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HomeMy WebLinkAbout26-041.00 Habitat for Humanity Spokane - CHIP GrantCITY OF SPOKANE VALLEY GRANT AGREEMENT Grant Recipient: Habitat for Humanity - Spokane Project: Permanently Affordable Homeownership CHIP Award — Dept of Commerce Property: 228 South Camahan Road & 4908 E. First Avenue Contract#: 26-041.00 Term Period: July 1, 2026 To June 30, 2027 THIS AGREEMENT (the "Agreement") is made by and between the City of Spokane Valley, a code City of the State of Washington ("City") and Habitat for Humanity, Spokane , ("Subrecipient") jointly referred to as the "Parties". WHEREAS, the City, with the assistance of Subrecipient, applied for a Connecting Housing to Infrastructure Program Grant (the "Grant") to support the development of affordable housing by paying for utility infrastructure improvements for the Subrecipient's Permanently Affordable Homeownership project (the "Project") more fully described by the scope of work attached hereto as Exhibit B, and the attachments to the Grant Agreement; and WHEREAS, the City has executed Contract Number 26-96330-127 ("Grant Agreement") with the Washington State Department of Commerce, which will provide up to $1,000,000.00 ("Grant Funds") for the Project; and WHEREAS, pursuant to the Grant Agreement, the City is a pass -through entity for the purposes of reimbursing eligible Project costs that comport with the terms of the Grant Agreement; and WHEREAS, Subrecipient is required to enter into this Agreement with the City in order to facilitate the reimbursement of eligible Project costs. NOW THEREFORE, IN CONSIDERATION of the terms and conditions contained herein the Parties agree as follows: The above recitals and terms are incorporated herein by this reference. 1. Work to Be Performed. Subrecipient shall complete the Project consistent with the terms of this Agreement and all exhibits hereto by furnishing all labor, supervision, tools, materials. supplies, and equipment and other items necessary for the construction and completion of the Project (the "Work") in accordance with the Scope of Work outlined in Exhibit B, the Grant Agreement, and all other exhibits attached hereto and incorporated herein by this reference (the "Contract Documents"), and shall perform any changes in the work in accordance with the Contract Documents. The terms and provisions in this Agreement shall control over any inconsistent or incompatible terms in any other Contract Document. Construction Agreement Page 1 of 12 Subrecipient shall, for the amount set forth in paragraph 4, below, assume and be responsible for the cost and expense of all work required for constructing and completing the Project and related activities to the City's satisfaction, within the time limits and terms prescribed in the Contract Documents. The City Manager or designee shall administer and be the primary contact for Subrecipient. Upon notice from City, Subrecipient shall promptly commence work, complete the same in a timely manner, and cure any failure in performance under this Agreement. All Work shall be performed in conformance with the Contract Documents, and all City, state, and federal standards, codes, ordinances, regulations, and laws as now existing or as may be adopted or amended. 2. Time for Performance. Subrecipient shall commence the Work within 10 days of receipt of a notice to proceed and shall complete the Work within the times specified in the Contract Documents, as may be extended in accordance with this Agreement and the Contract Documents. Either Party may terminate this Agreement for material breach after providing the other Party with at least 60 days' prior notice and an opportunity to cure the breach. City may, in addition, terminate this Agreement for any reason by 10 days' written notice to Subrecipient. 3. RESERVED 4. Compensation. The City agrees to reimburse Subrecipient up to $1,000,000.00 USD (one million dollars), to include Washington State Sales Tax (if applicable), for actual eligible expenditures allowed according to the Grant Agreement (Exhibit B) in the manner set forth in section 5 below. 5. Payment. Subrecipient shall submit to the City properly completed invoices along with any other necessary information reasonably requested by the City, which shall be forwarded to the Department of Commerce by the City. Within 30 days of approval and payment of funds by the Department of Commerce to the City, the City will reimburse Subrecipient for eligible costs. Invoices and documentation sent to the City by Subrecipient shall describe and document, to City's satisfaction, a description of the work performed, the progress of the project, and eligible costs. The invoice shall include the Commerce Contract Number 26-96330-127 and City Contract Number 26-041.00. If expenses are invoiced, provide a detailed breakdown of each type. Reimbursement by the City to the Subrecipient shall be sent to the address designated by the Subrecipient. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by City. 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 Subrecipient shall not bill City for services or work performed under this Agreement, and City shall not pay the Subrecipient, if the Subrecipient is entitled to payment or has been or will be paid by any other source, including grants, for that service or work. The Subrecipient is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors. City reserves the right to withhold payment under this Agreement for that portion of the work (if any) which is determined in the reasonable judgment of the City Manager or designee to be noncompliant Construction Agreement Page 2 of 12 with the Contract Documents, City standards, or City, state, or federal laws and/or regulations. Such withholding of payment shall be in addition to any other remedies available by law, including other remedies available pursuant to this Agreement. If Commerce, in its sole discretion, withholds ten percent from any payments, the City may withhold payment to the Subrecipient for the same amount until acceptance by Commerce of the final report (or completion of the project). If any costs are determined by the Department of Commerce to be ineligible for reimbursement, the City shall have no obligation to pay the Subrecipient for those costs. If the City makes a payment to the Subrecipient that is ultimately determined by the Washington State Department of Commerce to not be eligible for reimbursement then the Subrecipient shall immediately refund the City for such payment. If the Washington State Department of Commerce terminates the Grant Agreement for any reason, then the City shall not be obligated to make any further payments to the Subrecipient for eligible costs. Line Item Modification of Budget The Subrecipient may propose modifications to line items in Attachment B to Exhibit B to respond to changes in Project costs in accordance with the following: A. The Subrecipient shall notify City in writing (by email or regular mail) when proposing any budget modification or modifications to a line item of the Attachment B to Exhibit B. B. Any such budget modification or modifications as described above shall require the written approval of City (by email), and such written approval shall amend the Budget. Each party to this Agreement will retain and make any and all documents related to such budget modifications a part of their respective contract file. Any such modification may be subject to Commerce approval. C. Nothing in this section shall be construed to permit an increase in the amount of funds available for the Project, as set forth section 4 "Compensation" of this Agreement, nor does this section allow any proposed changes to the Scope of Work under Attachment A to Exhibit B, without specific written approval from City by amendment to this Agreement. 6. Notice. Notice other than applications for payment shall be given in writing as follows: TO THE CITY: Name: Marci Patterson, City Clerk City of Spokane Valley Phone: (509) 720-5000 Address: 10210 East Sprague Avenue Spokane Valley, WA 99206 TO THE SUBRECIPIENT: Name: M ichelleG irardot,Chief Executive Officer Habitat for Humanity Spokane Phone: (509) 534-2552 Address: PO Box 4130 Spokane, WA 99220 7. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, codes, and regulations. 8. Certification Rezardine Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. For the purposes of this Section 8, the term "lower tier Grantee" includes all subcontractors of Subrecipient. A. By executing this Agreement, the Subrecipient certifies to the best of its knowledge and belief, that it and its principals: Construction Agreement Page 3 of 12 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal 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 (federal, state, or local) transaction or contract tinder a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. 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 (A)(2) of this certification; and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. C. The Subrecipient agrees by signing this Agreement 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 the Washington State Department of Commerce. D. The Subrecipient further agrees by signing this Agreement 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 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. Prevailine Wades on Public Works. Subrecipient, any subcontractor, or other person doing work under this Agreement, shall comply with the applicable requirements of chapter 39.12 RCW, and shall pay each employee an amount not less than the Prevailing Rate of Wage, as specified by the Industrial Statistician of the Washington State Department of Labor and Industries ("L&I" ). If employing labor in a class not shown, Subrecipient shall request a determination of the correct wage rate for the class and locality from the Industrial Statistician. Subrecipient shall provide a copy of any such determinations to City. Before commencing, during, and upon completion of the work, Subrecipient and any subcontractor shall file all forms and pay all fees required by L&I and shall indemnify and hold City harmless from any claims related to its failure to comply with chapter 39.12 RCW. Construction Agreement Page 4 of 12 The following information is provided pursuant to RCW 39.12.030: A. State of Washington prevailing wage rates applicable to this public works project, published by L&I, are located at the L&I website address: https:Hini wa pov/licensing= ep rmits/public-works-proiects/prevailini?-wa eg, rates/ B. This Project is located in Spokane County. C. The effective prevailing wage date is the same date as the bid due date as referenced in the original request for bids and as may be revised by addenda. A copy of the applicable prevailing wage rates is also available for viewing at the City Public Works Department located at 10210 East Sprague Avenue, Spokane Valley, WA 99206. Upon request, City will mail a hard copy of the applicable prevailing wages for this project. To the extent applicable, pursuant to chapter 60.28 RCW, five percent of the compensation due to a contractor of subrecipient shall be retained by Subrecipient. 10. Relationship of the Parties. It is understood and agreed that Subrecipient shall be an independent contractor and not the agent or employee of City, that City is interested only in the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of Subrecipient. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Subrecipient. Subrecipient shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 11. Ownership of Documents. Drawings, plans, specifications, and other related documents prepared by Contractor under this Agreement may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. City shall be permitted to retain documents, including copies of originals, reproduction quality mylars of maps, and copies int eh form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, drawings, images, or other material prepared under this Agreement that are in the City's possession, and Contractor shall have no liability for the City's use of Contractor's work product outside of the scope of the work product's intended purpose. 12. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Subrecipient's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 13. Warranty. Unless provided otherwise in the Contract Documents, Subrecipient warrants that all Work and materials performed or installed under this Agreement are free from defect or failure for a period of one year following final acceptance by City, unless a supplier or manufacturer has a warranty for a greater period, which warranty shall be assigned or transferred to City. In the event a defect or failure occurs in work or materials, Subrecipient shall, within the warranty period, remedy the same at no cost or expense to City. This warranty provision shall not be construed to establish a period of limitation with respect to Subrecipient's other obligations under this Agreement. Construction Agreement Page 5 of 12 14. Subrecipient to Be Licensed and Bonded. Subrecipient and/or subcontractors shall be duly licensed, registered, and bonded by the State of Washington at all times this Agreement is in effect as applicable. 15. Subrecipient to Provide Performance and Payment Bonds. To the extent required by law, Subrecipient shall require a payment bond and a performance bond from contractors up to the full amount of this Agreement. 16. Insurance. Subrecipient shall procure and maintain insurance, as required in this Section, without interruption from commencement of the Subrecipient's work through the term of the Contract and for 30 days after the physical completion date, unless otherwise indicated herein. A. Minimum Scope of Insurance. Subrecipient shall obtain insurance of the types described below: 1. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 0001. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop gap liability, independent Subrecipients, products -completed operations for a period of three years following substantial completion of the work for the benefit of the City, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit, using ISO form CG 25 03 05 09 or an endorsement providing at least as broad coverage. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Subrecipient's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Subrecipient shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than $1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate, and no less than a $2,000,000 products -completed operations aggregate limit. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Subrecipient's insurance coverage shall be primary insurance with respect to City. Any insurance, self-insurance, or insurance pool coverage maintained by City shall be excess of Subrecipient's insurance and shall not contribute with it. 2. Subrecipient shall fax or send electronically in .pdf format a copy of insurer's Construction Agreement Page 6 of 12 cancellation notice within two business days of receipt by Subrecipient. 3. If Subrecipient maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Subrecipient, irrespective of whether such limits maintained by Subrecipient are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Subrecipient. 4. Failure on the part of Subrecipient to maintain the insurance as required shall constitute a material breach of this Agreement, upon which the City may, after giving at least five business days' notice to Subrecipient to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Subrecipient from the City. D. No Limitation. The Subrecipient's maintenance of insurance, its scope of coverage, and limits as required herein shall not be construed to limit the liability of the Subrecipient to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. E. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANIL F. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Subrecipient shall furnish acceptable insurance certificates to City at the time Subrecipient returns the signed Agreement, which shall be Exhibit A. The certificate shall specify all of the parties who are additional insureds, and shall include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to City. Subrecipient shall be financially responsible for all pertinent deductibles, self -insured retentions, and/or self-insurance. G. Failure to Maintain Insurance. Failure on the part of the Subrecipient to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving at least five business days' notice to Subrecipient to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due Subrecipient from the City. H. Subcontractor Insurance. Subrecipient shall cause each and every subcontractor to provide insurance coverage that complies with all applicable requirements of Subrecipient-provided insurance as set forth herein, except Subrecipient shall have sole responsibility for determining the limits of coverage required to be obtained by subcontractors. Subrecipient shall ensure that the City is an additional insured on each subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. 17. Indemnification and Hold Harmless. Subrecipient shall defend, indemnify and hold the City, 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, except Construction Agreement Page 7 of 12 for injuries and damages caused by the sole negligence of the City. 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 Subrecipient and the City, its officers, officials, employees, and volunteers, the Subrecipient's liability hereunder shall be only to the extent of the Subrecipient's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Subrecipient'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. Separately, Subrecipient agrees that the Department of Commerce and the State of Washington are not liable for claims or damages arising from Subrecipient's or subcontractor's performance of this Agreement, and shall include this requirement in any subcontract at any tier. 18. Waiver. No officer, employee, agent, or other individual acting on behalf of either party has the power, right, or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 19. Assignment and Delegation. Except for as provided in the Grant Agreement neither party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other party. 20. Confidentiality. Subrecipient may, from time -to -time, receive information which is deemed by City to be confidential. Subrecipient shall not disclose such information without the prior express written consent of City or upon order of a Court of competent jurisdiction. 21. Default and Recapture. A default is defined as a breach of any of the terms of this Agreement, including any and all Contract Documents. In the event of a default by the Subrecipient, the City shall notify the Subrecipient of the Subrecipient's default and provide 30 calendar days for the Subrecipient to take corrective action as outlined in the City's notification. If corrective action is not completed to the satisfaction of the City, then such failure shall be a material breach upon which all funds paid by the City to the Subrecipient pursuant to this Agreement shall be immediately due and payable to the City, and Subrecipient shall reimburse the City 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 City 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 City, the Subrecipient shall notify the City of the City's default and provide 30 calendar days for the City to take corrective action as outlined in the Subrecipient's notification. If corrective action is not completed to the satisfaction of the Subrecipient, then such failure shall be a material breach upon which the Subrecipient may terminate the Agreement. Upon Construction Agreement Page 8 of 12 such termination, the City shall owe the Subrecipient only payment for services rendered or goods delivered prior to the Subrecipient's notice of default that are determined, in the sole discretion of the Washington State Department of Commerce, to be reimbursable pursuant to the Grant Agreement For the avoidance of doubt, nothing in this Agreement shall be construed as allowing costs that exceed those that are ultimately reimbursed by the Washington State Department of Commerce pursuant to Exhibit B. 22. 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. 23. Termination. Except as otherwise provided in this Agreement, City may, by ten business days' written notice, beginning on the second day after the mailing, terminate this Agreement, in whole or in part without cause. Upon such termination, the City shall owe the Subrecipient only payment for services rendered or goods delivered prior to the Subrecipient's notice of termination that are determined, in the sole discretion of the Washington State Department of Commerce, to be reimbursable pursuant to the Grant Agreement. 24. 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). 25. Subcontractor Responsibility. As required by RCW 39.06.020, Subrecipient shall verify responsibility criteria for each subcontractor and its subcontractors of any tier that hires other subcontractors shall verify responsibility criteria for each of its subcontractors. Verification shall include that each subcontractor, at the time of subcontract execution, meets the responsibility criteria listed in RCW 39.04.350(1) and possesses an electrical contractor license, if required by chapter 19.28 RCW, or an elevator contractor license if required by chapter 70.87 RCW. This verification requirement shall be included in every subcontract of every tier. 26. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Venue shall be in Spokane County, State of Washington. 27. Entire Agreement. This Agreement constitutes the entire and complete agreement between the parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties. 28. Anti -kickback. No officer or employee of City, 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. 29. Historical or Cultural Artifacts. To the extent applicable, and not to the exclusion or limitation of any other terms of the Grant Agreement, Subrecipient shall comply with the terms of Section 5 of the Special Terms and Conditions, which is incorporated herein by this reference. Subrecipient shall require this provision to be contained in all subcontracts for work or services rendered pursuant to this Agreement. Construction Agreement Page 9 of 12 30. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Subrecipient, for itself, subcontractors, its assignees, and successors in interest agrees as follows: A. Compliance with Regulations. Subrecipient shall comply with the federal laws set forth in subsection G, below ("Pertinent Non -Discrimination Authorities") relative to non-discrimination in federally -assisted programs as adopted or amended from time -to -time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Subrecipient, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Subrecipient shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Subrecipient for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by Subrecipient of Subrecipient's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports. Subrecipient shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts, regulations, and instructions. Where any information required of Subrecipient is in the exclusive possession of another who fails or refuses to furnish the information, Subrecipient shall so certify to the City or the WSDOT, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance. In the event of a Subrecipient's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including, but not limited to: 1. Withholding payments to Subrecipient under the Agreement until Subrecipient complies; and/or 2. Cancelling, terminating, or suspending the Agreement, in whole or in part. F. Incorporation of Provisions. Subrecipient shall include the provisions of Section 28 of this Agreement in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Subrecipient shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if Subrecipient becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, Subrecipient may request that the City enter into any litigation to protect the interests of the City. In addition, Subrecipient may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non -Discrimination Authorities: During the performance of this Agreement, the Subrecipient agrees to comply as applicable with the following non-discrimination statutes and Construction Agreement Page 10 of 12 authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); Federal -Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal - aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); Titles lI and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131- 12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Construction Agreement Page I 1 of 12 Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq.). 3 1. 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. 32. Relevant Grant Provisions: The Subrecipient shall follow all applicable terms of Exhibit B and shall require any subcontractor of any tier to do the same. Additionally, any subcontract of any tier shall include a term that the Department of Commerce and the State of Washington are not liable for claims or damages arising from a subcontractor's performance of the subcontract. 33. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Insurance Endorsements B. Department of Commerce Grant Agreement with Spokane Valley 26-96330-127 "Grant Agreement" The Parties have executed this Agreement this 4/ rx day of JZ�—! 20 zkt CITY OF SPOKANE VALLEY: ii4n Hohman, City Manager APPROVED AS TO FORM: .� e Subrecipient: By: Its: Authorized Representative Construction Agreement Page 12 of 12 ACOR" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 104/21/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Lockton Affinity, LLC Lockton Affinity, LLC PHONE ,N 888-553-9002 A/C No Ext: A1C No:913-652-3967 E-MAIL P. O. Box 873401 ADDRESS: _ Kansas City, MO 64187-3401 INSURERS AFFORDING COVERAGE NAIC0 INSURER A : Ace American Insurance Company 22667 INSURED INSURERB:Ace property S Casualty Insurance Co. 20699 Habitat for Humanity - Spokane INSURER C : Ace Property and Casualty 20699 INSURERD: PO BOX 4130 INSURERE: Spokane, WA 99220-0130 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I�TR TYPE OF INSURANCE L UBR POLICY NUMBER MMM/LD�D/YYW MMIDD YES LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE l OCCUR xl Hired 6 Non -Owned X GL1065890-26 04/01/2026 04/01/2027 EACH OCCURRENCE $1,000,000 TO RENTED PREMISES (Ea occurrence MED EXP (Any one person) $1,000,000 X $ 0 GEN'L X Auto Liability PERSONAL BADVINJURY $1,000,000 AGGREGATE LIMIT APPLIES PER: POLICY ❑ j� LOC OTHER: GENERAL AGGREGATE $ 2 , 000 , 000 PRODUCTS - COMP/OP AGG $ 2 , 000 , 000 $ H AUTOMOBILE LIABILITY ANY AUTO ALLOVWGD F__7 SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS B08787505-13 04/01/2026 04/01/2027 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY eracciden t) $ PROPERTY DAMAGE Per accident $ C X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 1 UM1065890-26 04/01/2026 04/01/2027 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 DED I X I RETENTION $ 10 000 $ WORKERS COMPENSATION ANDEMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFnCER/MEMBER EXCLUDED? ❑ (Mandatory in NH) If yes' describe under DESCRIPTION OF OPERATIONS below NIA PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOY $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Spokane Valley is named as additional insured l./i lVI..CL LH I IVIV 1065890 City of Spokane Valley SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: City Clerk ACCORDANCE WITH THE POLICY PROVISIONS. 10210 East Sprague Avenue Spokane Valley, WA 99206 AUTHORI�r��PRESENT�� 01988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD 57467790 1065890