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25-098.00SpokaneHousingAuthorityCHIPGrantAssignment&Assumption
Contract No. 25-098.00 CONTRACT ASSIGNMENT & ASSUMPTION Spokane Housing Authority (SHA) This Contract Assignment & Assumption ("Agreement") is made and entered into by and between the City of Spokane Valley, a code city of the State of Washington ("Assignor"), and the Spokane Housing Authority, a public body corporate and politic of the state of Washington, located in Spokane County, Washington ("Assignee"), individually hereafter referenced as a "Party", and together as the "Parties". WHEREAS, Assignor, with the assistance of Assignee applied for a Connecting Housing to Infrastructure Program Grant ("CHIP Grant") to support the development of affordable housing by paying for utility infrastructure improvements for the Assignee's Appleway project (the "Project"); and WHEREAS, Assignor and the Washington State Department of Commerce ("Commerce") entered into a contract on April 21, 2025, Contract Number 24-96722-027 ("CHIP Contract"), wherein Commerce awarded a CHIP Grant of $1,000,000.00 for the Project; and WHEREAS, pursuant to the CHIP Contract, the Assignor is a pass through entity for the purposes of reimbursing eligible Project costs that comport with the terms of the CHIP Contract; and WHEREAS, Assignee is required to enter into this Agreement with the Assignor in order to facilitate the reimbursement of eligible Project costs; and WHEREAS, Paragraph 7 of the General Terms and Conditions of the CHIP Contract provides "Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the Grantee without prior written consent of COMMERCE"; and WHEREAS, Assignor, as the Grantee named in the CHIP Contract, has received written consent from Commerce to assign the CHIP Contract to Assignee, and desires to do so. NOW THEREFORE, IN CONSIDERATION of the terms and conditions contained herein the Parties agree as follows: The above "whereas clauses" and terms are incorporated herein by this reference. 1. Assignment & Assumption. For the mutual benefits received by Assignor and Assignee, and except as specifically described within this Agreement: A. Assignor assigns, transfers and conveys all of its rights, title, interest, and obligations under the CHIP Contract, Contract Number 24-96722-027, attached hereto as Exhibit A, to the Assignee upon execution by the Parties. B. Assignee accepts the Assignment and agrees to assume all requirements and contractual rights and liabilities under the CHIP Contract, Contract Number 24-96722-027, attached hereto as Exhibit A, including without limitation the requirement to ensure that all contract terms and conditions in the CHIP Contract flow down to Assignee's contractors and subcontractors of any tier. Assignee shall complete the Project consistent with CHIP Contract by furnishing all labor, supervision, tools, materials, supplies, and equipment and other items necessary for the construction and completion of the Project. Assignee shall comply with all applicable local, state, and federal rules, regulations, and Assignment and Assumption Page 1 of 4 laws during its performance of its duties and responsibilities under the CHIP Contract. 2. Consent of the State. The State has preapproved the CHIP Contract to be assigned in full by the Assignor to Assignee as Assignor's affordable housing partner, the Spokane Housing Authority. 3. All terms incorporated. All terms of the CHIP Contract, Contract Number 24-96722-027, attached hereto as Exhibit A, are incorporated into this Agreement. In addition, Assignee agrees to comply with all applicable local, state, and federal rules, regulations, and laws in its performance of its duties and responsibilities under the CHIP Contract. 4. Facilitating payment. In order for the Assignor to facilitate payment of the awarded CHIP Grant funds to Assignee, Assignor and Assignee specifically agree to the following terms, which shall govern reimbursement requests from Assignee to Assignor and payment therefore: Assignee shall submit to the Assignor properly completed invoices along with any other necessary information reasonably requested by the Assignor or required by Commerce. Assignor shall submit such documentation to Commerce to apply for reimbursement funds. Within 30 days of approval and payment of funds by Commerce to the Assignor, Assignor will make payment to Assignee. Assignor shall only be responsible for making payment to Assignee with funds received from Commerce. In no event shall the Assignor be obligated to reimburse Assignee for any costs incurred by Assignee prior to Commerce approving such reimbursement request and Assignor receiving such funds from Commerce. Invoices and documentation sent to the Assignor by Assignee shall describe and document, to Assignor's satisfaction, a description of the work performed, the progress of the project, and fees. The invoice shall include the Commerce Contract Number 24-96722-027 and Assignor Contract Number 25-098.00. If expenses are invoiced, Assignee shall provide a detailed breakdown of each type. A receipt must accompany any single expense in the amount of $50.00 or more in order to receive reimbursement. Reimbursement by the Assignor to the Assignee shall be sent to the address designated by the Assignee. No payments in advance or in anticipation of services or supplies to be provided shall be made by Assignor. Invoices and supporting documentation are due on the 20th of the month following the provision of services, or as needed. Final invoices for a state fiscal year should be invoiced by June 15th of each year. The Assignee shall not bill Assignor for services performed pursuant to this Agreement, and Assignor shall not be obligated to pay the Assignee, if the Assignee is entitled to payment or has been or will be paid by any other source, including grants, for that service. The Assignee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors. Assignor may, in its sole discretion, withhold payments claimed by the Assignee for services rendered if the Assignee fails to satisfactorily comply with any term or condition of this Agreement or the CHIP Contract attached hereto. Such withholding of payment shall be in addition to any other remedies available to Assignor by law. If any costs are determined by Commerce to be ineligible for reimbursement, the Assignor shall have no obligation to pay the Assignee for those costs. If the Assignor makes a payment to the Assignee that is ultimately determined by Commerce to not be eligible for reimbursement then the Assignee shall immediately refund the Assignor such payment. If Commerce terminates the CHIP Assignment and Assumption Page 2 of 4 Contract for any reason, then the Assignor shall not be obligated to make any further payments to the Assignee pursuant to this Agreement. 5. Indemnification and Hold Harmless. Assignee shall defend, indemnify and hold the Assignor, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement and the CHIP Contract attached hereto as Exhibit A, except for injuries and damages caused by the sole negligence of the Assignor. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Assignee and the Assignor, its officers, officials, employees, and volunteers, the Assignee's liability hereunder shall be only to the extent of the Assignee's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Assignee's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 6. Default and Recapture. A default is defined as a breach of any of the terms of this Agreement, including any and all attachments. In the event of a default by the Assignee, the Assignor shall notify the Assignee of the Assignee's default and provide 30 calendar days for the Assignee to take corrective action as outlined in the Assignor's notification. If corrective action is not completed to the satisfaction of the Assignor, then such failure shall be a material breach upon which all funds paid by the Assignor to the Assignee pursuant to this Agreement shall be immediately due and payable to the Assignor, and Assignee shall reimburse the Assignor all such funds. In the event of said default, this obligation will bear interest from the date of such default at the lesser of (i) 12% or (ii) the maximum rate then permitted by applicable law. Further, the Assignor shall be entitled to immediately require payment through any lawful means including instituting an action in the Superior Court of the State of Washington for Spokane County. This default and recapture provision is not exclusive and is in addition to any other rights and remedies provided by law. In the event of a default by the Assignor, the Assignee shall notify the Assignor of the Assignor's default and provide 30 calendar days for the Assignor to take corrective action as outlined in the Assignee's notification. If corrective action is not completed to the satisfaction of the Assignee, then such failure shall be a material breach upon which the Assignee may terminate the Agreement. Upon such termination, the Assignor shall owe the Assignee only payment for services rendered or goods delivered prior to the Assignee's notice of default that are determined, in the sole discretion of Commerce, to be reimbursable pursuant to the CHIP Contract, and for which Commerce actually paid the Assignor. 7. Disputes. All disputes arising under or related to this Agreement that cannot be resolved through informal discussion and negotiations shall be resolved by litigation filed in the Superior Court of the State of Washington for Spokane County, unless otherwise required by applicable federal or state law. 8. Costs and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation or arbitration (including expert witness fees). 9. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Venue shall be in Spokane County, State of Washington. 10. Entire Agreement. This Agreement constitutes the entire and complete agreement between the parties Assignment and Assumption Page 3 of 4 and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties. 11. Anti -kickback. No officer or employee of Assignor, having the power or duty to perform an official act or action related to this Agreement, shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 12. Severability. If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. 13. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Department of Commerce Grant Agreement with Spokane Valley 24-96722-027 The Parties have executed this Agreement this /6' day of 4202� CITY OF SP KANE VALLEY: SPOKANE HOUSIN AUTHORITY: 2 \ ` " i V16� cc �Q O� John Ho an, ity Manager By: Pamela J. Parr, Executive Director Its: Authorized Representative APP OVED AS TO FORM: Office, fthe Cit Attorney 1/ Assignment and Assumption Page 4 of 4 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 Exhibit A ,Aft Washington State 'WWW Commerce Capital Agreement with City of Spokane Valley through City contract #25-089.00 Connecting Housing to Infrastructure Program (CHIP) Contract Number: 24-96722-027 For To support the development of affordable housing by paying for utility infrastructure improvements for the SHA Appleway project Dated: Saturday, July 1, 2023 Docusign Envelope ID: 86C3E88A-79ED-4338-A80C-DC7053D367C3 Table of Contents TABLEOF CONTENTS................................................................................................................................................2 FACESHEET...............................................................................................................................................................4 SPECIALTERMS AND CONDITIONS...........................................................................................................................5 1. CONTRACT MANAGEMENT.............................................................................................................................5 2. COMPENSATION..............................................................................................................................................5 3. BILLING PROCEDURES AND PAYMENT.............................................................................................................5 4. SUBCONTRACTOR DATA COLLECTION.............................................................................................................6 5. HISTORICAL OR CULTURAL ARTIFACTS............................................................................................................6 6. INSURANCE......................................................................................................................................................7 7. FRAUD AND OTHER LOSS REPORTING.............................................................................................................7 8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION - PRIMARY AND LOWER TIER COVERED TRANSACTIONS............................................................................................7 9. TITLE TO PROPERTY.........................................................................................................................................8 10. ORDER OF PRECEDENCE..............................................................................................................................8 GENERALTERMS AND CONDITIONS.........................................................................................................................9 1. DEFINITIONS....................................................................................................................................................9 2. ALLOWABLE COSTS..........................................................................................................................................9 3. ALL WRITINGS CONTAINED HEREIN.................................................................................................................9 4. AMENDMENTS................................................................................................................................................9 5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, ALSO REFERRED TO AS THE "ADA" 28 CFRPART 35...............................................................................................................................................................9 6. APPROVAL.....................................................................................................................................................10 7. ASSIGNMENT.................................................................................................................................................10 8. ATTORNEYS' FEES..........................................................................................................................................10 9. CODE REQUIREMENTS...................................................................................................................................10 10. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION............................................................................10 11. CONFORMANCE........................................................................................................................................10 12. CONFLICT OF INTEREST.............................................................................................................................11 13. COPYRIGHT...............................................................................................................................................11 14. DISALLOWED COSTS.................................................................................................................................11 15. DISPUTES..................................................................................................................................................12 16. DUPLICATE PAYMENT...............................................................................................................................12 17. GOVERNING LAW AND VENUE..................................................................................................................12 18. INDEMNIFICATION....................................................................................................................................12 19. INDEPENDENT CAPACITY OF THE GRANTEE..............................................................................................13 20. INDUSTRIAL INSURANCE COVERAGE........................................................................................................13 21. LAWS.........................................................................................................................................................13 22. LICENSING, ACCREDITATION AND REGISTRATION....................................................................................13 23. LIMITATION OF AUTHORITY......................................................................................................................13 24. LOCAL PUBLIC TRANSPORTATION COORDINATION..................................................................................13 25. NONDISCRIMINATION..............................................................................................................................13 26. PAY EQUITY...............................................................................................................................................14 27. POLITICAL ACTIVITIES................................................................................................................................14 Page 2 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. PREVAILINGWAGE LAW...........................................................................................................................15 PROHIBITION AGAINST PAYMENTOF BONUS OR COMMISSION..............................................................15 PUBLICITY.................................................................................................................................................15 RECAPTURE...............................................................................................................................................15 RECORDSMAINTENANCE.........................................................................................................................15 REGISTRATION WITH DEPARTMENT OF REVENUE....................................................................................15 RIGHTOF INSPECTION..............................................................................................................................15 SAVINGS....................................................................................................................................................16 SEVERABILITY............................................................................................................................................16 SUBCONTRACTING....................................................................................................................................16 SURVIVAL..................................................................................................................................................16 TAXES........................................................................................................................................................16 TERMINATIONFOR CAUSE........................................................................................................................16 TERMINATION FOR CONVENIENCE...........................................................................................................17 TERMINATIONPROCEDURES....................................................................................................................17 TREATMENTOF ASSETS............................................................................................................................18 WAIVER.....................................................................................................................................................18 ATTACHMENT A: SCOPE OF WORK: ........................................................................................................................ 19 ATTACHMENT B: CHIP BUDGET..............................................................................................................................20 CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE ENTIRE PROJECT.........................................20 ATTACHMENT C: COMMITMENT OF CONTINUED AFFORDABILITY........................................................................21 Page 3 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 Face Sheet Contract Number 24-96722-027 Growth Management Services 1. Grantee 2. Project Name and Address City of Spokane Valley SHA Appleway Development 10210 E. Sprague Ave Approx 9910 E Appleway Blvd Spokane Valley, WA 99206 Spokane Valley, Spokane County, WA 99206 3. Grantee Representative 4. COMMERCE Representative Sarah Farr Mischa Venables PO Box 42525 Accounting & Finance Program Mgr, City of Spokane CHIP Project Manager 1011 Plum Street SE Valley (360)725-3088 Olympia, WA 98504 sfarrCcDspokanevalleywa.gov Mischa.venables(c)-commerce.wa.gov 5. Contract Amount 6. Funding Source 7. Start Date 8. End Date $1,000,000 Federal: ❑ State: ® Other: ❑ N/A: ❑ July 1, 2023 June 30, 2025 subject to reappropriation 9. Federal Funds (as applicable): Federal Agency: ALN: N/A N/A N/A 10. Tax ID # 11. SWV # 12. UBI # 13. UEI # 71-0914170 SWV0018021-00 602-251-431 N/A 14. Contract Purpose To support the development of affordable housing by paying for utility infrastructure improvements for the SHA Appleway project COMMERCE, defined as the Department of Commerce, and Grantee acknowledge and accept the terms of this Contract and attachments and have executed this Contract on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Contract are governed by this Contract and the following other documents incorporated by reference: Grantee Terms and Conditions including Attachment "A" - Scope of Work, Attachment "B" — Budget, and Attachment "C" — Commitment of Continued Affordability. FOR GRANTEE FOR COMMERCE Signed by: ``''......-- R1/1A A)A, C DOCUSigned by: E ba 1 FF BFF5EF036 8486 80312B04865C458 John Hohman, City Manager Mark K. Barkley, Assistant Director City of Spokane Valley Local Government Division 4/17/2025 1 5:17 PM PDT 4/21/2025 1 11:46 AM PDT Date Date APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE Page 4 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 Special Terms and Conditions 1. CONTRACT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Contract. The Representative for COMMERCE and their contact information are identified on the Face Sheet of this Contract. The Representative for the Grantee and their contact information are identified on the Face Sheet of this Contract. 2. COMPENSATION COMMERCE shall pay an amount not to exceed $1,000,000, (one million dollars) for the performance of all things necessary for or incidental to the performance of work as set forth in the Scope of Work. Grantee's compensation for services rendered shall be in accordance with Attachment A, Scope of Work, Attachment B, Budget, and Attachment C, Commitment of Continued Affordability. BILLING PROCEDURES AND PAYMENT COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the Representative for COMMERCE via email, or the Commerce Contracts Management System. If required, the attachments to the invoice request in the Commerce Contracts Management System shall describe and document, to COMMERCE's satisfaction, a description of the work performed, the progress of the project, and fees. The invoices shall describe and document, to COMMERCE's satisfaction, a description of the work performed, the progress of the project, and fees. The invoice shall include the Contract Number 24- 96722-027. If expenses are invoiced, provide a detailed breakdown of each type. A receipt must accompany any single expenses in the amount of $50.00 or more in order to receive reimbursement. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Grantee. COMMERCE may, in its sole discretion, terminate the Contract or withhold payments claimed by the Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of this Contract. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. Invoices and End of Fiscal Year Invoices are due on the 20th of the month following the provision of services, or as needed. Final invoices for a state fiscal year should be invoiced by June 151h of each year. Duplication of Billed Costs The Grantee shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall not pay the Grantee, if the Grantee is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs Page 5 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors. COMMERCE may, in its sole discretion, withhold ten percent (10%) from each payment until acceptance by COMMERCE of the final report (or completion of the project, etc.). Line Item Modification of Budget A. Notwithstanding any other provision of this contract, the Grantee may, at its discretion, make modifications to line items in the Budget (Attachment B) to respond to changes in project costs. B. The Grantee shall notify COMMERCE in writing (by email or regular mail) when proposing any budget modification or modifications to a line item of the Budget (Attachment B). C. Any such budget modification or modifications as described above shall require the written approval of COMMERCE (by email), and such written approval shall amend the Budget. Each party to this contract will retain and make any and all documents related to such budget modifications a part of their respective contract file. D. Nothing in this section shall be construed to permit an increase in the amount of funds available for the Project, as set forth in the Face Sheet of this contract, nor does this section allow any proposed changes to the Scope of Work under Attachment A, without specific written approval from COMMERCE by amendment to this contract. 4. SUBCONTRACTOR DATA COLLECTION Grantee will submit reports, in a form and format to be provided by Commerce and at intervals as agreed by the parties, regarding work under this Contract performed by subcontractors and the portion of Contract funds expended for work performed by subcontractors, including but not necessarily limited to minority -owned, woman -owned, and veteran -owned business subcontractors. "Subcontractors" shall mean subcontractors of any tier. 5. HISTORICAL OR CULTURAL ARTIFACTS Prior to approval and disbursement of any funds awarded under this Contract, Grantee shall complete the requirements of Governor's Executive Order 21-02, where applicable, or Grantee shall complete a review under Section 106 of the National Historic Preservation Act, if applicable. Grantee agrees that the Grantee is legally and financially responsible for compliance with all laws, regulations, and agreements related to the preservation of historical or cultural resources and agrees to hold harmless COMMERCE and the state of Washington in relation to any claim related to such historical or cultural resources discovered, disturbed, or damaged as a result of the project funded by this Contract. In addition to the requirements set forth in this Contract, Grantee shall, in accordance with Governor's Executive Order 21-02 coordinate with Commerce and the Washington State Department of Archaeology and Historic Preservation ("DAHP"), including any recommended consultation with any affected tribe(s), during Project design and prior to construction to determine the existence of any tribal cultural resources affected by Project. Grantee agrees to avoid, minimize, or mitigate impacts to the cultural resource as a continuing prerequisite to receipt of funds under this Contract. The Grantee agrees that, unless the Grantee is proceeding under an approved historical and cultural monitoring plan or other memorandum of agreement, if historical or cultural artifacts are discovered during construction, the Grantee shall immediately stop construction and notify the local historical preservation officer and the state's historical preservation officer at DAHP, and the Commerce Representative identified on the Face Sheet. If human remains are uncovered, the Grantee shall report the presence and location of the remains to the coroner and local enforcement immediately, then contact DAHP and the concerned tribe's cultural staff or committee. The Grantee shall require this provision to be contained in all subcontracts for work or services related to the Scope of Work attached hereto. Page 6 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 In addition to the requirements set forth in this Contract, Grantee agrees to comply with RCW 27.44 regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources; RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and WAC 25-48 regarding Archaeological Excavation and Removal Permit. Completion of the requirements of Section 106 of the National Historic Preservation Act shall substitute for completion of Governor's Executive Order 21-02. In the event that the Grantee finds it necessary to amend the Scope of Work the Grantee may be required to re -comply with Governor's Executive Order 21-02 or Section 106 of the National Historic Preservation Act. 6. INSURANCE Each party certifies that it is self -insured under the State's or local government self-insurance liability program, and shall be responsible for losses for which it is found liable. 7. FRAUD AND OTHER LOSS REPORTING Grantee shall report in writing all known or suspected fraud or other loss of any funds or other property furnished under this Contract immediately or as soon as practicable to the Commerce Representative identified on the Face Sheet. 8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION- PRIMARY AND LOWER TIER COVERED TRANSACTIONS A. Grantee, defined as the primary participant and it principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief they: L Are not presently debarred, suspended, proposed for debarment, and declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. ii. Have not within a three-year period preceding this Grant, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; iii. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of federal Executive Order 12549; and iv. Have not within a three-year period preceding the signing of this Grant had one or more public transactions (Federal, State, or local) terminated for cause of default. B. Where the Grantee is unable to certify to any of the statements in this Grant, the Grantee shall attach an explanation to this Grant. C. The Grantee agrees by signing this Grant that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by COMMERCE. D. The Grantee further agrees by signing this Grant that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: LOWER TIER COVERED TRANSACTIONS Page 7 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 i. The lower tier Grantee certifies, by signing this Grant that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii. Where the lower tier Grantee is unable to certify to any of the statements in this Grant, such Grantee shall attach an explanation to this Grant. E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, person, primary covered transaction, principal, and voluntarily excluded, as used in this section, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact COMMERCE for assistance in obtaining a copy of these regulations. 9. TITLE TO PROPERTY For the avoidance of doubt, the parties acknowledge title to all property owned by Grantee should remain in Grantee. 10. ORDER OF PRECEDENCE In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order: • Applicable federal and state of Washington statutes and regulations • Special Terms and Conditions • General Terms and Conditions • Attachment A — Scope of Work • Attachment B — Budget • Attachment C — Commitment of Continued Affordability Page 8 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 General Terms and Conditions 1. DEFINITIONS As used throughout this Contract, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to act on the Director's behalf. B. "COMMERCE" shall mean the Washington Department of Commerce. C. "Contract" or "Agreement" or "Grant" means the entire written agreement between COMMERCE and the Grantee, including any Exhibits, documents, or materials incorporated by reference. E-mail or Facsimile transmission of a signed copy of this contract shall be the same as delivery of an original. D. "Grantee" shall mean the entity identified on the face sheet performing service(s) under this Contract, and shall include all employees and agents of the Grantee. E. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). "State" shall mean the state of Washington. G. "Subcontractor" shall mean one not in the employment of the Grantee, who is performing all or part of those services under this Contract under a separate contract with the Grantee. The terms "subcontractor" and "subcontractors" mean subcontractor(s) in any tier. 2. ALLOWABLE COSTS Costs allowable under this Contract are actual expenditures according to an approved budget up to the maximum amount stated on the Contract Award or Amendment Face Sheet. 3. ALL WRITINGS CONTAINED HEREIN This Contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 4. AMENDMENTS This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the "ADA" 28 CFR Part 35 The Grantee must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. Page 9 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 6. APPROVAL This contract shall be subject to the written approval of COMMERCE's Authorized Representative and shall not be binding until so approved. The contract may be altered, amended, or waived only by a written amendment executed by both parties. 7. ASSIGNMENT Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the Grantee without prior written consent of COMMERCE. 8. ATTORNEYS' FEES Unless expressly permitted under another provision of the Contract, in the event of litigation or other action brought to enforce Contract terms, each party agrees to bear its own attorneys' fees and costs. 9. CODE REQUIREMENTS All construction and rehabilitation projects must satisfy the requirements of applicable local, state, and federal building, mechanical, plumbing, fire, energy and barrier -free codes. Compliance with the Americans with Disabilities Act of 1990 28 C.F.R. Part 35 will be required, as specified by the local building Department. 10. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this section includes: i. All material provided to the Grantee by COMMERCE that is designated as "confidential" by COMMERCE; ii. All material produced by the Grantee that is designated as "confidential" by COMMERCE; and iii. All Personal Information in the possession of the Grantee that may not be disclosed under state or federal law. B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law. The Grantee shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Grantee shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such policies and procedures as they apply to this Contract whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The Grantee shall make the changes within the time period specified by COMMERCE. Upon request, the Grantee shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the Grantee against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 11. CONFORMANCE If any provision of this contract violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law. Page 10 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 12. CONFLICT OF INTEREST Grantee must maintain and comply with written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award and administration of contracts. Grantee must comply with the following minimum requirements: A. No employee, officer, or agent may participate in the selection, award, or administration of a contract if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract. The officers, employees, and agents of the Grantee may neither solicit nor accept gratuities, favors, or anything of monetary value from Grantees or parties to subcontracts and must comply with RCW 39.26.020. However, Grantee may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the Grantee. B. If the Grantee has a parent, affiliate, or subsidiary organization that is not a state, local government, or federally recognized tribe, the Grantee must also maintain written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest means that because of relationships with a parent company, affiliate, or subsidiary organization, the Grantee is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. 13. COPYRIGHT Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, the Grantee hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced under the Contract, the Grantee hereby grants to COMMERCE a nonexclusive, royalty - free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Grantee warrants and represents that the Grantee has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The Grantee shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Contract. The Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the Grantee with respect to any Materials delivered under this Contract. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee. 14. DISALLOWED COSTS The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its Subcontractors. Page 11 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 15. DISPUTES Except as otherwise provided in this Contract, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: • be in writing; • state the disputed issues; • state the relative positions of the parties; • state the Grantee's name, address, and Contract number; and • be mailed to the Director and the other party's (respondent's) Contract Representative within three (3) working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor's statement to both the Director or the Director's designee and the requestor within five (5) working days. The Director or designee shall review the written statements and reply in writing to both parties within ten (10) working days. The Director or designee may extend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. Nothing in this Contract shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 16. DUPLICATE PAYMENT Grantee certifies that work to be performed under this contract does not duplicate any work to be charged against any other contract, subcontract, or other source. 17. GOVERNING LAW AND VENUE This Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 18. INDEMNIFICATION To the fullest extent permitted by law, the Grantee shall indemnify, defend, and hold harmless the state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of the state, from and against all claims for injuries or death arising out of or resulting from the performance of the contract. "Claim" as used in this contract, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorney's fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property including loss of use resulting therefrom. The Grantee's obligation to indemnify, defend, and hold harmless includes any claim by Grantee's agents, employees, representatives, or any subcontractor or its employees. The Grantee's obligation shall not include such claims that may be caused by the sole negligence of the State and its agencies, officials, agents, and employees. If the claims or damages are caused by or result from the concurrent negligence of (a) the State, its agents or employees and (b) the Grantee, its subcontractors, agents, or employees, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the Grantee or its subcontractors, agents, or employees. The Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. Page 12 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 19. INDEPENDENT CAPACITY OF THE GRANTEE The parties intend that an independent Grantee relationship will be created by this Contract. The Grantee and its employees or agents performing under this Contract are not employees or agents of the state of Washington or COMMERCE. The Grantee will not hold itself out as or claim to be an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the Grantee make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the Grantee. 20. INDUSTRIAL INSURANCE COVERAGE The Grantee shall comply with all applicable provisions of Title 51 RCW. If the Grantee fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, COMMERCE may collect from the Grantee the full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed by the Grantee to the accident fund from the amount payable to the Grantee by COMMERCE under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the Grantee. 21. LAWS The Grantee shall comply with all applicable laws, ordinances, codes, regulations and policies of local, state, and federal governments, as now or hereafter amended. 22. LICENSING, ACCREDITATION AND REGISTRATION The Grantee shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract. 23. LIMITATION OF AUTHORITY Only the Authorized Representative or Authorized Representative's designee by writing (designation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. 24. LOCAL PUBLIC TRANSPORTATION COORDINATION Where applicable, Grantee shall participate in local public transportation forums and implement strategies designed to ensure access to services. 25. NONDISCRIMINATION A. Nondiscrimination Requirement. During the performance of this Agreement, the Grantee, including any subcontractor, shall comply with all federal, state, and local nondiscrimination laws, regulations and policies, this shall include but not be limited to the following: Grantee, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, GRANTEE, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which GRANTEE, or subcontractor, has a collective bargaining or other agreement. The funds provided under this Agreement shall not be used to fund religious worship, exercise, or instruction. No person shall be required to participate in any religious worship, exercise, or instruction in order to have access to the facilities funded by this Agreement. B. Obligation to Cooperate. GRANTEE, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that GRANTEE, including any subcontractor, has engaged in discrimination prohibited by this Agreement pursuant to RCW 49.60.530(3). Page 13 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 C. Default. Notwithstanding any provision to the contrary, COMMERCE may suspend GRANTEE, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until COMMERCE receives notification that GRANTEE, including any subcontractor, is cooperating with the investigating state agency. In the event GRANTEE, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), COMMERCE may terminate this Agreement in whole or in part, and GRANTEE, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. GRANTEE or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court -ordered injunctive relief or settlement agreement. D. Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Agreement termination or suspension for engaging in discrimination, GRANTEE, subcontractor, or both, shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between the original Grant and the replacement or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the competitive bidding, mailing, advertising and staff time, which damages are distinct from any penalties imposed under Chapter 49.60, RCW. GRANTEE may also be required to repay grant funds pursuant to Section 31 (Recapture) of the General Terms & Conditions if the Agreement is terminated based on a violation of the nondiscrimination requirement. COMMERCE shall have the right to deduct from any monies due to GRANTEE or subcontractor, or that thereafter become due, an amount for damages GRANTEE or subcontractor will owe COMMERCE for default under this provision. 26. PAY EQUITY The Grantee agrees to ensure that "similarly employed" individuals in its workforce are compensated as equals, consistent with the following: A. Employees are "similarly employed" if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed; B. Grantee may allow differentials in compensation for its workers if the differentials are based in good faith and on any of the following: L A seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job -related factor or factors; or a bona fide regional difference in compensation levels. ii. A bona fide job -related factor or factors may include, but not be limited to, education, training, or experience that is: Consistent with business necessity; not based on or derived from a gender -based differential; and accounts for the entire differential. iii. A bona fide regional difference in compensation level must be: Consistent with business necessity; not based on or derived from a gender -based differential; and account for the entire differential. This Contract may be terminated by the Department, if the Department or the Department of Enterprise Services determines that the Grantee is not in compliance with this provision. 27. POLITICAL ACTIVITIES Political activity of Grantee's employees and officers are limited by the State Campaign Finances and Lobbying provisions of Chapter 42.17A RCW and the Federal Hatch Act, 5 USC 1501 - 1508. No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. Page 14 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 28. PREVAILING WAGE LAW The Grantee certifies that all Grantees and subcontractors performing work on the Project shall comply with state Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable to the Project funded by this contract, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The Grantee shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available for COMMERCE's review upon request. 29. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION The funds provided under this Contract shall not be used in payment of any bonus or commission for the purpose of obtaining approval of the application for such funds or any other approval or concurrence under this Contract provided, however, that reasonable fees or bona fide technical consultant, managerial, or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as project costs. 30. PUBLICITY The Grantee agrees not to publish or use any advertising or publicity materials in which the state of Washington or COMMERCE's name is mentioned, or language used from which the connection with the state of Washington's or COMMERCE's name may reasonably be inferred or implied, without the prior written consent of COMMERCE. 31. RECAPTURE In the event that the Grantee fails to perform this Contract in accordance with state laws, federal laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Grantee of funds under this recapture provision shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Contract. 32. RECORDS MAINTENANCE The Grantee shall maintain books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. The Grantee shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the contract, shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 33. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Grantee shall complete registration with the Washington State Department of Revenue. 34. RIGHT OF INSPECTION At no additional cost all records relating to the Grantee's performance under this Contract shall be subject at all reasonable times to inspection, review, and audit by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, in order to monitor and evaluate performance, compliance, and quality assurance under this Contract. The Grantee shall provide access to its facilities for this purpose. Page 15 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 35. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or terminate the Contract under the "Termination for Convenience" clause, without the ten business day notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding limitations and conditions. 36. SEVERABILITY The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the contract. 37. SUBCONTRACTING The Grantee may only subcontract work contemplated under this Contract if it obtains the prior written approval of COMMERCE. If COMMERCE approves subcontracting, the Grantee shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a) require the Grantee to amend its subcontracting procedures as they relate to this Contract; (b) prohibit the Grantee from subcontracting with a particular person or entity; or (c) require the Grantee to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Grantee is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Contract. The Grantee shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce the liability of the Grantee to COMMERCE for any breach in the performance of the Grantee's duties. Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 38. SURVIVAL The terms, conditions, and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract shall so survive. 39. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the Grantee's income or gross receipts, any other taxes, insurance or expenses for the Grantee or its staff shall be the sole responsibility of the Grantee. 40. TERMINATION FOR CAUSE In the event COMMERCE determines the Grantee has failed to comply with the conditions of this contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before suspending or terminating the contract, COMMERCE shall notify the Grantee in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the contract may be terminated or suspended. In the event of termination or suspension, the Grantee shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Grantee or a decision by COMMERCE to Page 16 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 terminate the contract. A termination shall be deemed a "Termination for Convenience" if it is determined that the Grantee: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of COMMERCE provided in this contract are not exclusive and are, in addition to any other rights and remedies, provided by law. 41. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days' written notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this Contract is so terminated, COMMERCE shall be liable only for payment required under the terms of this Contract for services rendered or goods delivered prior to the effective date of termination. 42. TERMINATION PROCEDURES Upon termination of this contract, COMMERCE, in addition to any other rights provided in this contract, may require the Grantee to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. COMMERCE shall pay to the Grantee the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE, and the amount agreed upon by the Grantee and COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services that are accepted by COMMERCE, and (iv) the protection and preservation of property, unless the termination is for default, in which case the Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this contract. COMMERCE may withhold from any amounts due the Grantee such sum as the Authorized Representative determines to be necessary to protect COMMERCE against potential loss or liability. The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the Grantee shall: A. Stop work under the contract on the date, and to the extent specified, in the notice; B. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the contract that is not terminated; C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized Representative, all of the rights, title, and interest of the Grantee under the orders and subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; D. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Authorized Representative to the extent the Authorized Representative may require, which approval or ratification shall be final for all the purposes of this clause; E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by the Authorized Representative any property which, if the contract had been completed, would have been required to be furnished to COMMERCE; F. Complete performance of such part of the work as shall not have been terminated by the Authorized Representative; and Page 17 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 G. Take such action as may be necessary, or as the Authorized Representative may direct; for the protection and preservation of the property related to this contract, which is in the possession of the Grantee and in which COMMERCE has or may acquire an interest. 43. TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the Grantee, for the cost of which the Grantee is entitled to be reimbursed as a direct item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such property by the Grantee. Title to other property, the cost of which is reimbursable to the Grantee under this contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this contract, or (ii) commencement of use of such property in the performance of this contract, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first occurs. A. Any property of COMMERCE furnished to the Grantee shall, unless otherwise provided herein or approved by COMMERCE, be used only for the performance of this contract. B. The Grantee shall be responsible for any loss or damage to property of COMMERCE that results from the negligence of the Grantee or which results from the failure on the part of the Grantee to maintain and administer that property in accordance with sound management practices. C. If any COMMERCE property is lost, destroyed or damaged, the Grantee shall immediately notify COMMERCE and shall take all reasonable steps to protect the property from further damage. D. The Grantee shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion, termination or cancellation of this contract. E. All reference to the Grantee under this clause shall also include Grantee's employees, agents or Subcontractors. 44. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be such in writing and signed by Authorized Representative of COMMERCE. Page 18 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 Attachment A: SCOPE OF WORK: Scope of Work Water: Modern Electric and Water is the water provider. Tie in to both Appleway and E. 4th Ave are required, with a looped system on site to serve the apartment buildings and clubhouse. Sewer: Spokane County is the sewer provider. Each building connects to a new branch line which ties in to the sewer main. Stormwater: The City of Spokane Valley is the stormwater provider. Several storm water swales are to be constructed on site that naturally infiltrate. Each building connects to a new branch line which ties lead to the swales. Project Requirements Based on the criteria within the state capital budget, SB 5200 Sec 1021, (Laws of 2023), and criteria developed by Commerce to ensure the terms of the appropriation are met, all grants must meet the following criteria: • Applicant must be a city, county or public utility district, applying in coordination with the developer of a affordable housing protect, located within a jurisdiction that imposed a sales and use tax under RCW 82.14.530(1)(a)(ii), 82.14.530(1)(b)(i)(B), 82.14.540, or 84.52.105. • The utility project must serve new affordable housing projects that serve and benefit low-income households as defined by RCW 43.185A.010 for at least 25 years. If the project is a mixed - income project, the affordable portion of the development must be at least 25%. (See Appendix C, Commitment of Continued Affordability.) • Project work, meaning breaking ground and starting the construction process, must start by January, 2027. For system development charge waiver reimbursement, jurisdictions must have an adopted fee waiver program, and documentation that the fees have been waived for the affordable housing units by each provider for water, sewer, and stormwater, in accordance with the budget. See Appendix B, Budget. CERTIFICATION PERFORMANCE MEASURE — SCOPE OF WORK The GRANTEE, by its signature, certifies that the declaration set forth above has been reviewed and approved by the GRANTEE as of the date and year written below. Signed by: �"G"MA, BFFSEF036FF84B6... 4/17/2025 1 5:17 PM PDT John Hohman, City Manager, City of Spokane Valley DATE Page 19 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 Attachment B: CHIP Budget Waived system development charges Jurisdiction or public utility waiving the SDCs: $0 (SDCs) for Water Waived system development charges Jurisdiction or public utility waiving the SDCs: $0 for sewer Waived system development charges Jurisdiction or public utility waiving the SDCs: $0 for Stormwater Utility improvement costs as detailed in Pass through funding to affordable housing $1,000,000 Attachment A: Scope of project costs Work Contract Total $1,000,000 CHIP funds can pay for the system development charges for the affordable units. All costs related to CHIP funding must be submitted for reimbursement no later than June 30, 2025, or revised contract end date if reappropriated. Calculations and SDC waiver documentation, along with the ordinance and fee schedule must be provided with the invoice for SDCs. CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE ENTIRE PROJECT CERTIFICATION PERFORMANCE MEASURE - AVAILABILITY OF FUNDS The GRANTEE by its signature, certifies that GRANTEE has received binding assurances from the Project Developer or other relevant party that project funding from sources other than those provided by this Grant Agreement has either been expended for eligible Project expenses, or is committed in writing and available and will remain committed and available solely and specifically for carrying out the purposes of this Project as described in elsewhere in this Grant Agreement, as of the date and year written below. The GRANTEE shall maintain records sufficient to evidence that the Project Developer has expended or has access to the funds needed to complete the Project, and shall make such records available for COMMERCE's review upon reasonable request. Signed by: BFF5EF036FF8486_. 4/17/2025 1 5:17 PM PDT John Hohman, City Manager, City of Spokane Valley DATE Page 20 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 Attachment C: Commitment of Continued Affordability Affordability compliance will be regulated (for both tax-exempt bonds and low-income housing tax credits) by the Washington State Housing Finance Commission for a period not less than 40 years. For the purposes of this contract, the utility project must serve new affordable housing projects that serve and benefit low-income households for at least 25 years. "Affordable housing" has the same meaning as in RCW 43.185A.010, and means residential housing for rental occupancy which, as long as the same is occupied by low-income households, requires payment of monthly housing costs, including utilities other than telephone, of no more than thirty percent of the family's income. In the context of homeownership, the definition from the Housing Trust Fund Handbook applies (Section 701.7): "affordability occurs when a household's monthly housing costs are generally no more than 38 percent of monthly household income and total debt is no more than 45 percent of monthly household income. Housing costs include mortgage principal, interest, property taxes, homeowner insurance, homeowner association fees, and land lease fees, as applicable. Total debt includes other debt and utilities." 1 "low-income household" has the same definition as in RCW 43.185.010(6), and means a single person, family or unrelated persons living together whose adjusted income is less than eighty percent of the median family income, adjusted for household size, for the county where the project is located. Project SHA Appleway Development Number of Affordable Units, Number of bedrooms, Level of Affordability 88 one br units at 60% AMI, 128 two br units available to 60% AMI, 24 three br units available to 60% AMI Term of affordability: 40 years Organization monitoring continued affordability: Washington State Housing Finance Commission Documentation provided evidencing securitization of that affordability: Washington State Housing Finance Commission, Land Acquisition Program Low Income Housing Covenant dated July 30, 2024 County and parcel number(s) of property: Spokane County 45202.0813 (a portion of) 45202.0819 45202-0820 45201-0513 (a portion of) 45201.0522 45201.0523 45201.0516 45201.0517 45201-0518 45201-0535 45201-0536 45201.3201 Page 21 of 22 Docusign Envelope ID: 86C3E88A-79ED-433B-A80C-DC7053D367C3 If the project is NOT already monitored for affordability by an organization such as the Housing Trust Fund, The Washington State Housing Finance Commission, a housing authority, or a local government monitoring process, then the following is required: • The project must be enrolled in Commerce's Tracking Housing Affordability Database (THAD), for receiving annual reports and conducting 5-year audits. • The project must provide a covenant and/or note and deed of trust naming Commerce as part of securitization. • The project must maintain records for 31 years in accordance with the Records Maintenance in contract General Terms and Conditions. The GRANTEE by its signature, certifies that the project will be monitored to ensure continued affordability for a minimum of 25 years, evidenced by documentation listed above. The GRANTEE shall maintain records sufficient to evidence the continued affordability, and that it will retain and shall make such records available for COMMERCE's review upon reasonable request. CSigned by: � �" 8FF5EF036FF84B6_. 4/17/2025 1 5:17 PM PDT John Hohman, City Manager, City of Spokane Valley DATE Page 22 of 22 City to SHA Assignment for SHA signature Final Audit Report 2025-05-12 Created: 2025-05-08 By: Paul Trautman (ptrautman@spokanehousing.org) Status: Signed Transaction ID: CBJCHBCAABAA17lhFdDBXIQhgXxTn8iEdUVoF21_c5Mu "City to SHA Assignment for SHA signature" History Document created by Paul Trautman (ptrautman@spokanehousing.org) 2025-05-08 - 8:24:23 PM GMT &0 Document e-signed by Paul Trautman (ptrautman@spokanehousing.org) Signature Date: 2025-05-08 - 8:26:39 PM GMT - Time Source: server M Document emailed to John Chatburn achatburn@spokanehousing.org) for signature 2025-05-08 - 8:26:42 PM GMT ` Email viewed by John Chatburn achatburn@spokanehousing.org) 2025-05-08 - 8:28:06 PM GMT do Document e-signed by John Chatburn achatburn@spokanehousing.org) Signature Date: 2025-05-08 - 8:28:29 PM GMT - Time Source: server Document emailed to GaryHarper Ghar er s okanehousin or for signature P ( P @ P 9� 9) 9 2025-05-08 - 8:28:31 PM GMT ice? Email viewed by Gary Harper (Gharper@spokanehousing.org) 2025-05-08 - 8:38:47 PM GMT &Q Document e-signed by Gary Harper (Gharper@spokanehousing.org) Signature Date: 2025-05-08 - 8:39:07 PM GMT - Time Source: server y Document emailed to Kathy Clark (kclark@spokanehousing.org) for signature 2025-05-08 - 8:39:12 PM GMT Email viewed by Kathy Clark (kclark@spokanehousing.org) 2025-05-12 - 3:59:29 PM GMT by Document e-signed by Kathy Clark (kclark@spokanehousing.org) Signature Date: 2025-05-12 - 4:01:53 PM GMT - Time Source: server a Adobe Acrobat Sign Document emailed to Lori McGowan (Imcgowan@spokanehousing.org) for signature 2025-05-12 - 4:01:56 PM GMT t Email viewed by Lori McGowan (Imcgowan@spokanehousing.org) 2025-05-12 - 7:50:49 PM GMT &0 Document e-signed by Lori McGowan (Imcgowan@spokanehousing.org) Signature Date: 2025-05-12 - 9:20:24 PM GMT - Time Source: server w Document emailed to Pam Parr (pparr@spokanehousing.org) for signature 2025-05-12 - 9:20:27 PM GMT t Email viewed by Pam Parr (pparr@spokanehousing.org) 2025-05-12 - 9:25:12 PM GMT d© Document e-signed by Pam Parr (pparr@spokanehousing.org) Signature Date: 2025-05-12 - 9:25:43 PM GMT - Time Source: server Agreement completed. 2025-05-12 - 9:25:43 PM GMT a Adobe Acrobat Sign