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054-24 - Housing Kitsap - ContractDocuSign Envelope ID: AF1C10EA-E466-4EBF-90CF-D96981CB77C8 DocuSign Envelope ID: DE8FAA55-0079-43F8-97E4-8DC36E8816B7 AFFORDABLE HOUSING SERVICES AGREEMENT City Contract No. 054-24 This Affordable Housing Services Agreement ("Agreement") is entered into by and between Kitsap County Consolidated Housing Authority dba Housing Kitsap, a Washington Housing Authority, and the City of Port Orchard, a Washington State municipal corporation (hereinafter the "City" and collectively the "Parties"). 1. RECITALS A. Housing Kitsap is a Municipal Corporation - Housing Authority formed under RCW 35.82.030 organized and existing under the laws of the State of Washington; and B. The City of Port Orchard is a Washington municipal corporation organized and existing under the Washington State Constitution and the laws of the State of Washington, and particularly those set forth at RCW Title 35; and C. In the 2019 Iegislative session, the Washington state legislature passed SUB 1406 (codified at RCW 82.14.540), which created a sales tax revenue sharing program that allows the City to distribute a portion of state sales and use tax revenue (hereinafter, the "Funds") to make local investments in affordable housing over a 20-year term; and D. The City is committed to utilizing the taxable retail sales funding source to assist qualifying citizens of Port Orchard by investing in programs that commit to providing housing assistance for those below the 60% median income level; and E. Housing Kitsap operates a Housing Rehabilitation Program to provide loans and grants to low- income households to assist with the rehabilitation of existing affordable housing units (the "Program"); and F. In 2022, the City executed an Agreement with Housing Kitsap to partner with the City to use the Funds to provide loans and grants to qualifying low-income households in the City of Port Orchard for the rehabilitation of existing affordable housing; and G. Housing Kitsap desires to execute a new Agreement to administer Funds up to $43,200 plus applicable taxes to qualifying low-income households in the City of Port Orchard; H. The City desires to engage Housing Kitsap to perform the public services described herein and undertake the use of the City's Funds for the affordable housing purposes; NOW, THEREFORE, in consideration of the foregoing, and in consideration of the premises, terms and conditions set forth below, it is hereby agreed as follows: 11. AGREEMENT AFFORDABLE MOUSING SERVICES AGREEMENT Page 1 of 9 10867130.1- 366922 - 0001 DocuSign Envelope ID: AF1C10EA-E466-4EBF-90CF-D96981CB77C8 DocuSign Envelope ID: DE8FAA55-0079-43F8-97E4-8DC36E8B16B7 Affordable Housing Services. The City desires to engage Housing Kitsap's Housing Rehabilitation Program ("Program") by utilizing Funds allocated to the City pursuant to SHB 1406 and administer grants for the rehabilitation of existing, affordable housing to low-income households in the City of Port Orchard. Consistent with this goal, the Parties agree to the following performance obligations: A. City's Duties. The City shall provide Housing Kitsap with Funds in an amount up to S43,200 plus applicable taxes for the term of this Agreement, contingent on the terms and conditions herein. The City shall have no additional payment obligations to Housing Kitsap beyond this allocation, and all funding is conditioned on Council appropriation. i. Upon receipt of a complete invoice in a form acceptable to the City, the City shall issue payment within thirty (30) days of receipt. B. Housing Kitsap's Duties, Housing Kitsap shall utilize the Funds for the Program, as set out on Exhibit A attached and hereby incorporated herein. In utilizing the Funds and administering the Program, Housing Kitsap shall comply with all applicable state and local laws. The Funds will only be used for the rehabilitation of affordable housing to benefit those City of Port Orchard residents with 0-60% of the Area Median Income (AMI). Additional parameters for the Program are described in Exhibit A. i. Housing Kitsap shall submit detailed monthly invoices to the City, (a) evidencing and documenting that the requested payment was used for the Program described herein and authorized by the City Council; (b) documentation evidencing that the beneficiaries of the funding are Port Orchard residents with a 0-60% of the Area Median Income (AMI); (c) documentation of monthly program activity, direct program staff time and indirect. salary expenses as defined in the Central Services Cost Allocation Plan and (d) any other documentation showing that the funding is used solely for the rehabilitation of units of affordable housing. ii. Housing Kitsap shall keep cost records and accounts pertaining to this Agreement available for inspection by City representatives for three (3) years after final payment. 2. Duration. This Agreement will commence upon mutual execution of this Agreement and will expire on December 31, 2024, unless earlier terminated in accordance with the terms of this Agreement. 3. Termination. The City may terminate this Agreement with or without cause upon thirty (30) days' advance written notice to Housing Kitsap and all work shall cease upon termination. In the event of termination, Housing Kitsap may submit for payment from the Funds for all work performed prior to termination, and the City have no obligation to provide Funds to Housing AFFORDABLE HOUSING SERVICES AGREEMENT Page 2 of 9 10867130.1 - 366922 - 0001 DocuSign Envelope ID: AF1C10EA-E466-4EBF-90CF-D96981CB77C8 DocuSign Envelope ID: DE8FAA55-D079-43F8-97E4-8DC36E8Bl6B7 Kitsap for any remaining, post -termination work. Upon termination or expiration of the Agreement, all unused Funds shall be returned to the City. 4. Insurance. A. Housing Kitsap shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Housing Kitsap, its agents, representatives, or employees. B. No Limitation. Housing Kitsap's maintenance of insurance as required by the agreement shall not be construed to limit the liability of Housing Kitsap to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. C. Minimum Scope of Insurance. Housing Kitsap shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01, or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01, or a substitute form providing equivalent liability coverage and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named by endorsement as an additional insured under the Housing Kitsap's Commercial General Liability insurance policy with respect to the work performed for the City. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. D. Minimum Amounts of Insurance. Housing Kitsap shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, S2,000,000 general aggregate. AFFORDABLE HOUSING SERVICES AGREEMENT Page 3 of 9 10867130.1 - 366922 - 0001 DocuSign Envelope ID: AF1C10EA-E466-4EBF-90CF-D96981CB77C8 DocuSign Envelope 1D: DEBFAA55-D079-43FB-97E4-8DC36E8Bl6B7 3. Employer's Liability each accident $1,000,000, Employer's Liability Disease each employee $1,000,000, and Employer's Liability Disease — Policy Limit $1,000,000. E. 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. Housing Kitsap's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of Housing Kitsap's insurance and shall not contribute with it. 2. The City will not waive its right to subrogation against Housing Kitsap. Housing Kitsap's insurance shall waive the right of subrogation against the City, or any self-insurance, or insurance pool coverage maintained by the City. 3. Housing Kitsap's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice has been given to the City. If the General Liability coverage is written on a "claims made" basis, then a minimum of a three (3) year extended reporting period shall be included with the claims made policy, and proof of this extended reporting period provided to the City. F. Acceptability of Insurers. Insurance as provided by Housing Authority Risk and Retention Pool. G. Verification of Coverage. Housing Kitsap shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of Housing Kitsap before commencement of the work. 5. Indemnification A. Housing Kitsap does hereby agree to save barmless and defend the City from all claims and liability due to the acts, errors or omissions of Housing Kitsap, its agents and/or employees, except for claims caused by the sole negligence of the City. Such indemnity will include, but not be limited to, all out-of-pocket expenses incurred by the City, including attorney's fees, in the event Housing Kitsap fails or refuses to accept the tender of any claims brought against the City, the basis for which are acts, errors or omissions of Housing Kitsap, its agents and/or employees. B. The foregoing indemnity is specifically and expressly intended to constitute a waiver of each Housing Kitsap's immunity under Washington's Industrial Insurance Act, RCW Title 51, as respects the City only, and only to the extent AFFORDABLE HOUSING SERVICES AGREEMENT Page 4 of 9 10867130A - 366922 - 0001 DocuSign Envelope ID: AF1C10EA-E466-4EBF-90CF-D96981CB77C8 DocuSign Envelope ID: DEBFAA55-D079-43F8-97E4-8DC36EBB16B7 necessary to provide the indemnified party with a full and complete indemnity of claims made by the indemnitor's employees. The parties acknowledge that these provisions were specifically negotiated and agreed upon by them. 6. Entire Agreement / Amendments. This Agreement, together with any attachments or addenda, represents the entire and integrated Agreement between the Parties hereto, and supersedes all prior negotiations, representations, or agreements, either written or oral. It is mutually agreed and understood that no amendment of any of the terms of this Agreement will be valid unless made by written instrument properly signed by both Parties. 7. Notices. Except as otherwise identified in this Agreement, any notices required to be given by the City to Housing Kitsap, or by Housing Kitsap to the City, will be in writing and delivered to the Parties at the following addresses: Housing Kitsap City of Port Orchard Heather Blough, Executive Director Robert Putaansuu, Mayor 2244 NW Bucklin Hill Road 216 Prospect Street Silverdale, WA 98383 Port Orchard, WA 98366 8. CompIiance with Laws. Housing Kitsap will comply with all federal, state and local laws, rules, regulations and ordinances applicable to the performance of this Agreement, including without limitation all those pertaining to the COVID-19 pandemic, wages and hours, confidentiality, disabilities and discrimination, including but not limited to the Americans with Disabilities Act and all regulations interpreting or enforcing such Act. 9. Maintenance and Audit of Records. Housing Kitsap will maintain books, records, documents and other materials relevant to its performance under this Agreement, which sufficiently and accurately reflect any and all direct and indirect costs and expenses incurred or paid in the course of performing this Agreement. These records will be subject to inspection, review and audit by the City, the Washington State Auditor's Office, and authorized federal agencies. Both Parties will retain all such books, records, documents and other materials as required by the Washington State Records Retention policy as established by the Secretary of State. In the event the City receives a public records request for records pertaining to this Agreement and/or the Program, Housing Kitsap agrees to assist the City, at Housing Kitsap's sole cost, to meet the City's obligations under the Public Records Act, Ch. 42.56 RCW, at KH's sole cost. 10. Reporting. Housing Kitsap will submit to the City a detailed accounting of the use of the Funds by Housing Kitsap with monthly invoices as described in Section I.B. Housing Kitsap will assist the City by providing any information needed for the City to compile and submit the annual reports required to by the State of Washington under RCW 82.14.540 (11). 11. Waiver Limited. A waiver of any term or condition of this Agreement must be in writing and signed by the waiving Party. Any express or implied waiver of a term or condition of this AFFORDABLE HOUSING SERVICES AGREEMENT Page 5 of 9 10867130.1- 366922 - 0001 DocuSign Envelope ID: AF1C10EA-E466-4EBF-90CF-D96981CB77C8 DocuSign Envelope ID: DIF8FAA55-D079-43F8-97E4-8DC36E8B16B7 Agreement will apply only to the specific act, occurrence or omission and will not constitute a waiver as to any other term or condition or future act, occurrence or omission. 12. Default / Dispute Resolution. if either Housing Kitsap or the City fails to perform any act or obligation required to be perfon-ned by it hereunder, the other party will deliver written notice of such failure to the non -performing party. The non -performing party will have thirty (30) days after its receipt of such notice in which to correct its failure to perform the act or obligation at issue, after which time it will be in default ("Default") under this Agreement, provided, however, that if the non-performance is of a type that could not reasonably be cured within said thirty (30) day period, then the non -performing party will not be in Default if it commences cure within said thirty (30) day period and thereafter diligently pursues cure to completion. In the event a default continues and/or any dispute arises (for anything other than non- payment) between the Parties, either party may request in writing that the issue be resolved by mediation. If the Parties are unable to resolve the dispute within ninety (90) days, then either party will have the right to exercise any or all rights and remedies available to it in law or equity. In any suit or action instituted to enforce any right granted in this Agreement, the substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable attorneys' fees from the other party. 13. Venue and Choice of Law. Any action at law, suit in equity, or other judicial proceedings for the enforcement of this Agreement or any provision thereof will be instituted only in the courts of the State of Washington, Kitsap County. It is mutually understood and agreed that this Agreement shall be governed exclusively by the laws of the State of Washington, both as to interpretation and performance. 14. Assignment and Subcontracting. Housing Kitsap may not assign, transfer, delegate, subcontract or encumber any rights, duties, or interests accruing from this Agreement without the express prior written consent of the City, which consent may be withheld at the sole discretion of the City. 15. Severability. If any term or provision of this Agreement should be held to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or unconstitutionality will not affect the validity or constitutionality of any other term or provision of this Agreement, and this Agreement will be construed in all respects as if such invalid or otherwise unenforceable term or provision was omitted. 16. Independent Contractor. Housing Kitsap is and will be at all times during the term of this Agreement an independent contractor. Nothing in this Agreement will create an employee/employer relationship between the Parties. 17. Independent Parties. The Parties to this Agreement, in the performance of it, will be acting in their individual capacities and not as agents, employees, partners, joint ventures, or associates AFFORDABLE HOUSING SERVICES AGREEMENT Page 6 of 9 10867130.1- 366922 - 0001 DocuSign Envelope ID: AF1C10EA-E466-4EBF-90CF-D96981CB77C8 DecuSign Envelope ID: DF8FAA55-D079-43F8-97E4-8DC36E8816B7 of one another. The employees or agents of one party will not be considered or construed to be the employees or agents of the other party for any purpose whatsoever. 18. Counterparts. This Agreement may be executed by the Parties using duplicate counterparts. 19. Filing. In accordance with RCW 38.34.040, this Agreement will be filed with the Kitsap County Auditor or listed on the web sites of the Parties prior to its effective date. 20. Disclosure. The Parties understand that the City's Mayor is, by virtue of his position, a member of the KCCHA governing board. The Parties understand and agree that the Mayor will act on behalf of the City at all times during the term of this Agreement and will not act on behalf of KCCHA or its Board. The Mayor will have no fiduciary duties with respect to KCCHA's interests under this Agreement and the Mayor's sole fiduciary duty shall be to the City. The Parties agree that the Mayor's involvement in this Agreement is not a conflict of interest for either party. FOR HOUSING KITSAP Adopted this 6 day of June , 2024 lk4"tr 64 Heather 1310ecutive Director FOR THE CITY OF PORT ORCHARD Adopted this 14 day of June 2024 FDocuSigned by: eti �u#aaun,su� Robert Putaansuu, Mayor 71� ,61JTHENTICATED: LV'aanJ� UJAWAtt Brandy Wallace, MMC, City Clerk AS TO FORM: Charlotte A. Archer, City Attorney AFFORDABLE HOUSING SERVICES AGREEMENT Page 7 of 9 10867130.1- 366922 - 0001 DocuSign Envelope ID: AF1C10EA-E466-4EBF-90CF-D96981CB77C8 DocuSign Envelope ID: DE8FAA55-DO79-43F8-97E4-8DC36E8B16B7 AFFORDABLE HOUSING SERVJCES AGREEMENT Page 8 of 9 10867130.1 - 366922 - 0001 DocuSign Envelope ID: AF1C10EA-E466-4EBF-90CF-D96981CB77C8 DocuSign Envelope ID: DE8FAA55-D079-43F8-97E4-8DC36E8B16B7 EXHIBIT A SCOPE OF WORK AND FUNDS ALLOCATION Housing Kitsap shall utilize and administer up to $43,200 in funds allocated to the City pursuant to SHB 1406 to administer grants through its Home Rehabilitation Program, for the rehabilitation of existing, affordable housing to low-income households in the City of Port Orchard. Use of the Home Rehabilitation Program shall be consistent with the Housing Kitsap Home Rehabilitation Program Plan and Operations Manual attached hereto. Funds shall be used for grants to accomplish affordable housing rehabilitation, to benefit households with 0-60% of the Area Median Income (AMI). Documentation evidencing all expenditures by Housing Kitsap that meet these criteria shall be provided to the City with each submitted invoice. ATTACHMENT - Housing Kitsap Home Rehabilitation Program Plan and Operations Manual AFFORDABLE HOUSING SERVICES AGREEMENT Page 9 of 9 10867130.1- 366922 - 0001