049-22 - Resolution - Contract with Makers Architecture for Housing Action PlanDocuSign Envelope ID: 9D60ECE2-C624-4931-821B-1F51DA210EE7
RESOLUTION NO.049-22
A RESOLUTION OF THE CITY OF PORT ORCHARD, WASHINGTON, AUTHORIZING
THE MAYOR TO EXECUTE A CONTRACT WITH MAKERS ARCHITECTURE AND
URBAN DESIGN, LLP FOR THE PREPARATION OF A HOUSING ACTION PLAN.
WHEREAS, On February 4, 2022, the City of Port Orchard applied for and successfully
received a State -funded grant of $75,000 from the Washington State Department of Commerce
under the authority granted by Chapter 39.4 RCW for the development of a Housing Action
Plan; and
WHEREAS, on April 12, 2022 the City of Port Orchard executed the Washington State
Department of Commerce Interagency Agreement with the City of Port Orchard through
Growth Management Services for the Housing Action Plan Implementation Grant to adopt a
Housing Action Plan in the amount of $75,000; and
WHEREAS, on May 3, 2022 the Washington State Department of Commerce executed
the Washington State Department of Commerce Interagency Agreement with the City of Port
Orchard for the development of a Housing Action Plan; and
WHEREAS, in accordance with the City's Procurement Policies, staff evaluated the
statements of qualification of 4 firms available through the MRSC consultant roster under the
main category of Design and Planning and the Sub -categories of Community Planning,
Development Regulations, Codes, & Zoning, Housing Assessments and Planning, and Urban
Planning, and determined that Makers Architecture and Urban Design LLP was the most highly
qualified firm; and
WHEREAS, Staff negotiated a contract with Makers Architecture and Urban Design for
the development of a Housing Action Plan and recommends Council approval of the selected
consultant; and now, therefore,
THE CITY COUNCIL OF THE CITY OF PORT ORCHARD, WASHINGTON, HEREBY RESOLVES
AS FOLLOWS:
THAT: It is the intent of the Port Orchard City Council that the recitals set forth above
are hereby adopted and incorporated as findings in support of this Resolution.
THAT: The City Council approves of and authorizes the Mayor to execute a Contract
with Makers Architecture and Urban Design LLP for the development of a Housing
Action Plan, in the amount of $75,000.
THAT: The Resolution shall take full force and effect upon passage and signatures
hereon.
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Resolution No. 049-22
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PASSED by the City Council of the City of Port Orchard, SIGNED by the Mayor and attested
by the Clerk in authentication of such passage this 10th day of May 2022.
DocuSigned by:
I�abt*f P4Mn,W,
RoberEu aansuu, Mayor
ATTEST:
DocuSigned by:
Branc�yWafface, MMC, City Clerk
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Port Orchard Contract #: 069-22
Authorized Amount: 175,000
Date Start: May 11, 2022
Date End: June 30, 2023
CONSULTANT SERVICES AGREEMENT
This Agreement is for Consultant/Professional Services
THIS AGREEMENT is entered into by and between the City of Port Orchard,
Washington, a municipal corporation organized under the laws of the State of Washington ("City") and
Makers Architecture and Urban Desi Imo, ("Consultant") organized under the laws of the State of
Washington Limited Liability Partnership, located and doing business at 500 Union Street, Suite 700,
Seattle, Washington, 98101-2396, (206) 652-5080, Bob Bengford (hereinafter the "Consultant").
RECITALS:
WHEREAS, the City desires to have certain services performed for its residents; and
WHEREAS, the City has selected the Consultant to perform such services pursuant to certain
terms and conditions; and
NOW, THEREFORE, in consideration of the mutual benefits and conditions set forth below,
the parties agree as follows:
AGREEMENT:
1. Scope of Services to be Performed by Consultant.
The Consultant shall perform those services described on Exhibit "A," which is attached hereto and
incorporated herein by this reference as if set forth in full. In performing such services, the Consultant shall
at all times comply with all federal, state, and local statutes, rules and ordinances applicable to the
performance of such services and the handling of any funds used in connection therewith. The Consultant
shall perform the services diligently and completely and in accordance with professional standards of
conduct and performance. The Consultant shall request and obtain prior written approval from the City if
the scope or schedule is to be modified in any way.
If the services provided hereunder are funded in whole or in part under a Grant Funding Agreement,
then Consultant will comply with the terms of such Grant Funding Agreement to ensure that the City is able
to obtain the maximum funding under such Grant Funding Agreement. If this applies, the City will provide
the Consultant with a copy of the Grant Funding Agreement.
If the services provided hereunder are funded in whole or in part under a Grant Funding Agreement,
then Consultant will comply with the terms of such Grant Funding Agreement to ensure that the City is able
to obtain the maximum funding under such Grant Funding Agreement. If this applies, the City will provide
the Consultant with a copy of the Grant Funding Agreement.
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2. Compensation.
The City shall pay the Consultant for services rendered according to the rates and methods set forth
below.
X LUMP SUM. Compensation for these services set forth in Exhibit A shall be a Lump Sum
of $ 75,000
❑ TIME AND MATERIALS NOT TO EXCEED. Compensation for these services shall not
exceed $ without written authorization and will be based on the list of billing
rates and reimbursable expenses attached hereto as Exhibit `B."
❑ TIME AND MATERIALS. Compensation for these services shall be on a time and
materials basis according to the list of billing rates and reimbursable expenses attached hereto as
Exhibit `B."
❑ OTHER
3. Payment.
A. The Consultant shall maintain time and expense records and provide them to the City
monthly after services have been performed, along with monthly invoices in a format acceptable to the
City for work performed to the date of the invoice.
B. All invoices shall be paid by City warrant within thirty (30) days of receipt of a proper
invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the
same within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in
dispute, and the Parties shall immediately make every effort to settle the disputed portion.
C. The Consultant shall keep cost records and accounts pertaining to this Agreement
available for inspection by City representatives for three (3) years after final payment unless a longer
period is required by a third -party agreement. Copies shall be made available on request.
D. On the effective date of this Agreement (or shortly thereafter), the Consultant shall
comply with all federal and state laws applicable to independent contractors, including, but not limited
to, the maintenance of a separate set of books and records that reflect all items of income and expenses
of the Consultant's business, pursuant to Revised Code of Washington (RCW) 51.08.195, as required by
law, to show that the services performed by the Consultant under this Agreement shall not give rise to
an employer -employee relationship between the parties, which is subject to Title 51 RCW, Industrial
Insurance.
E. If the services rendered do not meet the requirements of the Agreement, the Consultant
will correct or modify the work to comply with the Agreement. The City may withhold payment for such
work until the work meets the requirements of the Agreement. The City shall pay the Consultant for
services rendered within ten (10) days after City Council voucher approval. However, if the City objects
to all or any portion of an invoice, it shall notify Consultant and reserves the option to only pay that
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portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to
settle the disputed portion.
F. The City reserves the right to direct the Consultant's compensated services before
reaching the maximum amount.
4. Duration of Agreement.
A. This Agreement shall be in full force and effect for a period commencing on May 11,
2022 and ending June 30, 2023 unless sooner terminated under the provisions of this Agreement. The
City reserves the right to offer two (2) one-year extensions prior to expiration of the Agreement to retain
the Consultant's services.
B. Time is of the essence of this Agreement in each and all of its provisions in which
performance is required. If delays beyond the Consultant's reasonable control occur, the Parties will
negotiate in good faith to determine whether an extension is appropriate.
C. The Consultant shall obtain a City of Port Orchard business license prior to commencing
work pursuant to a written Notice to Proceed.
D. The Consultant is authorized to proceed with services upon receipt of a written Notice to
Proceed.
5. Standard of Care.
The Consultant represents and warrants that it has the requisite training, skill, and experience necessary
to provide the services under this Agreement and is appropriately accredited and licensed by all
applicable agencies and governmental entities. Services provided by the Consultant under this
Agreement will be performed in a manner consistent with that degree of care and skill ordinarily
exercised by members of the same profession currently practicing in similar circumstances.
6. Ownership and Use of Documents.
A. Ownership. Any records, files, documents, drawings, specifications, data, or information,
regardless of form or format, and all other materials produced by the Consultant in connection with the
services provided to the City, shall be the property of the City whether the project for which they were
created is executed or not.
B. Records preservation. Consultant understands that this Agreement is with a government
agency and thus all records created or used in the course of Consultant's work for the City are considered
"public records" and are subject to disclosure by the City under the Public Records Act, Chapter 42.56
RCW ("the Act"). Consultant agrees to safeguard and preserve records in accordance with the Act. The
City may be required, upon request, to disclose the Agreement, and the documents and records submitted
to the City by Consultant, unless an exemption under the Public Records Act applies. If the City receives
a public records request and asks Consultant to search its files for responsive records, Consultant agrees
to make a prompt and thorough search through its files for responsive records and to promptly turn over
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any responsive records to the City's public records officer at no cost to the City.
7. Relationship of the Parties; Independent Consultant.
The Parties intend that an independent contractor -client relationship will be created by this Agreement.
As the Consultant is customarily engaged in an independently established trade which encompasses the
specific service provided to the City hereunder, no agent, employee, representative or sub -consultant of
the Consultant shall be or shall be deemed to be the employee, agent, representative or sub -consultant of
the City. In the performance of the work, the Consultant is an independent contractor with the ability to
control and direct the performance and details of the work, the City being interested only in the results
obtained under this Agreement. None of the benefits provided by the City to its employees, including,
but not limited to, compensation, insurance, and unemployment insurance are available from the City to
the employees, agents, representatives, or sub -consultants of the Consultant. The City shall not be
responsible for withholding or otherwise deducting federal income tax or social security or contributing to
the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the
Consultant, or any employee of the Consultant. The Consultant will be solely and entirely responsible for
its acts and for the acts of its agents, employees, representatives, and sub -consultants during the
performance of this Agreement. The City may, during the term of this Agreement, engage other
independent contractors to perform the same or similar work that the Consultant performs hereunder.
8. Indemnification.
Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, agents, and
volunteers harmless from any and all claims, injuries, damages, losses or suits including attorneys' fees,
arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this
Agreement, except for injuries and damages caused by the sole negligence of the City.
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 Consultant and the City, its officers,
officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend,
hereunder shall be only to the extent of the Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'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.
9. Insurance.
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The Consultant 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 the Consultant, its agents, representatives, or employees.
A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types
described below:
limits:
i. 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.
ii. Commercial General Liability insurance shall be written on ISO occurrence form CG
00 01 and shall cover liability arising from premises, operations, independent
Consultants and personal injury and advertising injury. The City shall be named as
an insured under the Consultant's Commercial General Liability insurance policy
with respect to the work performed for the City.
iii. Workers' Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
iv. Professional Liability insurance appropriate to the Consultant's profession.
B. Minimum Amounts oflnsurance. Consultant shall maintain the following insurance
i. Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
ii. Commercial General Liability insurance shall be written with limits no less
than $1,000,000 each occurrence, $2,000,000 general aggregate.
iii. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
C. Other Insurance Provision. The Consultant's Automobile Liability, Commercial
General Liability, and Professional Liability insurance policies are to contain, or be endorsed to contain,
that they shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool
coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute
with it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A-VII.
E. Verification of Coverage. The Consultant shall furnish the City with original
certificates and a copy of the amendatory endorsements, including but not necessarily limited to the
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additional insured endorsement, evidencing the insurance requirements of the Consultant before
commencement of the work.
F. Notice of Cancellation. The Consultant shall provide the City with written notice
of any policy cancellation, within two business days of their receipt of such notice.
G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain
the insurance as required shall constitute a material breach of contract, upon which the City may, after
giving five business days' notice to the Consultant to correct the breach, immediately terminate the
contract 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 the Consultant from the City.
H. No Limitation. Consultant's maintenance of insurance as required by the
Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or in equity.
10. Record Keeping and Reporting.
A. The Consultant shall maintain accounts and records, including personnel,
property, financial, and programmatic records, which sufficiently and properly reflect all direct and
indirect costs of any nature expended and services performed pursuant to this Agreement. The
Consultant shall also maintain such other records as may be deemed necessary by the City to ensure
proper accounting of all funds contributed by the City to the performance of this Agreement.
B. The foregoing records shall be maintained for a period of seven (7) years after
termination of this Agreement unless permission to destroy them is granted by the Office of the Archivist
in accordance with Chapter 40.14 RCW and by the City.
11. City's Right of Inspection and Audit.
A. Even though the Consultant is an independent contractor with the authority to control and
direct the performance and details of the work authorized under this Agreement, the work must meet the
approval of the City and shall be subject to the City's general right of inspection to secure the satisfactory
completion thereof. The Consultant agrees to comply with all federal, state, and municipal laws, rules,
and regulations that are now effective or become applicable within the terms of this Agreement to the
Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or
accruing out of the performance of such operations.
B. The records and documents with respect to all matters covered by this Agreement shall
be subject at all times to inspection, review or audit by the City during the performance of this
Agreement. All work products, data, studies, worksheets, models, reports, and other materials in support
of the performance of the service, work products, or outcomes fulfilling the contractual obligations are
the products of the City.
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12. Work Performed at the Consultant's Risk.
The Consultant shall take all precautions necessary and shall be responsible for the safety of its
employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all
protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the
Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or
held by the Consultant for use in connection with the work.
13. Termination.
A. Termination without cause. This Agreement may be terminated by the City at any time
for public convenience, for the Consultant's insolvency or bankruptcy, or the Consultant's assignment
for the benefit of creditors.
B. Termination with cause. This Agreement may be terminated upon the default of the
Consultant and the failure of the Consultant to cure such default within a reasonable time after receiving
written notice of the default.
C. Rights Upon Termination.
i. With or Without Cause. Upon termination for any reason, all finished or
unfinished documents, reports, or other material or work of the Consultant pursuant to this
Agreement shall be submitted to the City, and the Consultant shall be entitled to just and equitable
compensation for any satisfactory work completed prior to the date of termination, not to exceed
the total compensation set forth herein. The Consultant shall not be entitled to any reallocation
of cost, profit or overhead. The Consultant shall not in any event be entitled to anticipated profit
on work not performed because of such termination. The Consultant shall use its best efforts to
minimize the compensation payable under this Agreement in the event of such termination. Upon
termination, the City may take over the work and prosecute the same to completion, by contract
or otherwise.
ii. Default. If the Agreement is terminated for default, the Consultant shall
not be entitled to receive any further payments under the Agreement until all work called for has
been fully performed. Any extra cost or damage to the City resulting from such default(s) shall
be deducted from any money due or coming due to the Consultant. The Consultant shall bear any
extra expenses incurred by the City in completing the work, including all increased costs for
completing the work, and all damage sustained, or which may be sustained, by the City by reason
of such default.
D. Suspension. The City may suspend this Agreement, at its sole discretion. Any
reimbursement for expenses incurred due to the suspension shall be limited to the Consultant's
reasonable expenses, and shall be subject to verification. The Consultant shall resume performance of
services under this Agreement without delay when the suspension period ends.
E. Notice of Termination or Suspension. If delivered to the Consultant in person,
termination shall be effective immediately upon the Consultant's receipt of the City's written notice or
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such date as stated in the City's notice of termination, whichever is later. Notice of suspension shall be
given to the Consultant in writing upon one week's advance notice to the Consultant. Such notice shall
indicate the anticipated period of suspension. Notice may also be delivered to the Consultant at the
address set forth in the "Notices" Section herein.
F. Nothing in this Subsection shall prevent the City from seeking any legal remedies it may
otherwise have for the violation or nonperformance of any provisions of this Agreement.
14. Discrimination Prohibited.
A. The Consultant agrees not to discriminate against any employee or applicant for
employment or any other person in the performance of this Agreement because of race, creed, color,
national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state, or
local law or ordinance, except for a bona fide occupational qualification.
B. Violation of this Section shall be a material breach of this Agreement and grounds for
cancellation, termination, or suspension of the Agreement by the City, in whole or in part, and may result
in ineligibility for further work for the City.
15. Force Majeure.
Notwithstanding anything to the contrary in this Agreement, any prevention, delay or stoppage due to
strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor,
or materials or reasonable substitutes therefor, governmental actions, governmental laws, regulations or
restrictions, civil commotions, casualty, actual or threatened public health emergency (including, without
limitation, epidemic, pandemic, famine, disease, plague, quarantine, and other significant public health
risk), governmental edicts, actions, declarations or quarantines by a governmental entity or health
organization, breaches in cybersecurity, and other causes beyond the reasonable control of the Party
obligated to perform, regardless of whether such other causes are (i) foreseeable or unforeseeable or (ii)
related to the specifically enumerated events in this paragraph (collectively, a "Force Majeure"), shall
excuse the performance of such Party for a period equal to any such prevention, delay or stoppage. To
the extent this Agreement specifies a time period for performance of an obligation of either Parry, that
time period shall be extended by the period of any delay in such Party's performance caused by a Force
Majeure. Provided however, that the current COVID-19 pandemic shall not be considered a Force
Majeure unless constraints on a Party's performance that result from the pandemic become substantially
more onerous after the effective date of this Agreement.
16. Assignment and Subcontract.
The Consultant shall not assign or subcontract any portion of the services contemplated by this
Agreement without the prior written consent of the City. Any assignment made without the prior
approval of the City is void.
17. Conflict of Interest.
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The Consultant represents to the City that it has no conflict of interest in performing any of the services
set forth in Exhibit "A." In the event that the Consultant is asked to perform services for a project with
which it may have a conflict, Consultant will immediately disclose such conflict to the City.
18. Confidentiality.
All information regarding the City obtained by the Consultant in performance of this Agreement shall
be considered confidential. Breach of confidentiality by the Consultant shall be grounds for immediate
termination.
19. Non -Appropriation of Funds.
If sufficient funds are not appropriated or allocated for payment under this Agreement for any future
fiscal period, the City will so notify the Consultant and shall not be obligated to make payments for
services or amounts incurred after the end of the current fiscal period. This Agreement will terminate
upon the completion of all remaining services for which funds are allocated. No penalty or expense shall
accrue to the City in the event that the terms of the provision are effectuated.
20. Employment of State Retirees.
The City is a "DRS-covered employer" which is an organization that employs one or more members of
any retirement system administered by the Washington State Department of Retirement Systems (DRS).
Pursuant to RCW 41.50.139(1) and WAC 415-02-325(1), the City is required to elicit on a written form
if any of the Contractor's employees providing services to the City retired using the 2008 Early
Retirement Factors (ERFs), or if the Contractor is owned by an individual who retired using the 2008
ERFs, and whether the nature of the service and compensation would result in a retirement benefit being
suspended. Failure to make this determination exposes the City to significant liability for pension
overpayments. As a result, before commencing work under this Agreement, Contractor shall determine
whether any of its employees providing services to the City or any of the Contractor's owners retired
using the 2008 ERFs, and shall immediately notify the City and shall promptly complete the form
provided by the City after this notification is made. This notification to DRS could impact the payment
of retirement benefits to employees and owners of Contractor. Contractor shall indemnify, defend, and
hold harmless the City from any and all claims, damages, or other liability, including attorneys' fees and
costs, relating to a claim by DRS of a pension overpayment caused by or resulting from Contractor's
failure to comply with the terms of this provision. This provision shall survive termination of this
Agreement.
21. Entire Agreement.
This Agreement contains the entire agreement between the parties, and no other agreements, oral or
otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of the
parties. If there is a conflict between the terms and conditions of this Agreement and the attached
exhibits, then the terms and conditions of this Agreement shall prevail over the exhibits. Either parry
may request changes to the Agreement. Changes which are mutually agreed upon shall be incorporated
by written amendments to this Agreement.
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22. Non -waiver of Breach.
The failure of either parry to insist upon strict performance of any of the covenants and agreements
contained herein, or to exercise any option herein contained in one or more instances, shall not be
construed to be a waiver or relinquishment of said covenants, agreements, or options, and the same shall
be in full force and effect.
23. Modification.
No waiver, alteration, modification of any of the provisions of this Agreement shall be binding unless in
writing and signed by a duly authorized representative of the City and the Consultant.
24. Notices.
All notices or other communications required or permitted under this Agreement shall be in writing and
shall be (a) personally delivered, in which case the notice or communication shall be deemed given on
the date of receipt at the office of the addressee; (b) sent by registered or certified mail, postage prepaid,
return receipt requested, in which case the notice or communication shall be deemed given three (3)
business days after the date of deposit in the United States mail; or (c) sent by overnight delivery using
a nationally recognized overnight courier service, in which case the notice or communication shall be
deemed given one business day after the date of deposit with such courier. In addition, all notices shall
also be emailed, however, email does not substitute for an official notice. Notices shall be sent to the
following addresses:
Notices to the City of Port Orchard shall be sent to the following address:
City Clerk
City of Port Orchard
216 Prospect Street
Port Orchard, Washington 98366
Bwallace@cityfportorchard.us
Phone:360.876.4407 Fax: 360.895.9029
Notices to the Consultant shall be sent to the following address:
Bob Bengford
Makers Architecture and Urban Design
500 Union Street, Suite 700
Seattle, WA 98101-2396
Phone No.: (206) 652-5080
Email: bobb(a,makersarch.com
25. Resolution of Disputes, Governing Law.
A. Should any dispute, misunderstanding or conflict arise as to the terms and conditions
contained in this Agreement, the matter shall first be referred to the Mayor, who shall determine the term
or provision's true intent or meaning. The Mayor shall also decide all questions which may arise between
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the parties relative to the actual services provided or to the sufficiency of the performance hereunder.
B. If any dispute arises between the City and the Consultant under any of the provisions of
this Agreement which cannot be resolved by the Mayor's determination in a reasonable time, or if the
Consultant does not agree with the Mayor's decision on a disputed matter, jurisdiction of any resulting
litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington.
C. This Agreement shall be governed by and construed in accordance with the laws of the
State of Washington. 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.
26. Compliance with Laws.
The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that
are now effective or in the future become applicable to Consultant's business, equipment, and personnel
engaged in operations covered by this Agreement or accruing out of the performance of those operations.
27. Title VI.
The City of Port Orchard, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42
U.S.C. 2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of Transportation
subtitle A, Office of the Secretary, Part 21, nondiscrimination in federally assisted programs of the
Department of Transportation issued pursuant to such Act, must affirmatively insure that its contracts
comply with these regulations.
Therefore, during the performance of this Agreement, the Consultant, for itself, its assignees, and
successors in interest agrees as follows:
A. Compliance with Regulations. The Consultant will comply with the Acts and the
Regulations relative to Nondiscrimination in Federally -assisted programs of the U.S. Department of
Transportation, Federal Highway Administration (FHWA), as they may be amended from time to time,
which are herein incorporated by reference and made a part of this Agreement.
B. Nondiscrimination. The Consultant, with regard to the work performed by it during this
Agreement, will not discriminate on the grounds of race, color, national origin, sex, age, disability,
income -level, or LEP in the selection and retention of subcontractors, including procurements of
materials and leases of equipment. The Consultant will not participate directly or indirectly in the
discrimination prohibited by the Acts and the Regulations as set forth in Appendix A, attached hereto
and incorporated herein by this reference, including employment practices when this Agreement covers
any activity, project, or program set forth in Appendix B of 49 C.F.R. part 21.
C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In
all solicitations, either by competitive bidding, or negotiation made by the Consultant for work to be
performed under a subcontract, including procurements of materials, or leases of equipment, each
potential subcontractor or supplier will be notified by the Consultant of the Consultant's obligations
under this Agreement and the Acts and the Regulations relative to Non-discrimination on the grounds of
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race, color, national origin, sex, age, disability, income -level, or LEP.
D. Information and Reports. The Consultant will provide all information and reports
required by the Acts, the Regulations and directives issued pursuant thereto and will permit access to its
books, records, accounts, other sources of information, and its facilities as may be determined by the
City or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions.
Where any information required of the Consultant is in the exclusive possession of another who fails or
refuses to furnish the information, the Consultant will so certify to the City or the FHWA, as appropriate,
and will set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance. In the event of the Consultant's noncompliance with the
non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or
the FHWA may determine to be appropriate, including, but not limited to:
i. withholding payments to the Consultant under the Agreement until the contractor
complies; and/or
ii. cancelling, terminating, or suspending the Agreement, in whole or in part.
F. Incorporation of Provisions. The Consultant will include the provisions of paragraphs
one through six in every subcontract, including procurements of materials and leases of equipment,
unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Consultant will
take action with respect to any subcontract or procurement as the City or the FHWA may direct as a
means of enforcing such provisions including sanctions for noncompliance. Provided, that if the
Consultant becomes involved in, or is threatened with litigation by a subcontractor, or supplier because
of such direction, the Consultant may request the City to enter into any litigation to protect the interests
of the City. In addition, the Consultant may request the United States to enter into the litigation to protect
the interests of the United States.
28. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall constitute an
original, and all of which will together constitute this one Agreement.
29. Severability.
Any provision or part of this Agreement held to be void or unenforceable under any law or regulation
shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the
City and the Consultant, who agree that the Agreement shall be reformed to replace such stricken
provision or part with a valid and enforceable provision that comes as close as reasonably possible to
expressing the intent of the stricken provision.
IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the
dates listed below.
CONSULTANT
CITY OF PORT ORCHARD
City of Port Orchard and Makers Architecture and Urban Design LLP
Professional Service Agreement Contract No. 069-22
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By: S�6 5�
Title: Bob Bengford, Makers, Partner
Date: 5/11/2022
by:
By: F�DOCUSIgned
bt*f P4M MWuL
R'BobW Wffiffguu, Mayor
Date:
ATTEST/AUTHENTICATE
FDocuSigned by:
va�n UJAUAtL
Brandy Wallace, MMC, City Clerk
APPROVED AS TO FORM
DocuSigned by:
Port Orchard City Attorney's Office
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EXHIBIT A
Scope of Services to be Provided by Consultant. The Consultant shall furnish services including, but
not limited to, the following outlined and attached separately.
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EXHIBIT B
Rates for Services to be Provided by Consultant. The Consultant shall furnish the services in accordance
with the rates specified below or attached hereto, as Exhibit B.
[NOTE: If this is a multi -year contract and the rates may be increased after the first or second year, then
Exhibit B should contain a minimum of a 60-day advance notice provision for raising rates with a
limitation, i.e., no more than annual CPI-U for Seattle/Tacoma/Bellevue. If this circumstance is present,
please run the adjustment language through the City Attorney's Office.]
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APPENDIX A
During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in
interest agrees to comply with the following non-discrimination statutes and authorities; including but
not limited to:
Pertinent Non -Discrimination Authorities:
• 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 C.F.R. Part 21.
• 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 C.F.R. 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 USC§ 471, Section 4 7123), 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 II 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.P.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 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
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VI, you must take reasonable steps to -ensure that LEP persons have meaningful access to your
programs (70 Fed. Reg. at 74087 to 74100);
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).
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Exhibit A
Port Orchard Housing Action Plan
Scope of Work
April 27, 2022
Grant Objective
Develop a housing action plan to encourage construction of additional affordable and market rate
housing in a greater variety of housing types and at prices that are accessible to a greater variety of
incomes, including strategies aimed at the for -profit single-family home market.
Overview
The scope of work is organized into these overarching actions:
Project startup
Action 1 — Existing conditions review
Action 2 — Provide for participation and input from community members
Action 3 — Evaluation and development of policies and tools for increasing housing diversity
Action 4 — Project adoption
Budget
Research Questions
The following research questions will guide the team's work under each action and step.
1. What are the most pressing housing needs in Port Orchard for each segment of the population
(based on income, ability/disability, family size/type, etc.)?
2. What are we most concerned about and most hopeful about for residential development in Port
Orchard over the next 10 years?
3. What code updates can be made to meet the needs of all economic segments of the Port
Orchard community?
4. What are the biggest longstanding or new barriers to affordable and diverse residential
development in Port Orchard?
5. What new or updated tools, policies, staff capacity, and funding are mostly likely to meet Port
Orchard's housing goals related to affordability and choice?
Assumptions
• The ideal deadline for this project is April 1, 2023, although the end of the fiscal year (June 30,
2023) is also possible to use for flex time.
• The consultant team will primarily attend meetings virtually. The consultant team may attend
a limited number of in -person meetings when face-to-face communication will be most
beneficial. In -person meetings should be scheduled at least two weeks in advance.
• Travel and/or remote engagement support costs will be billed to the relevant Action budget
(see budget section below for further details).
• The budget assumes 12-15 stakeholder interview meetings.
• Bob Bengford will be the partner -in -charge and strategic advisor; Scott Bonjukian will be the
project manager; Markus Johnson will be the project planner; Rachel Miller will provide
strategic public engagement expertise; and other MAKERS staff will provide support as
necessary based on project needs and availability.
• The project deliverables need to include specific recommendations that can be implemented
immediately. They also need to support the update of the Housing Element of the Port
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Orchard Comprehensive Plan (in 2024), especially with regards to recent GMA updates on
housing needs data.
Project Startup
This phase of the project will consist of the following work. Work sequencing will overlap with the
performance of Action 1 and Action 2.
Background Review
Review of related City documents and studies including key elements of the Comprehensive Plan and
the Affordable Housing Strategic Plan.
Data Request
The consultant team will send staff a concise request for data such as permitting information, GIS data,
recent site plans, and other information that will be needed to support the project.
Internal Kickoff Meeting
Project kickoff meeting with multidepartment City staff and key members of the City Council to
discuss project priorities, housing issues, schedule, outcome, and public engagement participants.
Public Kickoff Meeting
Following the internal kickoff meeting, a public -facing kickoff meeting will be held to introduce the
public to the project team and the project objectives. Key project stakeholders, identified at the
internal kickoff meeting, could be invited. MAKERS will lead a presentation on Port Orchard's current
housing policies, basic existing conditions information gathered to -date, and ask for priorities and
concerns. The public kickoff meeting should be scheduled on the agenda of a regular City Council
meeting or committee meeting, rather than a standalone event, to save effort and expense.
Housing Tour
Staff will lead the consultant team on a citywide tour and windshield survey to view recent housing
development. This could be combined with the date of kickoff meeting(s) listed above and/or with in -
person stakeholder interviews conducted during Action 2.
Action 1 - Existing conditions review
Steps
Description
Start Date
End Date
Lead/Support
1.1
Analyze population and employment trends,
June 2022
October 2022
Leland
with documentation of projections.
1.2
Quantify existing and projected housing needs
June 2022
October 2022
Leland
for all income levels, including extremely low-
income households, with documentation of
housing and household characteristics, and cost -
burdened households.
1.3
Collect data on type, size, cost, and age of
June 2022
October 2022
Leland/MAKERS
housing in the city. Collect data on rental
properties (e.g., type, size, cost, and age) and
percentage of housing stock.
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Steps
Description
Start Date
End Date
Lead/Support
1.4
Review and evaluate the current housing
June 2022
October 2022
MAKERS
element and other policies regarding housing,
including an evaluation of success in attaining
planned housing types and units, achievement
of goals and policies, and implementation of the
schedule of programs and actions.
1.5
Review the effectiveness of current programs,
June 2022
October 2022
Leland/MAKERS
development regulations and permitting
processes related to housing development.
1.6
Review land capacity analysis and review ability
June 2022
October 2022
Leland
of existing zoning to provide for housing needs
and all income brackets.
1.7
Identify areas that may be at higher risk of
June 2022
October 2022
Leland
displacement from market forces.
Action 1 Deliverables:
Meeting notes
Project goal or vision statement (see RCW 36.70A.070(2)(d) for guidance)
Existing Conditions and Housing Needs Analysis Report (deliverable 1)
Action 2 - Provide for participation and input from community members
Steps
Description
Start Date
End Date
Lead/Support
2.1
Identify groups that should be included in
June 2022
August 2022
Staff/MAKERS
outreach.
2.2
Conduct public outreach to develop goals and
June 2022
Nov 2022
MAKERS/Leland
objectives.
2.3
Conduct community survey to identify demand
June 2022
Nov 2022
MAKERS/Leland
for housing types among current population.
2.4
Develop stakeholder groups to gather input
June 2022
Dec 2022
MAKERS/Leland
from housing advocates, housing providers and
social service organizations. Stakeholders may
include City Councilmembers, residents,
developers, neighborhood associations,
tenants, and religious organizations.
Action 2 Deliverables:
• Public Engagement Plan (deliverable 2a)
• Community survey
• Stakeholder interviews
• Summary of all public engagement results (deliverable 2b)
Action 3 - Evaluation and development of policies and tools for increasing
housing diversity
Steps
Description
Start Date
End Date
Lead/Support
3.1
Develop strategies to increase the supply of
Aug 2022
Jan 2023
MAKERS/Leland
housing, and variety of housing types, needed
to serve the housing needs identified above.
Within urban growth area boundaries, develop
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Steps
Description
Start Date
End Date
Lead/Support
strategies to accommodate moderate density
housing options.
3.2
Develop anti -displacement strategies, including
Aug 2022
Jan 2023
Leland/MAKERS
strategies to minimize displacement of low-
income residents resulting from
redevelopment.
3.3
Review strategies to plan for and accommodate
Aug 2022
Jan 2023
Leland/MAKERS
existing and projected needs of all economic
segments of the community, including
documenting programs and actions needed to
achieve housing availability including gaps in
local funding, barriers such as development
regulations, and other limitations.
3.4
Identify local policies and regulations that result
Aug 2022
Jan 2023
Leland/MAKERS
in racially disparate impacts, displacement, and
exclusion in housing and identify policies and
regulations to address and begin to undo these
impacts.
3.5
Develop a schedule of programs and actions to
Nov 2022
Jan 2023
MAKERS/Leland
implement the recommendations of the
housing action plan.
Action 3 Deliverables:
• Draft Housing Action Plan (deliverable 3)
Action 4 - Project Adoption
Steps
Description
Start Date
End Date
Lead/Support
4.1
Present draft HAP and public hearing before
Jan 2023
Feb 2023
MAKERS/Leland
the Planning Commission, make changes as
needed.
4.2
Present draft HAP and public hearing before
Feb 2023
March 2023
MAKERS/Leland
the City Council, make changes as needed.
4.3
Prepare ordinance and/or resolution for Council
March 2023
April 2023
MAKERS/Leland
adoption.
Note: Per the terms of the grant, the Action 4 schedule is being left open to June 2023 in case of
unforeseen circumstances, but it is tentatively scheduled to be completed by April 2023.
Action 4 Deliverables:
Adopted Housing Action Plan (deliverable 4)
Adopting ordinance
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Budget
The proposed budget uses slightly different allocations between Actions 1-4 than listed in the
Department of Commerce grant contract based on our experience developing Housing Action Plans.
The minimum 20% of budget for Action 4 is maintained. The proposed budget also includes a new
line item for travel and/or remote engagement costs.
Port Orchard Housing Action Plan
MAKERS
Leland
Teammemberrote
Bob
Bengford
Scott
Bonjukian
Rachel
Miller
Markus
bhnson
Chris
Zahas
Sam
Brookham
Bit/ingrate
$220
$165
$140
1 $105
1 $225
$150
Hours
Amount
Action
Hours
1
Existing conditions review
10
15
0
10
20
20
75
$ 13,225
2
Provide for participation and input
from community members
15
25
8
20
15
25
108
$ 17,770
3
Evaluation and development of
policiesand toolsfor increasing
housing diversity
15
30
5
20
35
55
160
$ 27,175
4
Project adoption
10
25
5
20
20
10
90
1 $ 15,125
SUBTOTAL
50
95
18
70
90
110
433
$ 73,295
$11,000 $15,675 1 $2,520 1 $7,350 1 $20,250 1 $16,500 1$73,295
$36,545 1$36,750
Travel expenses and/or remote engagement support (lump sum) $1,500
TOTAL T
$ 74,795
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