authority to perform all of its obligations in this Agreement;
(b) Grantee has, or will have prior to the delivery of all of the work product related to this Agreement, all of the rights, releases, clearances and/or licenses with respect to all materials and elements, and all persons participating in or performing services, related to this Agreement that are necessary to grant the rights granted to CPB in this Agreement;
(c) No exercise of CPB's rights, as set forth in this Agreement, will require any payment by CPB to Grantee (other than the payment set by the approved equipment reimbursement) or to any third party whatsoever;
(d) All statements asserted in the documents related to this Agreement, including Grantee's application materials, and submitted to CPB as fact were true, complete and correct as of the date submitted to CPB and were based on careful investigation and research for accuracy; the work product related to this Agreement is not defamatory and will not violate or infringe upon the privacy rights, copyrights or other proprietary rights of any third party;
7. CPB represents and warrants that it has the power, legal capacity and authority to enter into this Agreement and carry out its terms.
Indemnification and Other Remedies
8. Subject to the restrictions detailed in Section 9 below, Grantee hereby agrees to indemnify and hold harmless CPB, its officers, directors and assigns from and/or against any and all actions, claims, damages, costs, liabilities, loss and expenses (including costs of investigation and defense and reasonable attorneys' fees and expenses), whether or not involving a third-party claim, arising from or in connection with the exercise of the rights granted to CPB in this Agreement, or any breach or violation of, any misrepresentation or inaccuracy in, any default under, or any failure to perform or comply with, any representation, agreement, obligation or warranty made by Grantee in this Agreement or any other document delivered to CPB pursuant to this Agreement. Grantee shall notify CPB promptly of any claim or action arising out of, or related to, this Agreement.
9. If Grantee is a state or a state entity, then Grantee shall be subject to the obligations set forth in Section 8 and in Section 9 only to the extent permitted by state law. Furthermore, Grantee shall promptly furnish to CPB, upon CPB's request, such further information as CPB may reasonably request concerning the applicability of state or local law to any part of this Agreement.
Limitation of Liability
10. Notwithstanding anything herein to the contrary, under no circumstances will CPB be liable to Grantee for any indirect, incidental, consequential, special or exemplary damages of any kind in connection with this Agreement, even if CPB has been advised in advance of the possibility of such damages.
Jurisdiction
11. This Agreement is governed by the law of the District of Columbia, applicable to contracts performed entirely therein. Subject to the restrictions detailed in Section 9 above, each party hereto irrevocably agrees that the state and federal courts located in the District of Columbia will have jurisdiction over any suit or other proceeding arising out of, or based upon, this Agreement and each party hereto irrevocably agrees that it is subject personally to the jurisdiction of such courts and waives any claim that it is not subject personally to the jurisdiction of any such court or that any such suit or other proceeding is brought in an inconvenient forum or improper venue.
Miscellaneous
12. This Agreement is the complete understanding of the parties with respect to the project and supersedes and replaces any previous documents, application materials, correspondence, conversations or other written or oral understandings between CPB and Grantee related to the project.
13. No waiver by either party of any breach hereunder will be deemed a waiver of any other breach.
14. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Grantee shall not assign its rights and obligations under this Agreement in whole or in part without the prior written consent of CPB. Any assignment or attempted assignment of rights under this Grant Agreement by Grantee without the prior written consent of CPB may be deemed null and void, at the option of CPB.
15. This Agreement cannot be altered, amended, changed or modified in any respect or particular unless each such alteration, amendment, change or modification is agreed to in writing, signed and delivered by each such party hereto. Any notices required pursuant to, or related to, this Agreement shall also be in writing and notice shall be deemed to have been given three days after being sent by United States certified mail, return receipt requested, postage prepaid to:
For CPB:
Corporation for Public Broadcasting
401 9th Street, NW
Washington, DC 20004-2129
Attn: Office of Business Affairs