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2024-11-12 Council Special PacketAgenda Edmonds City Council SPECIAL MEETING NOTICE COUNCIL CHAMBERS 250 5TH AVE NORTH, EDMONDS, WA 98020 NOVEMBER 12, 2024, 5:30 PM PERSONS WISHING TO JOIN THIS MEETING VIRTUALLY IN LIEU OF IN -PERSON ATTENDANCE CAN CLICK ON OR PASTE THE FOLLOWING ZOOM MEETING LINK INTO A WEB BROWSER USING A COMPUTER OR SMART PHONE: HTTPS://ZOOM. US/J/95798484261 OR JOIN BY PHONE: US: +1 253 215 8782 WEBINAR ID: 957 9848 4261 1. CALL TO ORDER 2. COUNCIL BUSINESS 1. 2025 Lodging Tax Budget (15 min) 2. Edmonds Downtown Alliance 2025-2026 Work Plan and Budget (20 min) 3. 84th Ave W Walkway (234th St SW — 238th St SW) Project Update (30 min) 4. Discussion of Ecoremedy, LLC extended Operations and Maintenance Contract (5 min) ADJOURNMENT 6:45 PM Edmonds City Council Agenda November 12, 2024 Page 1 2.1 City Council Agenda Item Meeting Date: 11/12/2024 2025 Lodging Tax Budget Staff Lead: Todd Tatumn Department: Economic Development Preparer: Todd Tatum Background/History A tax of 2% on the sale of, or charge made for, the furnishing of lodging by a hotel, rooming house, tourist court, motel, or trailer camp ... for a continuous period of less than one month was imposed for the purposes of paying all or any part of the cost of tourism, promotion, acquisition of tourism -related facilities, or the operation of tourism -related facilities. A Lodging Tax Advisory Committee (LTAC) reviews applications for this fund, and makes funding recommendations to the legislative body. Changes to the proposed use of funds must be submitted to the LTAC 45 days prior to final action by the city council. The LTAC must take public comment on the proposed change and may submit comments to the city council. Failure of the Committee to provide comments does not preclude the city council from taking action on the lodging tax budget after 45 days. The LTAC approved a recommended budget on 6/12/24. The mayor's proposed budget uses an additional $49,000 from ending fund balance above the Committee's recommended budget to compensate for tourism dollars which were traditionally allocated in the General Fund, but were reduced this biennium due to the city's financial situation. The LTAC was informed of this on 10/09/24. 45 days from this date is 11/23/24. Staff Recommendation After allowing for comments from the LTAC and after 11/23/24, consider approving the lodging tax budget as it appears in the Mayor's proposed budget. Narrative The attached budget shows the original budget as approved by the LTAC on 6/12/24. The column labeled "Mayor's Proposed 2025 Budget" shows the specific areas of increase highlighted in yellow, and the resulting decrease in ending fund balance for fund 120. Fund 123 is not impacted by any proposed changes to the LTAC approved budget. Attachments: 2025 Lodging Tax Fund 120 2025 Lodging Tax Fund 123 2025 Lodging Tax Budget Presentation v2 Packet Pg. 2 LTAC Budget 2.1.a Revenue 75% Fund 120 - General Tourism Promotion 25% Fund 123 - Arts/Culture Tourism Promotion Total Lodging Tax Revenue - 120 Fund Beginning Fund Balance * 75% Fund 120 - General Tourism Promotion Revenue Interest Total: ON -GOING EXPENDITURES General Tourism Promotion (Fund 120): Professional Services Design and Printing of rack card Distribution of rack card Promotion/support of Bird Fest Chamber of Commerce (Edmonds Visitor's Center & evei Tourism Promotion/Website/Calendar Support Website Hosting/Technical Updates Organic Social Media Advertising General Advertising Cascadia Art Museum Edmonds Center for the Arts Miscellaneous Miscellaneous - Design, photography, emerging opportunities Interfund Transfer Transfer to Fund 117 for arts promotion etc. On -going Expenditure Subtotal: ONE-TIME EXPENDITURES Professional Services Log Cabin Maintenance (2025) One-time Subtotal Fund 120 Ending Fund Balance Mayors LTAC Approved Proposed 2025 Budget 1 2025 Budget $119,732 $39,910 $159,641 $142,287 $119,732 $0 $262,019 $2,500 $2,500 $1,500 $10, 000 $37,000 $2,500 $20,000 $30,000 $15, 000 $15, 000 $4,000 $140,000 $5,000 $5,000 $117,019 $119,732 $39,910 159,641 $142,287 $119,732 $0 $262,019 $2,500 $2,500 $1,500 $10, 000 $725500 $2,500 $20, 000 $425712 $15, 000 $15, 000 '0 UM *off $5,000 $5,000 $68,019 X 0 0 J L0 N O O N LL x 0 J LO N O N E 0 0 a 11 /7/2024 Packet Pg. 3 LTAC Budget 2.1.b LTAC Approved 2025 Budget 123 Fund Beginning Fund Balance* $136,071 25% Fund 123 - Arts/Culture Tourism Promotion $39,910 Interest $1,000 Total: $176,980 On -going Expenditures: Art/Culture Tourism Promotion Grants: Cascade Symphony $2,800 EAF for Art Studio Tour $2,800 DeMiero Jazz Festival $2,950 Olympic Ballet Theater $2,950 Driftwood Theater $2,950 Art Walk $2,800 Porchfest $2,000 Jazz Connection - Rotary $2,950 Multicultural Association of Edmonds $2,800 Subtotal - Tourism Promotion Grants $25,000 Write on the Sound $9,500 Promotion of public art/brochure/web $3,000 Subtotal - LTAC approved EAC program expenditures $37,500 Subtotal: Expenditures $37,500 Fund 123 Ending Fund Balance 1 $139,4801 *Adjustment - Investment Interest Fund 123 Ending Fund Balance $139,480 m x CU O J N O N C) N _ 7 LL X _ O J N O N w _ d E t U f� Q 11 /4/2024 Packet Pg. 4 2.1.c '= CITY OF EDMONDS WASHINGTOI% The 2025 Budget Lodging Tax November 12, 2024 Todd Tatum Packet Pg. 5 2.1.c '= CITY OF EDMONDS WASHINGTOI% I. 2025 budget highlights II. Budget cut impacts Packet Pg. 6 2.1.c '= CITY OF EDMONDS WASHING IOI, 2025 BUDGET HIGHLIGHTS Packet Pg. 7 2.1.c Revenue LTAC Approved 2025 Budget Total Projected Lodging Tax Revenue $159,641 75% Fund 120 - General Tourism Promotion $119,732 25% Fund 123 - Arts/Culture Tourism Promotion $39,910 r as X O J LO N O N !tay C E r I t Packet Pg. 8 2.1.c LTAC Approved 2025 Budget Mayor's Proposed 2025 Budget a) Revenue 75% Fund 120 - General Tourism Promotion $119,732 $119,732 m ?� 5 /o Fund 123 - Arts/Culture Tourism Promotion $39,91 $39,910 Fund 120 total Lodging Tax Revenue $159,641 $159,641 H 120 Fund = 3eginning Fund Balance" $142,287 $142,287 O 75% Fund 120 - General Tourism Promotion Revenue $119,732 $119,732 -1 Interest $ $0 N Total: $262,019 $262,019 C N :)N-GOING EXPENDITURES N 3eneral Tourism Promotion (Fund 120): _ professional Services O Design and Printing of rack card $2,500 $2,500 Distribution of rack card $2,500 $2,500 = Promotion/support of Bird Fest $1,500 $1,500 d N Chamber of Commerce (Edmonds Visitor's Center & L ;vents) $10,00C $10,00 a Tourism Promotion/Website/Calendar Support $37,OOC $72,500 r Website Hosting/Technical Updates $2,50C $2,500 Organic Social Media $20,OOC $20,000 m Advertising X General Advertising $30,OOC $42,712 F- Cascadia Art Museum $15,00( $15,00 Edmonds Center for the Arts $15,OOC $15,00 = Miscellaneous Miscellaneous - Design, photography, emerging )pportunities $ $788 J nterfund Transfer N Transfer to Fund 117 for arts promotion etc. $4,000 $4,000 c N 9n-going Expenditure Subtotal: $140,000 $189,000 }; 3NE-TIME EXPENDITURES ` professional Services -og Cabin Maintenance (2025) $5,000 $5,00 0 )ne-time Subtotal $5,00 $5,00 Q =und 120 Ending Fund Balance $117,01 $68,01 '��•" Packet Pg. 9 2.1.c 123 Fund Fund 123 3eginning Fund Balance* $136,071 25% Fund 123 - Arts/Culture Tourism Promotion $39,910 Interest $1,000 Total: $176,980 Dn-going Expenditures: Art/Culture Tourism Promotion Grants: Cascade Symphony $2,800 EAF for Art Studio Tour $2,800 DeMiero Jazz Festival $2,950 Olympic Ballet Theater $2,950 Driftwood Theater $2,950 Art Walk $2,800 Porchfest $2,000 Jazz Connection - Rotary $2,950 Multicultural Association of Edmonds $2,800 Subtotal - Tourism Promotion Grants $25,000 Write on the Sound $9,500 Promotion of public art/brochure/web $3,000 Subtotal - LTAC approved EAC program expenditures $37,500 Subtotal: Expenditures $37,500 =und 123 Ending Fund Balance $139,480 Packet Pg. 10 2.1.c '= CITY OF EDMONDS WASHING IOI, BUDGET CUT IMPACTS Packet Pg. 11 2.1.c Impacts • The replacement of General Fund with Lodging Tax for tourism promotion allows us to maintain our destination marketing effo its • If carried on to 20261, we'd have an ending fund balance of N$6,000 • The LTAC must now allow for public comment • The JAC has a 45 day window to respond to this change before Council may adopt the change • This window started on 10/09/24 and will end on 11/23/24 Packet Pg. 12 2.1.c 2026 Lodging tax funds many grants per year. These run on an annual basis. We'll come back in mid-2025 to amend the 2026 budget to reflect these grant awards and update revenues and expenditures. Packet Pg. 13 2.1.c '= CITY OF EDMONDS WASHINGIOI, THANK YOU Packet Pg. 14 2.2 City Council Agenda Item Meeting Date: 11/12/2024 Edmonds Downtown Alliance 2025-2026 Work Plan and Budget Staff Lead: Todd Tatum Department: Economic Development Preparer: Todd Tatum Background/History The Edmonds Downtown Alliance (aka Business Improvement District) is required to submit an annual work plan and budget to the city for approval. Accordingly, the Downtown Alliance submitted its proposed 2025-2026 work plan and budget (attached here), which will be presented at the 11/12/24 City Council meeting. Staff Recommendation Approve the Edmonds Downtown Alliance's work plan and budget for 2025-2026 Narrative The proposed Work Plan includes programmatic work and supporting expenditures in the following areas, as detailed in the attached Work Plan: - Administration - Communication and Outreach - Marketing/Advertising - Appearance and Environment 2025 revenue is projected at $79,206, and expenditures at $84,445 , which includes $5,239 in fund balance. 2026 revenue is projected at $80,400, and expenditures at 80,400. Attachments: 2025-26-Ed-Budget-Proposed Final-2025-26-City-Council Packet Pg. 15 2.2.a 2026 Ed! FINAL Proposed REVENUES 2025 Proposed 2026 Proposed Beginning Fund Balance $14,600 $9,364 Projected Revenue $79,209 $79,209 Projected Donations PROJECTED AVAILABLE FUNDS $93,809 $88,573 EXPENSES Operating Expenses (domain reg, hosting, Gsuite, PO Box fees, tax filing, nonprofit filing, Zoom) $1,050 $1,050 Misc Supplies $150 $150 Administration Program Management 35 hrs/mo $21,000 $21,000 Subtotal $22,200 $22,200 Digital Advertising -Articles $5,500 $5,000 Edmonds Holidays Campaign $8,845 $6,000 Photography (articles, social media) $7,200 $7,200 Copywriting $6,600 $6,600 Marketing Program Management 15 hrs/mo $9,000 $91000 Holiday Program Management 20 hrs $1,000 $1,000 Website Design/Updates $3,500 $3,500 Budget Supplement from Fund Balance for Winter Marketing Campaign $500 $500 Budget Supplement from Fund Balance for Summer Marketing Campaign $3,400 $3,400 Subtotal $45,545 $42,200 • Annual Meeting $1,500 $1,500 City Events (4th, Taste) $500 $0 My Edmonds News Outreach $330 $330 New Member Communications $250 $250 Annual Member Update & Assessments $620 $620 Budget Supplement from Fund Balance for Main St Conference $700 Communication and Outreach Program Management 20 hrs $1,000 $1,000 Budget Supplement from Fund Balance for Additional Mailing $0 $500 Subtotal $4,900 $4,200 d m c a L 0 cfl N LO N d V _ Q _ 3 0 _ 3 0 0 y _ 0 E w Q Packet Pg. 16 2.2.a Umbrella Program $10,600 $10,600 After Hours Parking Signage $0 $0 Appearance and Environment Program Management 2 hrs/mo $1,200 $1,200 Budget Supplement from Fund Balance for Creative Messaging $0 $0 Budget Supplement from Fund Balance for Directional Signage/Map $0 $0 Subtotal $11,800 $11,800 TOTAL BUDGETED EXPENDITURES $84,445 $80,400 TOTAL REVENUE $93,809 $88,573 • As Percentage of On -Going Revenue $9,364 $8,173 11.8% 10.3% BUDGET SUPPLEMENTS FOR EXPENDITURES FROM FUND BALANCE $500 $500 .• • $500 $3,500 $700 • $700 SUBTOTAL $5,200 $1,200 Q Packet Pg. 17 Ed ! 2024 in Review November 12, 2024 Packet Pg. 18 "114� O'l, History of Ed ! 0 I I Packet Pg. 19 Why Ed!? • A stable and predictable self -funding mechanism to support downtown -only marketing and programs • To create something bigger and better than any one of our businesses could accomplish on our own • Bring a new level of professionalism in our look and feel for promoting downtown • Focus on our downtown core i Packet Pg. 20 Approved Categories in BID Ordinance • Marketing & Hospitality • Safety & Cleanliness • Appearance & Environment • Transportation • Business Recruitment & Retention • Organization 2.2.b Ed!'s Mission Statement Ed! is a focused, funded organization that supports and improves business conditions in Edmonds. Our goal is to ensure our downtown stays lively, attractive, prosperous and welcoming to everyone. I I I No i Packet Pg. 22 2.2.b The 2024 — 2025 Member Advisory Board Kimberly Koenig President Rogue nor Sheila Cloney Vice President Anchor Chic Olivia Brown -Latham Secretary Sugarology Edmonds Lisa Epstein Treasurer Salish Insurance Group Ricky Bobadilla Santa Fe Mexican Grill & Cantina Cheryl Farrish Certa Farrish Law Group Jen Lawson crow Beth Sanger Ombu Salon + Spa Jeri Cullin The Paper Feather _ CU a Liz Morgan 'L FIELD by Mo � 1 & Moss N LO N d V _ R 2 _ O _ 3 Carrie HulbE o Program Manager E M w 3 O V r c.> c� N LO N O N CU _ r a� E s �a r El T r Packet PiEl 2.2.b Professional Expertise Volunteer advisory board of member business representatives have a wide range of expertise, offering their fresh ideas for free Paid experts with extensive professional experience are utilized strategically This combination of skills results in highly professional, targeted and nimble executions with a small budget w Packet Pg. 24 2.2.b Going Forward City Council asked that we provide a work plan that contemplates re -initialization and implementation of certain best practices not later than summer of 2025. We presented that work plan to Council in June 2024. Our next steps are: • Conduct outreach to property and business owners • Create BIA options, such as adjustments to services, boundaries, budget, and organizational structure Packet Pg. 25 2.2.b Assessment qQ• S W 0� 0 T ©' Outreach, Situational Assessment, & Priorities :211"Ore : Planning Option Vetting BIA Options: • Services • Boundary • Assessment • Budget • Organization structure City Process Outreach, Vetting, & Petitions .i Council Process Draft Proposal, A I � uncommo O L) N N 0 N M iL a� E s �a a : aLoi I &TO I Kv Packet .. 7 Appearance & Environment Program 1 1_ [a] 0 I c R a L 0 N Lf! N 0 a 3 0 c 3 0 0 U) c 0 E w E tow - Spot 2.2.b After Hours Parking Signs 3 locations: • Sound Credit Union • WA Federal • US Bank Adds 50 spots downtown Packet Pg. 29 ' r "Discover Downtown" Directional Flags F 0& EOMONOS ,y 4meow us - Ems~ • - � _ _ EDMONDS"�'- dinner, osses y DiScOverAftnt,w •or9 •. - 2.2.b Communication & Outreach Program 1 0 I I Packet Pg. 31 c R a L 0 N L! N 0 0 a C 3 0 4.1 3 0 0 U) M c 0 E w 2.2.b Member Outreach Keep members up to date via Annual Meeting, Year in Review brochure, email newsletter, web page and new member information & visits P Edmonds Ed. 0oo�7tow RM 0 w un 1011-1 ►7w N �i M w..r rwr. a."— iMrr.Q.WL 6"1 �.W Y...._ M.w MJ Mqj IMS Partne 19911 Ifrlr..r.r�.re.J1U•►I'rr /rNr. u.♦ �P�rw�r r��.�.i.�rr.Irrr rr..rJallnr�Alr.. 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'�. - -�, �. a. _ � �•'. � 1 •� •-y �.- .,•��, - .,t .� �. __ •`t ;"AM'a_l4{. ._t "j. fw_ • lye'.. .x ^ -�. .. �• '...J�lrfill � - ' � - �, t." ti t r Member business director � Y ; IV • Feature articlesF_ • Business Spotlights Love Edmonds , ` shop, IN* and play in Oowmtmn EdwootW • Parking info page �.. • Edmonds info ^ Eat 8 Drink Services i Shopping rarM Sri .1- 4 2.2.b Site Directory Provide an additional digital presence for businesses Category & business pages viewed 99,000 times past year P- , , , ,'1 C . , „a OWL r B.ILsumo B.wty ea, Chrom. Salon and Spa jr in EAt 3 Drink In Edrri"ds WIMP A Very T.k; Ti4i 6.r a ' U-A Gnu —19 Fale's She&, 04fight Kara Nails a Lashes �� CAf?%O Calypso Edmonds `.� .,,+� Macklash ♦ Brow Bar Main St. Naas a Spa CMnt.r.11. Cafe Loewe AcNmK A Hembp Systasna rwAss r% Anchor Chit I Csnx�no G.4to Cons.gnm.M Ar"I's WW * Collars Shopping Ally 0.11 h9— Ana St.d.o Gall.ry AftTspot Edmonds Packet Pg. 38 2.2.b Web Feature Articles • Since 2018 Ed! has used compelling stories to promote downtown • Highlight Edmonds businesses, campaigns, events and the unique qualities of downtown • Viewed 29,000 times in last year • Drives most site traffic, which is +31% More Summer Lovin' Downtown Edmonds New Year, New Downtown Businesses a Six Downtown Edmonds 0 Italian Restaurants to Fill 3: Your Heart and Belly N 3 O r <0 N LO N O N C4 a LL 41 E El m i Y L N LC> N �� i •� C , 3 i nr cwwsiar ..- O �► -7 ca ,tea _ E w N Lh / ►` ' ' L . O 1,4 cE LL E ` is Packet Pg. 40 2.2.b Digital Advertising • Promote Spotlights, Features, campaigns, and services • Ads have been seen nearly 1.4M times past year • Strong average link clickthrough rate of 2.14% Wn-W 10NOW BNpeMft&"ab E*O&ids Big Spe"bi tore Gw* V _i ® Mass .Oarr r rrn. X 2 ti+r►tiw. nwrrowa.w am% N rya._ r 7- _t _` wJ .3.A ww bra O W W oar Q M�.r. rYW 6 W MaNNO. , ' c 3 O 0 0 y lrr.r�brYr.. rr.. 0 yr........... E W Y.�A i.✓•.• rrrw •� �.o....•.. «.+» off.. wew o. O eer.grw.rv.r.w-. � I N Lh N I O N .r ci w 1 UL d I ...�..r..� -. E Levu r�or..Or w v Q Packet Pg. 41 2.2.b Social Media Instagram: 10,087 followers Facebook: 3,351 followers 37% follower growth 65% follower growth {R w& M o" ON w r.rra M-mm— /rmM O fto a...A O err W4" tare *r••+ A• O •aM�w.ew 4 ew W .~ 11 ftow" O a N Ln N d I O _ ' 3 0 0 _ o i W 11liance U C 7 O U 0"' U Oa1M• M M • if••Y ♦ Lp •m0 Wm'^{wmA• WO me" r W 0" a ww WM Mew...•, N wwMo•rMrF/r�/rYNAw 11�1�Yrlerer�•e�wr�r.rw• �ww - rwe w erwe w w. • N rw nwr eM~ 00 I" • wwr r MrY bft. frru, • eer. m grwu r •yrr«n r ew+ w w.w perr r �WY � rrww C C d ■W E ., r+ r� Q L� Edmonds Holidays PSI Ali I .. , ;-� • i, ,, ;...:ram-. •..del. r/ ': t o ;:... A• Ai Campaign • Holiday Trolley + Emily the Elf • Festive Drink Bingo • First Dibs • Window clings • Edmonds Holidays website • Posters & table tents • Social Media ads & features z +� Rill I h G - t FIRST VA TSAIVROA•. "*Wesel* III. '1 IE 4 a N Ik 49-- «�urat C-U311 ho ft�Nk Lovin" Summer Edmo 4 nds Campaign' \ r Il • Window clings • Water bottle stickers • "Discover Downtown" flags r • Posters & table tents r • Ads and website features ED Discover Downtown I CREAM JIM%& R Day Campaign Po �/z e cc a ;em^�t77--S DAY o DOWNTOWNIN EDMONDS N Ln N O night of shopping . • • • C a •'• •••v"v 3 0 3 • Ads . • website. p - rn c O • P• -0 PARTICIPATING LOCATIONS: W U Ancl.or CAc Edmanh Ba+►J.e► Th. Ppa. i..tl.., C Window• clings Ca.a ..r FIEIVMo.Ean L M«. P.I..datm La-* a.. O f..Ki i 8nard `,n A T6. i.a•r RnE..• GI>9N Edr..ad. G4" v No -IN Sah i 6*- r� U • Water • •ttle stickers CaT►V"'t G.ra.i'sOoww SlawSalon -SIa 6 N �•�•• l+h.rah TI.. S«.J Own Co Ln OMARKET f.aww.t T... O Ta...na N O...t.d Vdlap t+C cf^o 1 S.ar. M c LL- c d L� r _ Q Packet Pg. 45 NIT Edmon S., P relde Cam ai n ��`` \\ti �� � - _ter t*�.�•- `. + `, �',� .00 • Pride Stride • Edmonds Pride stickers Is Ads and website feature A L� v Packet Pg. 46 Work Plan & Budget r-, 2 Packet Pg. 47 2.2.b 2025 Proposed Budget Administration Marketing Communication and Outreach Appearance & Environment TOTAL BUDGETED EXPENDITURES TOTAL BUDGETED REVENUES FUND BALANCE USED $22,200 $451545 $41900 $841445 $79,209 $51236 Packet Pg. 48 2.2.b 2026 Proposed Budget Administration Marketing Communication and Outreach Appearance & Environment TOTAL BUDGETED EXPENDITURES TOTAL BUDGETED REVENUES FUND BALANCE USED $79,209 2.2.b 2013 - 2024 Budget Summary a L Q 2 7 to N 2018 2019 2020 LCl 2013 2013 2014 2014 2015 2015 YTD 2016 2017 2018 Actual Proposed Proposed 2021 2022 2022 2023 2024 2024 N 1 Budgeted Actual Budgeted Actual Budgeted Actual Budgeted 2016 Actual Budgeted 2017 Actual Budgeted YTD Budget 2019 Actual Budget 2020 Actual Proposed 2021 Actual Proposed Actual Proposed 2023 Actual Proposed Y d V Revenue lC Beginning Balance 0 56,134 56,134 46,327 46,327 65,207 66,713 66,593 50,137 46,506 41,495 26,084 24,098 9,466 11,546 10,347 19,152 23,151 29,132 22,518 39,784 32,886 Q Q Bid Assessment Fee 82,301 66,000 57,116 89000 81,880 75,874 81,880 76,600 81,880 78,134 86,563 82,017 90,487 78,979 79,209 74,480 79,209 76,588 79,209 90,744 79,209 76,373 76,373 = 31 Miscellaneous 0 3 7 0 0 0 0 652 0 104 0 690 0 0 0 124 0 61 0 0 0 0 0 BID Donations 0 C 820 0 0 0 0 0 6,000 0 6,860 0 7,046 0 1,143 0 0 1,170 0 1,000 0 3 )0 Total Revenue 57,943 145,134 138,435 66,000 128,207 122,201 147,087 143,966 148,473 134,375 133,069 131,063 116,571 110,124 88,675 87,293 89,556 95,800 102,360 121,046 101,727 117,157 109,259 73 N Expense C E Administration 5,000 0 10,000 5,006 17,000 10,462 17,000 17,064 18,500 14,351 26,700 26,980 25,200 24,741 24,925 25,401 24,905 26,873 21,905 22,097 21,950 22,055 22,200 � 72 Insurance & Licensing 0 0 50 W 3,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Marketing 26,000 0 50,000 74,650 22,000 21,773 36,000 31,095 36,000 37,373 50,200 47,879 49,405 51,877 37,505 28,569 42,505 34,844 47,145 43,481 47,145 40,473 47,145 •� 35 Member Engagement&Outreach 5,000 1,808 1,984 3 O 5,000 5,000 749 15,000 10,327 17,000 15,331 10,130 13,283 6,230 3,713 3,930 2,031 3,730 2,869 3,430 3,904 4,880 3,776 5,400 :.i 36 Professional Business Resources 4,000 0 0 r+ 12,000 10,000 1,077 5,000 4,800 6,000 5,766 1,000 578 0 0 0 0 0 0 0 0 0 0 0 V 0 Small Grants Program 0 0 0 LD 0 10,000 4,000 10,000 1,900 10,000 3,417 5,000 3,222 5,000 2,500 1,500 1,500 0 0 0 0 0 0 0 N 0 Appearance & Environment 0 0 5,000 10,417 20,000 Liy 17,427 20,000 19,133 25,000 16,082 17,700 15,122 16,400 15,748 12,650 10,639 5,200 2,083 15,200 11,784 15,300 13,170 28,800 N ll Public Rest room Commitment 0 0 0 0 0 C 0 10,000 10,000 0 0 0 0 0 0 0 0 0 N Total Expenses 40,000 1,808 85,000 92,108 84,000 55,488 113,000 94,318 112,500 92,321 110,730 106,964 102,235 98,578 80,510 68,141 76,340 66,669 87,680 81,266 89,275 79,474 103,545 � i4 LL Balance 26,000 56,134 60,134 46,327 +' 44,207 66,713 34,087 49,647 35,973 42,055 22,339 24,098 14,336 11,546 8,165 19,152 13,216 29,132 14,680 39,780 12,452 37,682 5,714 L9 E t V 10 r+ Q Packet Pg. 50 Thank You ! Advisory Board Meetings 2nd Thursday each month Zoom and in person at City Hall I Packet Pg. 51 2.3 City Council Agenda Item Meeting Date: 11/12/2024 84th Ave W Walkway (234th St SW — 238th St SW) Project Update Staff Lead: Rob English Department: Engineering Preparer: Emiko Rodarte Background/History During the 2024 budget discussions, City Council added funding for a preliminary design of this project. On June 18, 2024, staff presented a project update to the Parks & Public Works Committee to discuss options for the project. The Committee discussed the project details and recommended the item be presented to the City Council to select an option for preliminary design. Staff Recommendation Staff will review options at the Council meeting. Narrative In June 2024, staff presented two options to the Parks and Public Works Committee for installing sidewalk on the east side of 84' Ave between 238th St and 234th St. Both options removed the existing 300 feet of sidewalk on the east side of 84th Ave, north of 238th St, to provide a uniform cross-section across the entire length of the project. The options were intended to satisfy the requirements of the Mixed -Use Neighborhood Street cross section included in the Reimagining Neighborhoods + Streets: Creating Community Spaces Together - Edmonds Street and Public Space Typologies document. After discussion and comments from the Committee, staff generated options with a reduced scope of work that provided lower planning level cost estimates. The options are outlined on slide 6 of the presentation. The following are responses to questions asked during the Committee meeting: 1. Where are existing school bus stops on 84th Ave within the project limits? Answer: There are three stops East side at 236t" St. West side (mid -block 238t" St - 236t" St) West side (mid -block 236t" St - 234t" St) 2. Request cost estimate for an asphalt sidewalk Answer: Provided as option 3a 3. Request cost estimate without bike lanes Answer: Packet Pg. 52 2.3 Options 2, 3a and 3b do not have bike lanes on the west side of 84' Ave This segment of 84th Ave is on the draft bicycle LOS network map in the Transportation Plan Update. In addition, the 2015 Transportation Plan designated proposed bike lanes on this segment of 84t" Ave. Eliminating paint markings for a bike lane on options 2, 3a and 3b would result in a very small reduction in cost. 4. Snohomish County's long-term plan for 84th Ave Answer: 84th Ave improvements are not in the County's 2023-2028 6-year Transportation Improvement Program. Urban design standards - Sidewalk, planter strip and 5 ft bike lanes. Staff will review the options and the planning level cost estimates during the presentation. The next steps for the project are: 1. Select an option and complete the 30% preliminary design 2. Public meeting after 30% design 3. Pursue grants and funding options Attachments: Presentation Packet Pg. 53 '41p, s 'W7 r rr -t • �� u� -r f� r JJ� I 84�th e W Sidewalk (238th St SW - 234th St SW) 11/12/2024 W ty Council Meeting .�a� ED�o �d � v 1-1- Inc. 1894 IN Project Limits ji lb Ap Co M N rA Cn 3 M M I hi AUL", E fC Packet Pg. 55 Existing Conditions 84TH AVE W WALKWAY (238TH ST SW - 234TH ST SW) CROSS SECTION ALTERNATIVES 1a, 1b E i' I I 0.5' t 7-5' 6' 11' G�AOII'IG 11' S" TO WTC„ S4"41, 440SCME OWE LANE GENERAL MMOSE GENERA, PURPME SWE LAW EXISiPiG F R1US &4G GU'TER LME :/A{ 05 NORTHBOUND SOUTHBOUND culls 84TH AVE W WALKWAY (238TH ST SW - 234TH ST SW) CROSS SECTION ALTERNATIVES 2, 3a, 3b CSAX TREE CJMRAI PLOW10% GRATE WE LAW LAW 7'NORTHBOUND (*) 3'x3' TREE GRATES ONLY INCLUDED IN ALTERNATIVE 2 DIME SOUTHBOUND Planning -level Cost Estimates Alternative 1a 7' concrete sidewalk and 5' planter strip on east side of 84th 5' bike lanes on each side of 84th Demo 300' of existing sidewalk and replace with new 7' sidewalk Alternative 7' concrete sidewalk and 5' planter strip on east side of 84th 5' bike lanes on each side of 84th Retain 300' of existing sidewalk Alternative 2 7' concrete sidewalk and 3'x3' tree wells on east side of 84t" Ave 5' bike lane on east side of 84tn Retain 300' of existing sidewalk Alternative 3a 7' asphalt sidewalk on east side of 84tn 5' bike lane on east side of 84th Retain 300' of existing sidewalk Alternativ 3b 7' concreted sidewalk on east side of 84tn 5' bike lane on east side of 84th Retain 300' of existing sidewalk 841" Ave Sidewalk • Planning Level Cost Estimates Include • Overlay of 84t" Ave ($290k) • Sidewalk connection on west side of 84t" Ave for CT bus stop • Required stormwater improvements • Right of way acquisition • Funding • Final design, right of way acquisition and construction do not have a secu funding source. • Existing Parking on 84t" Ave • On -street parking on east side of 84t" Ave north of 238t" St • Future Development • Vacant lot at southeast corner of 84t" Ave/236t" St • Highway 99 Stage 3 Improvements • 238th St. Improvements from Highway 99 to 84t" Ave 2.3.a 9 =,a 0101a[a0111re dooms -I ~_ -- jx LIP -C% I C 3 t O vv LAS � r i Q Oslo-im soon4r.M 44-r w �h PI +raras+ac-or � 10 lh i� east of • c ev N m L a. 84t" Ave W N 4 (238th St SW - 234th St SW) �f � p►!� IIIIII a ' L� % Packet Pg. 61 �} IIIIN IIIIII 2.3.a u 0 0 okfre • 0 i 234,n PI 11 :4,n intersectio M CL CAIn l Ft RM 00 M N ASPHQj -- s ?0+00 SS SS 21tOQ SS 20 M N_ vt -- AW AW r 11 it at :24 � 0 Cu q a �A PROPOFF71 RIo:.HTTf r-VVAY 8 w m TEMPORARY CONSTRUCTION N N at -1 Z � E EASEMENT a S,2 ao 99 m :* — PROPOSED RI!',-7-rW-!A!Av T�iFiIR�- � Q t18� IF MPORARY CONSTRUCTION g X EASEMENT Packet Pg. 62 PW Committee Questions • Where are existing school bus stops on 84t" within the project limits? • East side at 236t" St • West side (mid -block 238t" St — 236t" St) • West side (mid -block 236t" St — 234t" St) • Requested a cost estimate for an asphalt sidewalk • Provided as option 3a • Requested cost estimate for a sidewalk without bike lanes • Options 2, 3a and 3b do not have bike lanes on west side of 84t" Ave • 84t" Ave is on draft bicycle LOS network in the Transportation Plan Update The 2015 Transportation Plan designated proposed bike lanes on 84t" AVE • Snohomish County's long-term plans for 84t" Ave Walkway • 84th Ave Improvements are not in the County's 2023-2028 6-year Transportation Improvement Program • Urban design standards — sidewalk, planter strip and 5 ft. bike lanes W461 • • Select option for 30% preliminary design • Future Public Meeting • Pursue grants to fund project 2.4 City Council Agenda Item Meeting Date: 11/12/2024 Discussion of Ecoremedy, LLC extended Operations and Maintenance Contract Staff Lead: Phil Williams Department: Public Works & Utilities Preparer: Royce Napolitino Background/History City Council authorized a contract and funding with the State Department of Enterprise Systems (DES) for design of the WWTP Phase 6 Energy Conservation Project - Carbon Recovery in the 2019 budget. City Council appropriated $11,037,000 in the 2020 budget for construction to begin. On June 2nd, 2020 City Council received a presentation on the current status of the Incinerator Replacement Project (Carbon Recovery Project). The presentation presented a summary of work done to -date to identify and screen available options, described the significant design work done on the short-listed options, and presented a recommended option for City Council to consider as the preferred alternative. The comparisons included data on how the options actually work as well as how they compare on initial cost, on -going maintenance costs, and environmental performance. On June 9th, 2020 City Council received an additional presentation on this recommended project. Staff was directed to again place the project on the Action Agenda for June 16th. On June 16th, 2020 Council reviewed some of the preliminary funding considerations for the project but due to time constraints that discussion was unfinished. On June 23rd, 2020 Council again reviewed the project and entertained taking action to approve the project using an ESCO delivery model but ultimately decided to hold an optional Public Hearing on July 7th to get comments from the public regarding the project, its required funding, financing methods, and rate impacts. July 7th, 2020 - upon conclusion of the Public Hearing, the Mayor was authorized to sign all necessary documents between the City and the Department of Enterprise Systems to deliver this project for the Guaranteed Maximum Cost of $26,121,040. October 27, 2021 - Construction started, significant progress has been made and the project is starting the commissioning phase in February 2023. July 2023 - System placed into Operation in Measure and Verify status. Council received updates of project through reporting and previous discussion on Construction Status. October 2024 - Held discussion with City of Edmonds Parks and Public Works Committee for introduction and explanation of O&M contract development with Ecoremedy, LLC. Staff Recommendation Authorize the Mayor to sign a six-month O&M contract and training program with Ecoremedy as presented. Cost of $894,000 is in the DRAFT 2025 Budget as Decision Package #760-25008 Packet Pg. 65 2.4 Narrative Work on the Wastewater Treatment Plant Incinerator project is still in the design/build phase until commissioning is complete and we achieve substantial contract completion. We project that to be sometime in early December. At that point we would begin this Operations and Maintenance (O&M) contract and continue formal training of our operators. Under this contract the City will transition to full city operation of the facility. Most recent iteration of documents to be provided for full Council presentation. Attachments: DRAFT OM Contract 2024.11.07 Final Packet Pg. 66 2.4.a CITY OF EDMONDS WASTEWATER TREATMENT PLANT GASIFICATION SYSTEM OPERATION AND MAINTENANCE AGREEMENT This Gasification System Operation and Maintenance Agreement (the "Agreement") is made this day of October 2024, by and between: 1) City of Edmonds, a Washington municipal corporation with its principal place of business at 121 5th Avenue North, Edmonds, WA 98020 (hereinafter the "Client"); and 2) ECOREMEDY, LLC, a State of Delaware limited liability company with its principal place of business at 960 Penn Avenue, Suite 400, Pittsburgh, PA 15222 (hereinafter the "Operator"). BACKGROUND A gasification system for the processing of biosolids ("Gasification System") was designed and built at the Client's Wastewater Treatment Plant under a design -build contract ("Design -Build Contract") as described in Schedule 2 attached to this Agreement. The Operator is a subcontractor under the Design -Build Contract. The Client desires to procure operation and maintenance services required for the Gasification System as set forth in Schedule 1 attached to this Agreement and the Operator desires to provide said operations and maintenance services to the Client. It is the intent of the parties that this Agreement will run concurrently with the existing Measurement and Verification Agreement under the Design -Build Contract. This Agreement is not intended to supersede or change any obligations of the parties under the Design -Build Contract. In the event of a conflict between any provision of this Agreement and any provision of the Design -Build Contract, the provision of the Design -Build Contract will control. In consideration of the mutual promises in this Agreement, the parties agree as follows: 1) TERM This Agreement shall commence on upon successful commissioning (including contract required training) of the Gasification System effective date to be added here ("Commencement Date") and shall remain in full force and effect for six (6) months from the Commencement Date ("Initial Term") unless terminated earlier under Section 5 below. After the Initial Term, the Agreement may be renewed for successive one (1) month periods unless terminated in writing by either parry at least thirty (30) days prior to the expiration of the then -current term. 2) OPERATOR'S SERVICES 2.1. Operator shall provide the services asset forth in Schedule 1(the "Services") 2.2. Except in the case of an Emergency Event, Operator shall obtain the prior written approval of the Client for any single maintenance -related expense for which it seeks additional compensation. When the Operator determines that an Emergency Event exists, it may begin immediately taking any necessary action related thereto, without the Client's prior approval, but shall provide notice to Client of any such Emergency Event as soon as reasonably possible, and a good faith estimate of any related expenses, as soon as possible. Any costs incurred during the Emergency Event shall be included in the Annual Operation and Maintenance Expenditures, subject to the Client's subsequent review and approval. Operator shall verify if the repair is covered by their contractual warranty or a specific equipment warranty. 2.3. Operator may perform additional services or Corrective Maintenance beyond the Services specified in Section 2.1 with the mutual consent of both parties. The parties shall separately Packet Pg. 67 2.4.a negotiate the costs of any such additional services. 2.4. Operator shall: 2.4.1. Perform the Services in accordance with the provisions of this Agreement, Applicable Law, and all permits, licenses, and specifications applicable to the operation and maintenance of the Gasification System; exercising the degree of skill and care ordinarily exercised by members of Operator's profession in the geographic region of the Facilities. 2.4.2. Use qualified personnel to operate and maintain the Gasification System and all its equipment and processes in accordance with relevant operation and, if available, maintenance manuals for the Gasification System, Applicable Law, and the Client's Permits. 2.4.3. Subject to the limitations in Section 3, below, perform the routine maintenance tasks in Schedule 1; 2.4.4. Maintain necessary records of operations and submit reporting as required in Schedule 1; 2.4.5. Maintain a safety plan for operation of the Gasification System, comply with all safety standards and procedures as required by Client's policies and Applicable Law. 2.4.6. Provide response services for an Emergency Event for the Gasification System twenty- four hours a day, seven days a week. 3) CLIENT OBLIGATIONS 3.1. Client shall: 3.1.1. Obtain and maintain all state, federal, and local permits and licenses required for ownership, operation and maintenance of the Facilities, including without limitation, the Client's Permits; 3.1.2. Maintain responsibility for the payment of all costs, expenses, taxes, penalties, fines, and rates for emergency services associated with the operation and maintenance of the Facilities and the Gasification System that have not been expressly assumed by Operator in accordance with Schedule 1; provided, in each case in which the referenced expense, penalty or fine is the direct result of Operator's direct negligence or willful conduct, Operator shall pay such amounts to the extent such expense, penalty or fine is the direct result of Operator's direct negligence or willful conduct; 3.1.3. Comply with Applicable Law relating to the management, ownership, operation, maintenance, repair and replacement of the Facilities and Gasification System (to the extent that the responsibility of complying with those laws is not specifically assumed by the Operator under this Agreement). The Operator shall not be responsible for Client's failure to comply with any provision of Applicable Law that is not otherwise specifically assumed by the Operator hereunder; 3.1.4. Client and its visitors shall comply with all safety standards and procedures as required by Client's policies and Applicable Law. 3.1.5. Maintain all sewer lines, pipes, force mains, and all other water transportation lines ("Client Lines"), that are not part of the Gasification System under Operator's control, in a manner that will prevent, to the extent practicable, any damage to the operation of Packet Pg. 68 the Facilities due to leakage of water or infiltration or inflow of storm water from such Client Lines; 3.1.6. Perform all duties and discharge all responsibilities and obligations relating to the operation and maintenance of the Facilities not expressly assumed by the Operator pursuant to the terms of this Agreement; and 3.1.7. Allow the Operator access to and use of the Facilities as defined in Schedule 1 3.2. Client may provide Operator with access to one or more Client vehicles to assist Operator in providing the Services under this Agreement. 4) FEES AND PAYMENT 4.1. For the period beginning on the Commencement Date, Client shall pay Operator a monthly lump sum in the amount of $149,000 ("Base Fee"). Each monthly payment shall be due, in advance, on the first of the month during which the Services will be rendered. All other payments shall be due within thirty (30) days of the date of invoice. 4.2. Any disputes regarding invoices shall be raised, in writing setting forth sufficient detail regarding the nature of the dispute, within ten (10) business days from the date of said invoice or such other reasonable period of time, as determined by Client, as may permit Client to adequately review and if necessary, audit any invoice, which shall not exceed ninety (90) days. 4.3. Any and all late payments due to either party from the other party shall accrue interest at the Prime interest rate plus 2% annually (pro -rated on a monthly basis) from the original due date and until payment is received, unless waived by agreement. 4.4. In the event of a change in the Services requested by Client or a change in Applicable Law which causes a substantial increase in Operator's cost of providing the Services, Operator may provide notice and substantiation to Client and the parties shall negotiate in good faith to adjust the Base Fee to account for such change in Operator's costs. 4.5. If Applicable Law, or its amendment, modification, application, or interpretation substantially increases prevailing wage requirements to be paid pursuant to and under this Agreement, then Operator will promptly notify Client, and each of them shall negotiate in good faith to adjust the Base Fee to account for such increase. If the parties are then unable to agree to a mutually acceptable adjustment, Operator or Client may terminate the Agreement in accordance with the provisions of Section 5. 5) TERMINATION 5.1. Either party may terminate this Agreement by immediate written notice if the other has failed to comply with a material term, provided that the non -defaulting party has first given the defaulting party written notice to cure their default within ten (10) days (such applicable period, a "Cure Period") and the defaulting party has not done so. If a default cannot be cured within the Cure Period, the parties may agree to an extension of the time to cure provided the defaulting party provides reasonable evidence within the Cure Period that it has identified a means to cure and is pursuing it diligently. Should Client pay an unpaid, undisputed invoice within the Cure Period, the termination notice under this provision will be deemed automatically withdrawn. 5.2. In the event of the termination of this Agreement, Client shall pay Operator for the Services provided and invoiced by Operator up to the effective date of termination and the effectiveness of such termination by Client will be conditioned upon receipt by Operator of such payment. Client shall make payment within thirty (30) days of the date of termination. Packet Pg. 69 5.3. Client shall notify Operator of any dispute with an invoice within twenty (20) business days from receipt of said invoice or such other reasonable period of time, as determined by Client, as may permit Client to adequately review, and if necessary, audit any invoice, which shall not exceed ninety (90) days. In the event that Client has a dispute with any charges, all undisputed charges on said invoice(s) will be due in accordance with the above time periods and the parties shall negotiate in good faith to resolve any such dispute in a timely manner. 6) FINES, INDEMNIFICATION AND LIMITATION 6.1. In the event that the Gasification System operation is interrupted, for reasons within the Operator's direct control and to the extent caused by the Operator's negligence or intentional misconduct, including but not limited to failures of the Gasification System equipment due to operational or maintenance errors or omissions, for a period of time that requires the hauling of Biosolids, Operator shall be liable for costs and/or other damages in accordance with the Damages Liability Agreement set forth in Schedule 3. The Operator shall not be liable for any such costs and/or other damages that are covered by the provisions of the Design -Build Contract, as provided in Schedule 3. The Operator shall not be held responsible if operations are interrupted due to issues outside of its control such as hazardous / flammable materials contained in the Facilities influent loading. 6.2. If the Facilities loading exceeds its design parameters or if influent contains: i) abnormal, toxic or other substances which cannot be treated by the existing Facilities; or ii) discharges which violate applicable ordinances, the Client shall promptly notify Operator and provide an estimate of related time necessary to return system back to normal and will use its best efforts to maximize performance of the Facilities. Operator shall not be responsible for associated effluent characteristics or damages, fines or penalties which result, in the absence of Operator's direct negligence or willful conduct. 6.3. SOLELY TO THE EXTENT PERMITTED BY APPLICABLE LAW, DURING THE TERM OF THIS AGREEMENT, EACH PARTY (THE "INDEMNIFYING PARTY") SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (EACH IS REFERRED TO HEREIN AS AN "INDEMNIFIED PARTY") AGAINST ANY AND ALL LIABILITY FOR DAMAGES, COSTS, LOSSES, AND EXPENSES, INCLUDING REASONABLE ATTORNEY'S FEES, RESULTING FROM ANY CLAIM ASSERTED BY A THIRD PARTY AGAINST THE INDEMNIFIED PARTY FOR WRONGFUL DEATH, BODILY INJURY, AND/OR PROPERTY DAMAGE, BUT ONLY TO THE EXTENT CAUSED BY THE WILLFUL OR NEGLIGENT ACTS OR OMISSIONS OF THE INDEMNIFYING PARTY. 6.4. Operator is not liable for any liabilities resulting from the collection system for the Facilities unless such liabilities are the result of Operator's negligent or willful actions. 6.5. Notwithstanding section 6.1 or any other provision to the contrary contained in this Agreement, in no event shall either party be liable, either directly or indirectly, for any special, punitive, indirect and/or consequential damages, including damages attributable to loss of use, loss of income or loss of profit, even if such parry has been advised of the possibility of such damages. 6.6. In the event that claims(s) raised by Client against the Operator on account of this Agreement, or on account of the Services performed hereunder including claims by Client for indemnification under Section 6.3, are covered under Operator's insurance policies required of the Operator hereunder, Operator shall not be responsible to Client for any loss, damage or liability beyond the amounts contractually required hereunder and actually paid pursuant to the limits and conditions of such insurance policies. With respect to any causes of action and/or claims raised against the Operator by Client that are not covered by the insurance policies Packet Pg. 70 required hereunder, including claims by Client for indemnification, Operator's liability to Client shall not exceed an aggregate amount equal to the Base Fee of the Agreement. 6.7. Under no circumstances shall Operator be responsible for any damages, losses, settlement, payment deficiencies, liabilities, costs and expenses arising directly or indirectly because of the execution or implementation of instruction or directions provided by the Client or any of its directors, officers, employees, agents, or representatives, except in the case of Operator's direct negligence or willful conduct. 6.8. Operator shall not be liable for any liabilities, losses, damages, expenses, fines, or penalties incurred by Client or any third party as a result of a data security breach or other cyber security breach to the Facilities or Client's computer systems, operating systems, and all other technological or information systems related to the Facilities and Services provided hereunder, except to the extent such liability, loss, damage, expense, fine, or penalty is the direct result of Operator's willful or negligent acts or omissions. 7) INSURANCE 7.1. Operator shall provide and maintain the following levels of insurance coverage at all times during the Term: 7.1.1. Commercial General Liability Insurance, including contractual liability, with a limit of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate; 7.1.2. Workers Compensation Insurance in compliance with the statutes of the State of Washington. 7.1.3. Automobile Liability Insurance with a combined single limit of one million dollars ($1,000,000); and 7.1.4. Excess Liability Insurance of two million dollars ($2,000,000). 7.2. Operator shall name Client as an additional insured on the general liability policy and automobile liability policy with respect to the Services during the term of this Agreement, except for any claim against or loss suffered by Client arising as a result of Client's negligence or fault and, in circumstances of joint fault or negligence, except to the extent of the loss attributable to Client's proportionate degree of negligence or fault. 7.3. Operator shall provide Client with thirty (30) days' notice prior to cancellation of any policy hereunder. 7.4. Operator shall provide Client with insurance certificates confirming the levels of coverage in Section 7.1 and that the Client is named as an additional insured. 7.5. Client warrants that it maintains and will continue to maintain, during the term of this Agreement, appropriate property insurance in relation to the Facilities. 8) DISPUTES 8.1. In the event of any disputes, the parties shall first attempt to resolve the situation by good faith discussions which shall take place in a timely manner. If the dispute cannot be resolved within sixty (60) days, the parties shall mediate their dispute before a mediator acceptable to both parties, and if they cannot agree, they shall ask the Director of the Federal Mediation and Packet Pg. 71 Conciliation Service to nominate a mediator. The parties shall bear their own costs of the mediation but the parties shall share equally the costs of the mediator and the mediation facilities. 8.2. If the parties are unable to resolve any disputes in accordance with 8.1 above, litigation may be initiated by the aggrieved party within sixty (60) days of the conclusion of mediation. 9) MISCELLANEOUS 9.1. The relationship of Operator to Client is that of independent contractor for all purposes under this Agreement. This Agreement is not intended to create, and shall not be construed as creating, between Operator and Client, the relationship of principal and agent, joint ventures, co-partners or any other similar relationship, the existence of which is hereby expressly denied. 9.2. This Agreement contains the entire agreement between Client and Operator pertaining to operations and maintenance during the period of the Agreement and supersedes all prior or contemporaneous communications, representations, understandings or agreements that are not consistent with any material provision of this Agreement; provided, that nothing in this Agreement is intended to modify any of the obligations of any party under the Design -Build Contract, including but not limited to the construction, equipment functionality, measurement and verification, and warranty obligations thereunder, all of the provisions of which remain in full force and effect. 9.3. The parties may only modify this Agreement by a written amendment signed by both parties. 9.4. The failure on the part of either party to enforce its rights as to any provision of this Agreement shall not be construed as a waiver of its rights to enforce such provisions in the future. 9.5. Neither party may actively solicit, for hire, the employees of the other party during the term of this Agreement. 9.6. This Agreement shall not be assigned by either party without the prior written consent of the other party unless such assignment shall be to a parent, subsidiary, or affiliate of Operator that does not effect a change of control; where such consent is required, such consent shall not be unreasonably withheld, conditioned, or delayed. Additionally, except as prohibited by Applicable Law, any sale, assignment, or transfer by the Client in its rights in, or right to use, the Facilities shall be subject to Operator's right to perform the Services under this Agreement. 9.7. A parry's performance of any obligation under this Agreement shall be excused if, and to the extent that, the party is unable to perform because of any event of Force Maj eure, as defined in Schedule 2. In any such event, the party unable to perform shall be required to resume performance of its obligations under this Agreement upon the termination of the event or cause that excused performance hereunder. 9.8. The Agreement shall be governed by and construed in accordance with the laws of the State of Washington and venue for the resolution of any disputes shall be in Snohomish County, Washington. 9.9. In the event that Client receives notice of or undertakes the defense or prosecution of any legal or administrative action or proceeding in connection with the ownership, operation and/or maintenance of the Facilities and/or this Agreement, Client shall give Operator prompt notice of such proceedings and shall inform Operator in advance of all hearings. In the event Operator receives notice of any action, claim, suit, administrative or arbitration proceeding or investigation in connection with the ownership, operation and/or maintenance of the Facilities and/or this Agreement, Operator shall give Client prompt notice of such Packet Pg. 72 2.4.a proceedings. 9.10. All notices will be in writing and shall be deemed given when mailed by first class mail or delivered in person. Notices required to be given by one party to the other will be addressed to that party's designated representative identified in Schedule 1. 9.11. All records compiled by Operator with information and material gathered when performing this Agreement are the property of Client; Client expressly permits the Operator to use all such records for marketing and sales purposes. 9.12. This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. 9.13. Defined terms in this Agreement are set out in Schedule 2 or within the main body of this Agreement, capitalized or within quotation marks. 9.14. Should any part of this Agreement for any reason be declared invalid or void, such declaration will not affect the remaining parts of this Agreement, which will remain in full force and effect as if the Agreement had been executed with the invalid portion eliminated. 9.15. This Agreement may be executed in more than one counterpart, each of which shall be deemed an original. 10) AUTHORITY 10.1. Both parties warrant and represent to the other that they have full power and authority to enter into and perform this Agreement. IN WITNESS WHEREOF, the parties have duly executed this Agreement effective as of the date at the top of this Agreement. CITY OF EDMONDS ECOREMEDY, LLC Mike Rosen, Mayor [Name, Title] Packet Pg. 73 2.4.a Schedule 1: Scope of Work Biosolids Loading and Characteristics (a) Consistent with the Design -Build Contract, the Gasification System shall process Biosolids between 20-26.5% solids at a loading rate up to 656 dry -pounds per hour with the designed evaporation rate of the Gasification System expressed as 656 dry -pounds per hour at 26.5% TS. (b) Client will optimize Biosolids blend to the extent possible based on influent flow characteristics. Client will keep Operator apprised of this information. (c) Consistent with its historical operating procedures, Client will continue to dose polymer as part of its sludge dewatering process at a rate no greater than 30 pounds per dry ton of sludge. (d) Nothing herein is intended to limit the Operator from processing at a rate greater than the designed evaporation rate to the extent the Gasification System capabilities allow for it without damage. (e) Under certain circumstances, the Facility operation conditions may result in Biosolids outside of the 20-26.5% solids range exceeding the designed evaporation rate of the Gasification System. In such situations, the Operator will work with Client to attempt to process the Biosolids in the Gasification System. However, to the extent the Gasification System cannot process the Biosolids at the necessary rate and Biosolids Hauling is required, Operator will not be responsible for the Biosolids Hauling costs. Staffing (a) Operator will provide staffing necessary to maintain Gasification System operations at a loading rate necessary to meet Client's WWTP demand and ensure that no Biosolids Hauling is necessary. (b) At a minimum, Operator will staff four (4) experienced operators to serve as lead operators for the Gasification System. (c) The four Operator personnel will either be onsite simultaneously or will be placed in a weekly rotation. Operator shall prepare and submit a schedule for approval by Client. (d) Operator will provide executive oversight with periodic site visits as necessary by Brad Morgan and/or Dave Mooney, as well as other corporate leadership. (e) In addition to normal Gasification System operations, Operator shall provide maintenance staff as necessary to properly maintain the Gasification System and train City staff to do the same. Maintenance services may be performed during system operation or scheduled system downtime (weekends). Client Facilities (a) Operator personnel will be allowed use of the following Facilities: 1) kitchen including microwave, oven, and assigned refrigerator are available for use during breaks and meals (dishes, small appliances and other property of Client staff are not available for Operator use); 2) water fountain; 3) Restroom 610 in shop area (Client will provide custodial services for this restroom); 4) Maintenance shop office will be made available as an Operator work space. (b) When using Client Facilities, Operator personnel are expected to clean up after themselves daily. (c) Operator personnel shall not use any Facilities not specifically identified in Item (a) above. Exceptions may be made in the case of an Emergency Event or as otherwise approved by the client. (d) Operator shall not access the Facilities when Client staff is not present. (e) Operator shall not use Client's heavy equipment such as forklifts or other large items. If Operator Packet Pg. 74 2.4.a determines that such equipment is necessary, Operator will coordinate with Client. Operations Services (a) Operator shall operate Gasification System in a manner to process Biosolids at a loading rate necessary to meet Client demand. Client shall coordinate necessary loading rates and relevant data with Operator. (b) Operator shall operate the Gasification System in a manner to meet all applicable Client Permit requirements and Applicable Law. Maintenance Services (a) Operator shall provide labor to perform Routine Preventive Maintenance and Corrective Maintenance in accordance with Operator's experience, acceptable industry practice, manufacturer's specifications, and approved operating and maintenance procedures developed for the equipment and processes of the Gasification System; (b) Client and operator shall collaborate to develop asset management tracking system for the Gasification System components. O&M Expenses (a) Operator will provide labor and tools necessary for proper performance under this Agreement. (b) Client to provide bulk process chemicals (i.e. caustic soda, sodium hypochlorite). (c) Client to provide Consumables necessary for operations and Routine Preventative Maintenance. (d) Expenses associated with Corrective Maintenance or other significant repairs shall be managed under the Design -Build Contract Warranty. Operator shall be responsible for all Corrective Maintenance costs necessitated by its own acts or omissions under this Agreement. Extended Training (a) The Design -Build Contract includes training requirements. This O&M contract is not intended to change the requirements under the Design -Build Contract but rather is to provide extended training services. (b) The extended training is expected to include: 1) refinement of Client operator knowledge; 2) training during abnormal operating conditions; 3) assistance to the Client with development / modification of standard operating procedures ("SOPs") as deemed necessary during performance of this Agreement. (c) The Operator will also train Client maintenance personnel on Routine Preventive Maintenance and Corrective Maintenance duties. (d) Operator will train its employees at its own expense and without interference of performance under this Agreement. Design -Build Contract Warranty (a) This Agreement is anticipated to take place during the warranty period under the Design -Build Contract. (b) If a potential warranty issue arises, Operator shall immediately notify Client of the potential issue. Client shall subsequently notify DES and Ameresco under the Design -Build Contract. Operator shall be responsible for all costs associated with its failure to notify Client of potential warranty issues. Packet Pg. 75 Spare Parts (a) Client is currently in the process of reviewing and procuring the items included in the spare parts list provided by Ecoremedy. Under this Agreement, Client and Operator will work to refine the necessary spare parts to stock. Products subject to the Design -Build Project warranty provision shall not be provided by the Client under this Agreement. (b) Operator will gift Client the second HMI station currently used on the material handling floor of the biosolids gasification and drying facility. Records and Reporting (a) Operator shall maintain necessary records of operation, including documentation for Client's CMMS of maintenance, daily O&M logs, repair and improvement activities for the Gasification System and shall prepare and submit to the Client a monthly report, delivered to the Client the following month, including a narrative and summary of operations, maintenance, repair and replacement activities, expenses, and data required for monthly reporting to local, state, and federal agencies. (b) Operator will complete operations rounds sheets during each shift. The operator rounds sheets were developed as part of the Design -Build Contract. (c) Operator will prepare daily O&M logs including: staff members on shift, process changes, sampling data, maintenance performed, corrective work / repairs completed, CLASS A or other addition. Daily O&M log will remain in the Facility and available for Client review. (d) Operator will provide monthly O&M reports including: operating hour trend data; hourly loading rate, major issues encountered, corrective action taken and root cause analysis, changes planned for future operation, ADDING CLASS A or other materials, special operating procedures. Upon commencement of this Agreement, Operator shall submit sample monthly report for Client review and approval. O&M reports shall be submitted to Client within one (1) week of the conclusion of a monthly period. (e) Operator shall work with Client and provide necessary data to develop required air emissions reports for PSCAA. (f) After contract completion or termination Operator shall perform a final inspection of the Gasification System equipment. Operator shall notify and schedule inspection with Client at least seven (7) days prior to inspection. Within thirty (30) days of final inspection, Operator shall provide the Client with a written equipment condition assessment report of critical electrical and mechanical equipment for the Gasification System. Health and Safety (a) Client will provide a safe and healthy work environment for Operator personnel, subcontractors, and visitors, consistent with its existing policies and procedures. (b) Operator shall perform all services under this Agreement in accordance with health and safety procedures required by Client and Applicable Law. Other (a) Operator personnel shall have authority over the operations of the Gasification System. Client will not overrule Operator with regards to the Gasification System operation provided it does not impact other Client Facility operations. Client is ultimately responsible for overall Facility operations and associated permits, and therefore has authority to overrule Operator to the extent it is necessary for overall Facility operations. (b) Operator may host tours if scheduled in advance and approved by Client provided it does not interfere Packet Pg. 76 with any requirement of this Agreement or with other Client operations. (c) Operator may import dried Class A biosolids from other municipalities to demonstrate the Ecoremedy gasification process on biosolids generated by other municipalities, provided: 1) Operator notifies and schedules the demonstration with Client at least 14 days in advance; 2) it does not adversely affect Gasification System or Client operations; 3) Operator does violate any health and safety procedures in doing so. To the extent such demonstrations adversely affect performance of this Agreement and / or Facility operations, they shall be discontinued immediately. Designated Representatives (a) Client's Designated Representative is Ross Hahn or designee. If Mr. Hahn is unavailable the Designated Representative will be the Client's Public Works and Utilities Director. (b) Operator's Designated Representative is Brad Morgan or designee. Packet Pg. 77 2.4.a Schedule 2: Definitions "Applicable Law" means laws, rules, regulations, codes, administrative and judicial orders, directives, guidelines, judgments, rulings, interpretations or similar requirements or actions of any federal, state, local government, agency or executive or administrative body of any of the above, in each case that relate to, but are not limited to, the (a) parties' respective responsibilities under this Agreement; (b) operation or maintenance of the Facilities; (c) health and welfare of individuals working at or visiting the Facilities; (d) the collection, delivery and treatment of the Client's raw and finished water; and (e) health and welfare of Client's users or customers. "Base Fee" means the monthly lump sum of $149,000 to be paid by the Client to the Operator as compensation for the services described herein. "Biosolids" means the dewatered sludge exiting the Facility screw presses. "Biosolids Hauling" means Biosolids which are not treated by the Gasification System and instead are loaded into trucks and hauled offsite for disposal. Biosolids Hauling occurs when the Gasification System is not functional or is not processing at a rate sufficient to meet the Client demand. "Client's Permit(s) " and/or "Permit(s) " means all permits and licenses issued to Client and required for the treatment of wastewater and biosolids from the Facilities. "Consumables" means wearable items including but not limited to oil, grease, gaskets, chemicals, water, electricity, natural gas, activated carbon, filters, drive belts, other small wearable items, and the like. Consumables does not include major items such as the gasifier belt assembly, equipment, motors, and the like, which shall be covered under the Design -Build Contract warranty. "Corrective Maintenance" is defined as maintenance work which involves the repair or replacement of components which are failing or have failed. These are tasks that required a trained maintenance technician using a variety of tools including specialized tools. "Design -Build Contract" means the contract documents entered into by and between the Washington State Department of Enterprise Services ("DES"), the City of Edmonds, and Ameresco, Inc. to design and build a new Gasification System to replace the existing incineration system for biosolids treatment for the City of Edmonds' Wastewater Treatment Plant Phase 6 Carbon Recovery Project. The Design -Build Contract consists of the following documents: Ameresco Energy Services Proposal dated May 28, 2020, ESCO Construction Contract No. 2020-793 G (1-1), Energy Services Authorization No. 2020-793 A (1), Measurement & Verification Authorization No. 2020-793 B (2), and the ESPC General Conditions dated July 1, 2019. "Designated Representative" means the individual designated by the Client and Operator who is responsible for management and performance of this Agreement. All notices, requests, or questions regarding significant issues or operational decisions shall be directed to the Designated Representative. "Emergency Event" means an event which threatens the immediate shutdown of, or the substantial reduction in the operational capacity of, any of the Facilities and/or Gasification System, or the life, health or property of Client, its agents, employees, customers or users, and/or Operator, their employees and/or agents or others. "End -Product" means the final product produced by the Gasification System and deposited into the dumpster in the disposal room. "Facilities" means the entirety of the Client's Wastewater Treatment Plant, including but not limited to all process, maintenance, and administrative buildings and equipment; excluding the Gasification System as defined in Schedule 2. Packet Pg. 78 2.4.a "Force Majeure" means an event which is beyond the reasonable control of a party, including without limitation: (a) acts of God; (b) flood, fire, earthquake, hurricane or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances, other than those involving the affected parties' employees; (i) shortage of adequate power or transportation facilities. "Gasification System " means the complete system designed, furnished, and installed under the Design -Build Contract; excluding the headworks equipment and Bioair EcoPure EP 10283 Reactor. The Schwing Pump and HPU (purchased by the City) were installed as part of the Gasification System under the Design -Build Contract but will remain under Client operations for the purposes of this Agreement. "Routine Preventive Maintenance" is defined as inspections and adjustments performed on equipment at regular intervals. Included are daily, weekly, monthly, quarterly, semi-annual, etc. inspections during which minor maintenance tasks such as lubrication, adjustments, filter replacement, calibrations, and cleaning are carried out. Packet Pg. 79 2.4.a Schedule 3: Damages Liability Agreement Client Damages Liability. The Client shall be solely responsible for the following damages: • Hauling costs due to lack of spare parts as referenced in Schedule 1 (per Ecoremedy list dated July 16, 2024 and attached to this Agreement or as hereafter mutually agreed in writing) and/or Consumables as defined in Schedule 2. • Hauling costs due to issues outside of Operator control such as hazardous / flammable substances in influent loading. Operator Damages Liability. The Operator shall be solely responsible for the following damages caused by its operational or maintenance errors, omissions, negligence, or intentional misconduct, as set forth in Section 6.1: Capital costs relating to equipment repairs. Hauling costs relating to equipment repairs; provided, the Client shall be responsible for damages incurred due to lead time for procuring spare parts per the Ecoremedy spare parts list referenced above and the Operator shall be responsible for damages incurred due to lead time for procuring parts not included in the spare parts list. The Operator will utilize spare parts provided by the Client to remedy the interruption and shall be responsible for replacing the spare part(s). Design -Build Contract Damages Liability. The Design -Build Contract shall cover the following damages: • Capital costs due to equipment failures subject to the design -build project warranty. • Hauling costs due to equipment failures subject to the design -build project warranty. To expedite repairs, the Client will fund initial repairs and seek recovery under the Design -Build Contract warranty. Packet Pg. 80