Loading...
2025-04-01 Council Committee AAgenda Edmonds City Council COUNCIL COMMITTEE A CITY COUNCIL CONFERENCE ROOM 121 - 5TH AVENUE N, EDMONDS, WA 98020 APRIL 1, 2025, 3:00 PM COUNCIL COMMITTEE MEETINGS ARE WORK SESSIONS FOR THE COUNCIL AND CITY STAFF. COMMITTEE MEETING AGENDAS DO NOT INCLUDE AUDIENCE COMMENTS OR PUBLIC HEARINGS. 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 DIAL -UP PHONE: US: +1 253 215 8782 WEBINAR ID: 957 9848 4261 STAFF AND COUNCILMEMBERS ATTEND COMMITTEE MEETINGS VIRTUALLY, AND MEMBERS OF THE PUBLIC ARE ENCOURAGED TO ATTEND THE SAME WAY. IF MEMBERS OF THE PUBLIC CANNOT ACCESS THE VIRTUAL COMMITTEE MEETINGS WITH THEIR PERSONAL DEVICES, A MONITOR IS PROVIDED AT THE CITY COUNCIL CONFERENCE ROOM AT 121 5TH AVE N, EDMONDS WA. COMMITTEE MEMBERS: MICHELLE DOTSCH (CHAIR), SUSAN PAINE, WILL CHEN, AND COUNCIL PRESIDENT (EX-OFFICIO MEMBER) 1. CALL TO ORDER 2. COMMITTEE BUSINESS 1. Summer Market, Edmonds SpringFest, Edmonds Arts Festival Special Event Agreements (15 min) 2. Building Controls - Support Agreement with ATS Automation (10 min) 3. Public Safety Building - Chiller Plant Service & Maintenance Agreement Continuation (5 min) 4. AWC Energy Audit Grant Award and Audit Service Agreement (5 min) ADJOURNMENT Edmonds City Council Agenda April 1, 2025 Page 1 2.1 City Council Agenda Item Meeting Date: 04/1/2025 Summer Market, Edmonds SpringFest, Edmonds Arts Festival Special Event Agreements Staff Lead: Shannon Burley Department: Parks, Recreation & Human Services Preparer: Shannon Burley Background/History The City Council authorizes Event Agreements each year on behalf the City of Edmonds. All contracts presented in this memo were approved in 2024 and each of these special events took place on their traditional calendar dates. The Special Event Contracts under discussion are for large events that include street/right of way closures, expect to increase tourism and have significant positive economic impacts to the City. The remaining 4th of July, Porchfest, Edmonds Block Party (formerly Taste Edmonds), Classic Car Show and Oktoberfest event agreements are scheduled for review and approval by Council later this year. Staff Recommendation Staff recommends Council approve the Event Agreements as proposed and forward them to the April 8, 2025 Council meeting Consent Agenda and upon approval, authorize the Mayor to execute the contract agreements. The contracts include formal agreements between the City of Edmonds and the Edmonds -South Snohomish County Historical Society for the Summer Market; the Urban Craft Uprising for Edmonds SpringFest and the Arts Festival Association for the Edmonds Arts Festival. Narrative Each Event Agreement is quite similar to previous years. All event producers are required to follow festival guidelines set forth by the State of Washington, the Snohomish County Health Department and South County Fire at the time of the event. The contracts have been reviewed and approved by our internal team (Police, Fire, Public Works, Parks, Recreation & Human Services, Risk Management (HR), Development Services, and Economic Development Departments) and approved as to form by the City Attorney. New this year, events will be charged for city resources required for support and implementation of their event. As stated in City Code ECC 1.100.900, the city intends to only charge actual expenses for time and materials. Deviations from actual expenses require the Mayor's approval. Each of these agreements include an estimate for city staff time which is paid in advance of the event. After the event, the actual amount is billed to the organization which may result in additional fees or a refund depending on the difference between estimated and actual city expenses. Estimated staff time is outlined below for Packet Pg. 2 2.1 each event. Summer Market Event Agreement (attached): The Summer Market takes place every Saturday from May 3 - October 18, 2025 and is run by the Edmonds -South Snohomish County Historical Society. In 2025, the Market will operate one additional Saturday in October. The city will continue to have one 10 x 10 booth space on the first Saturday of each month to promote City business. Each of these events are free and open to the public and an alcohol Permit is not required. Labor estimate for the entire market season: 6 hours Street Division. SpringFest Event Agreement (attached): This event is produced by Urban Craft Uprising and is held on the Saturday before Mother's Day (May 10, 2025) on the Frances Anderson Center playfield. The event features numerous craft booths. Eighth Avenue is limited to local access only between Main Street and Dayton Street to allow for food trucks to park on the west side of the street and provide food service. This event is free and open to the public and an Alcohol Permit is not required. Labor estimate: 4 hours Streets / Water Division; 4 hours Parks Division. Edmonds Arts Festival Event Agreement (attached): The 2025 Edmonds Arts Festival, hosted by the Arts Festival Foundation, takes place on Father's Day weekend (June 13, 14 & 15) as is tradition. This event has grown from a small community art fair to one of the most prestigious in the Pacific Northwest, attracting artists from across the nation and Canada. This event is free and open to the public. The festival does have a small wine/beer garden and resulting alcohol permits are required. The festival utilizes 8th Avenue between Dayton and Main Streets, the Frances Anderson Center building, playfield and band shell as well as the Plaza west of the FAC building and Plaza Room above the library. This year the Festival does not utilize the third floor of the Anderson Center but does have additional classroom space in the lower levels. Labor estimate: 4 hours Streets / Water Division; 4 hours Parks Division. At the time of publication the Arts Festival's insurance has not renewed and the agreement is conditional upon current insurance. The insurance requirements are approved by Risk Management and the event will not be authorized to take place without proof of insurance matching contract requirements. Attachments: 2025 Summer Market Contract FINAL 2025 Spring Fest Event Agreement FINAL 2025 Contract Edmonds Arts Festival FINAL Packet Pg. 3 2.1.a EVENT AGREEMENT CITY OF EDMONDS, WASHINGTON AND EDMONDS-SOUTH SNOHOMISH COUNTY HISTORICAL SOCIETY Event Dates — May 3-October 18, 2025 THIS AGREEMENT ("Agreement") is entered into by and between the CITY OF EDMONDS (hereinafter referred to as the "City"), and the EDMONDS-SOUTH SNOHOMISH COUNTY HISTORICAL SOCIETY (hereinafter referred to as the "Historical Society") (collectively, the "Parties"). WHEREAS, the Edmonds -South Snohomish County Historical Society has operated in the past a summer market ("Summer Market") to provide a marketplace for Edmonds residents to display their wares, which uniquely promotes artists and other small businesspersons and their products; and WHEREAS, the Parties, vendors, patrons and businesses located along 5th Avenue between Main and Bell Streets are supportive of continuing the Summer Market to commence the first Saturday in May and conclude the third Saturday in October; and WHEREAS, the City Council finds that in addition to providing an opportunity for economic development and a recreational resource to the citizens of Edmonds, the Summer Market promotes tourism to the community and could provide an initial springboard for the development of a small business; and WHEREAS, the City Council finds that the Summer Market provides an important opportunity for local farmers to provide fresh food to the community; and WHEREAS, the City Council finds that the considerations the City provides are more than adequately recompensed by the promises of the Historical Society and the public benefit to be derived from this Agreement; NOW, THEREFORE, in consideration of the promises, covenants, conditions and performances set forth below, the Parties hereto agree as follows: Responsibilities of the City (some Historical Society responsibilities included). 1.1 Summer Market (May 3 through October 18): The City will provide use of the right of way on Bell Street between 5th and 6th Avenues and on 5th Avenue between Main Street and the Southern edge of the South parking lot entrance to the Public Safety parking lot as outlined in Attachment A for farmer/producer-based vendors each Saturday. 1.2 The City will allow vendor parking on the south, east and west sides of the police parking lot each Saturday for the Summer Market, as well as in the parking area under the City Hall building. Packet Pg. 4 2.1.a 1.3 All use and configuration of tents and other temporary facilities used in the Summer Market will be inspected and reviewed prior to the event by the Edmonds Fire Marshal or designated representative, in accordance with the provisions of the Open -Air Market Ordinance and the "Outdoor Assembly Events" checklist set forth in Attachment B, attached hereto and incorporated herein by this reference. Tarps, tents, canopies and covers will be tested and labeled for fire resistance. The Historical Society will ensure that all participants adhere to all provisions of State and local law to ensure that no lasting or permanent damage is done to any public facility or property. The Fire Marshal or the City, in accordance with its lawful authority under statute and ordinance, may use their discretion to cancel this event or to prohibit the attendance of the general public in certain areas when doing so would be a violation of state law or local ordinance. 1.4 The City will place ten (10) barricades and one (1) "Local Access Only" sign behind the Museum prior to May 1 for the duration of the Summer Market. 1.5 The City will place rope and signage around the Holiday Tree requesting people not to enter the landscaped area. 1.6 The City will install appropriate "No Parking on Saturdays" signage on 5th Avenue North between Main and Bell Streets and on Bell Street between 5th Avenue North and 6th Avenue by April 25, 2025. Signage will include four (4) portable A frame "No Parking on Saturdays" signs to be placed on the north and south sides of Bell Street and the east side of 5th avenue between Bell and the Public Safety parking lot for the duration of the Summer Market. 1.7 The City will supply a list of acceptable compostable and recyclable food ware items and of suppliers for the compostable items to strongly encourage their use. The City will provide signage for the on -site collection containers, and any on -site collection containers for trash, recycling and composting. The City will also supply appropriate bags for each collection container and will bill the Historical Society for collection bags required at the Summer Market. The Historical Society will be responsible for transporting any items deposited in these containers to the City's collection site located along the south wall of Fire Station 17. 1.8 The City will supply a key to allow the Historical Society to unlock the public restrooms adjacent to the market at 6:00 a.m. A City employee will perform routine maintenance in the restrooms mid -day. The City will maintain responsibility for locking the restrooms in the evening. The City will supply a contact number for issues related to the restroom. 2. Responsibilities of the Historical Society (some City responsibilities included). 2.1 2025 Summer Market season: May 3 through October 18. 2.2 Set up hours begin at 6:00 a.m. on Saturdays on 5th Avenue and 6:30 a.m. on Saturdays on Bell Street. 2 Packet Pg. 5 2.1.a 2.3 During the Summer Market, the sections of the Police parking lot not used by the Market will be reserved for police parking only. Parking restrictions will be posted and vendor and customer parking will not be allowed in this area. Violators may be towed at their own expense. 2.4 For the Summer Market, parking restrictions will be posted indicating violators will be towed. The Police Department will attempt to notify owners. If not located by 6:30 a.m., the police will proceed to have violating vehicles towed. 2.5 The Summer Market will make available to the City one 10 x 10 Vendor booth location on the first Saturday of each month for promotion of City related activities. 2.6 For the Summer Market, street barricades must be in place at 6:30 a.m. on Saturday and removed by 4:00 p.m. The Historical Society will ensure that Sound Disposal will have adequate access to the alley next to the Museum for Saturday morning pickup. Sound Disposal will enter 5th Avenue from Main Street and access the alley by 8:00 a.m. at the latest. 2.7 The Historical Society will provide a Certificate of Insurance evidencing the following insurance: General Liability insurance shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 00 01 covering premises, operations, products -completed operations and contractual liability. The City of Edmonds shall be named as an additional insured on the Historical Society's General Liability insurance policy using ISO Additional Insured - Managers or Lessors of Premises Form CG 20 11 or an endorsement providing at least as broad coverage. The General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. The insurance policy shall contain, or be endorsed to contain, that the Historical Society's insurance coverage shall be primary insurance as respect the city of Edmonds. Any insurance, self-insurance, or self -insured pool coverage maintained by the city of Edmonds shall be excess of the Historical Society's insurance and shall not contribute with it. The Historical Society will provide a Certificate of Insurance evidencing the required insurance before using the premises described herein. Insurance will be placed with insurers with a current A.M. Best rating of not less than ANII. 2.8 The Historical Society agrees that the Summer Market is a public event. The Historical Society further agrees that areas constituting the City -Provided Site that are covered under this Agreement, including but not limited to public right of way, streets, sidewalks, parks, parking lots, gardens, meeting halls and squares, are traditional public forums. As a result, the Historical Society will permit citizens attending events open to the general public at a City -Provided Site during the Market to exercise therein their protected constitutional right to free speech without interference. Packet Pg. 6 2.1.a 2.9 Chapter 6.80 of the Edmonds City Code ("Plastic Bag Reduction") restricts the use of single -use plastic checkout bags. The restrictions do not apply to plastic bags used to carry out cooked food or provided solely for produce, bulk food or meat. The Historical Society will strongly encourage its vendors to comply with the purposes of the ordinance by utilizing paper bags or encouraging the use of reusable totes whenever practicable. 2.10 Pursuant to the provisions of RCW 70.93.093, concerning event recycling, the Historical Society will place clearly marked, City -supplied recycling, compost and waste containers throughout the Summer Market event area for the collection of aluminum cans, glass and plastic bottles and other recyclable materials from event participants. The Historical Society will be responsible for providing recycling, compost, and garbage collection and removal services (see also Section 2.11, below). 2.11 Pursuant to Chapters 6.90 and 6.95 ECC, which prohibit the use of noncompostable food service containers and single -use plastic utensils (such as straws, stirrers and cutlery) at public events requiring a contract with the City, food vendors at the Summer Market will provide only compostable food service containers and utensils, as defined in Chapters 6.90 and 6.95 ECC, to event participants. The Historical Society will provide for the on -site collection of compostable and recyclable materials and garbage from event participants, using designated color -coded collection containers. The Historical Society will ensure that on -site collection containers are serviced properly and continually during the Summer Market. The Historical Society representative will meet with the City's Recycling Coordinator or representative prior to April 25, 2025, in order to be educated on the 3- container system to maximize diversion of compostable and recyclable materials from the garbage. 2.12 The Historical Society will defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits, including attorney fees, arising from or in connection with the Historical Society's performance, or nonperformance, of this Agreement, except to the extent that claims, injuries, damages, losses or suits are caused by the sole negligence of the City, its officers, officials, employees or volunteers. This promise to indemnify and hold harmless will include a waiver by the Historical Society of the immunity provided under Title 51 RCW, but only to the extent necessary to fully effectuate this promise. This provision will survive the termination and/or expiration of this Agreement. 2.13 Neither the Historical Society nor any of its officers, agents, or employees will discriminate in the provision of services under this Agreement against any individual, partnership, or corporation based upon race, religion, sex, creed, place of origin, or any other form of discrimination prohibited by federal, state or local law. 2.14 The Parties acknowledge that pursuant to Chapter 70.160 RCW (hereinafter the "smoking ban"), smoking is prohibited in indoor areas, within 25 feet of vents or entrances and in outdoor areas where public employees of the City, and employees of any vendor at the Summer Market or of the contracting organization are required to be. This general description of the provisions of the statute is included for the purpose of reference and is 4 Packet Pg. 7 2.1.a not intended to expand or contract the obligations created by the smoking ban. The Historical Society warrants that it will comply with the smoking ban and will utilize the services and advice of the Snohomish County Health District in assuring compliance during the events described in this Agreement. 2.15 Historical Society agrees to the following Market days: Summer Market: Saturdays, May 3 through October 18, 2025 Historical Society agrees to the following Market hours of operation: Set up: 6:00 a.m. - 9:00 a.m. (6:00 a.m. start on 5th Avenue; 6:30 a.m. start on Bell Street) Open: 9:00 a.m. - 2:00 p.m. Takedown: 2:00 p.m. - 3:30 p.m. 2.16 The City will have no responsibility or liability for the provision of security services, nor will it be liable for any loss or damage incurred by the Historical Society or the participants in the Summer Market. 2.17 The Historical Society will provide fire watch for all times in and around the booths and displays open to the general public as part of the Summer Market. 2.18 The Historical Society will provide a portable Sani-Can at 537 Bell Street for the duration of the Summer Market season. 2.19 The Historical Society will commit to being good stewards of the Veterans Plaza, including but not limited to monitoring and removal of garbage from the garbage can located in Veterans Plaza two (2) times per day and monitoring and prompt cleanup of any and all spills. 2.20 Individual vendors are responsible for packing out all of their own garbage. The Historical Society may deposit up to sixteen (16) thirty-three (33) gallon bags of garbage generated in their area in the dumpster located in the Public Safety Center's trash enclosure that abuts Fire Station 17. 2.21 The Historical Society will arrange for and pay for a recycling container from Sound Disposal. The container will be stored and serviced in the Public Safety Center's trash enclosure that abuts Fire Station 17. 2.22 Upon the completion of the event, the Historical Society will make adequate provisions for the cleanup and restoration of all sites rented or provided under terms of this Agreement, including but not limited to removal of any grease stains as a result of the event. 2.23 The Historical Society will pay the City all permit fees, in accordance with the provisions of Chapters 4.90 and 4.100 ECC, for the above -mentioned facilities use and s Packet Pg. 8 2.1.a services at least ten (10) days prior to the event. This Agreement will serve as the special event permit application required under ECC 4.100.040. A statement of the estimated costs of City resources to be provided for the event, to include the deployment of "No Parking" signs and placement and removal of street barricades, will be provided upon approval of the Special Event permit. The actual costs of these resources will be determined after the event at which time the City will either refund the difference or invoice the Historical Society for the additional costs due pursuant to ECC 4.100.090. 2.24 Colored flags or banners may not be placed in the existing holes in the public sidewalk designated for the American flag program. 2.25 No ground penetrations are allowed unless authorized first by the City electrician and City Parks Department. Any unauthorized ground penetrations may be subject to fine and/or damage cost recovery from the Historical Society. It is not allowed to fasten anything to the buildings, structures or trees, and doing so may result in damage cost recovery and/or fine. 3. Miscellaneous. 3.1 Entire Agreement, integration, amendment, waiver, applicable law and venue. This Agreement contains the entire agreement and understanding between the Parties relating to the rights and obligations created hereby, and supersedes all prior and contemporaneous negotiations, understandings, and agreements, written or oral, between the Parties. Any prior discussions or understandings are deemed merged with the provisions herein. This Agreement will not be amended, assigned or otherwise changed or transferred except in writing with the express written consent of the Parties hereto. The failure of either party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. This Agreement shall be governed and construed in accordance with the laws of the State of Washington, and any action to interpret or enforce this Agreement will be brought before the Superior Court of Snohomish County, Washington, and the Parties agree that, as between them, all matters will be resolved in that venue. 3.2 Force majeure. The Parties will not be liable for failure to perform or delay in performance due to fire, flood, strike or other labor difficulty, act of God, act of any governmental authority, riot, embargo, fuel or energy shortage, car shortage, wrecks or delays in transportation, or due to any other cause beyond the Parties' reasonable control. In the event of delay in performance due to any such cause, the date of delivery or time for completion will be extended by a period of time reasonably necessary to overcome the effect of such delay. 3.3 Relationship between the Parties. Nothing in this Agreement will be interpreted to or in fact create an agency or employment relationship between the Parties. No officer, official, agent, employee or representative of the Historical Society will be deemed to be the same of the City for any purpose. The Historical Society alone will be solely responsible 6 Packet Pg. 9 2.1.a for all acts of its officers, officials, agents, employees, representatives and subcontractors during the performance of this Agreement. 3.4 Compliance with Laws. The Historical Society in the performance of this Agreement shall comply with all applicable Federal, State and local laws and ordinances, including all applicable public health and safety guidelines and all requirements of the federal government, the State of Washington, the Snohomish County Health District, and the City. It is in the interests of the Parties that the health and safety of event attendees and the general public is protected. It is the Historical Society's responsibility to ensure that all of its representatives and all participants in the events comply with all relevant COVID-19 and other health and safety related guidance. In the event that the City provides written notice to the Historical Society of issue(s) relating to public health or safety and such issue(s) are not promptly corrected, the City may at its sole discretion cancel the Event or prohibit the attendance of the general public in certain areas, if in the opinion of the Parks Director and at the sole discretion of the City, such issue threatens public health and safety. 3.5 Termination. If the Historical Society breaches any of its obligations under this Agreement and fails to cure the same within five (5) days' written notice to do so by the City, the City may terminate this Agreement. DATED this day of CITY OF EDMONDS: Mike Rosen, Mayor ATTEST/AUTHENTICATED: Scott Passey, City Clerk APPROVED AS TO FORM: Office of the City Attorney 2025. EDMONDS-SOUTH SNOHOMISH COUNTY HISTORICAL SOCIETY: Barb Fahey, Board Chair Packet Pg. 10 2.1.a Attachment A vo os tv�z5 Sa'¢d5 � t \A�� COPS j j and Qz5 £ y'►5 Sa�edS j� t ol 9 Avs � s CD of �• n I aW ,� -- - S CD rt j N Z O 0 N O_ = O S rF s N W M D (D (DS— I rD S m G (D O) -O O W N '6 N m M � o 0 O� v 5 ro 0 G) 7. vi O O 0 A G =- Cf O 7 o N n S N ut O 7 � N o Q 90 3 Gl, (D O OC rw v Q N 7C _� 7 C 3 OC N 0 = h S a O_ fD N N � y � O O �• � � n W oa O G 3 _= C Q 0 M s p n ro u Q Il W 1 O 2 C (DvCi 0 p n o o O M 0 O W H O m D s D 7 s rD M M rD ID v m v 7 J (+ 7 C (D (D CQ , .f O' 7 (D n O O S QO N (D G J1 N N S S O o p N 0 N V1 z S � s S N N N D 8 Packet Pg. 11 Attachment B 2.1.a REQUIREMENTS FOR Outdoor Assembly Events The purpose of this handout is to assist the public in complying with requirements for holding Outdoor Assembly Events. It is not a complete list of permit or code requirements and should not be used as a substitute for applicable laws and regulations of the owner/design professional to review the submittal for completeness. Only complete applications will be accepted by the City for review. REQUIREMENTS: ❑ Outdoor assembly events shall be approved by the fire code official. (IFC 3106.2.1) ❑ An approved means of fire apparatus access shall be provided. (IFC 3106.2.3) ❑ The fire code official shall establish an occupant load for the event site. (IFC 3106.3.1) ❑ Unobstructed access to fire hydrants, drafting sources and other fire protection features shall be maintained at all times. (IFC 3106.2.3.1) ❑ Combustible refuse shall be kept in noncombustible containers with tight fitting or self -closing lids. Combustible refuse shall be removed from the event site at regular intervals to prevent an unsafe accumulation within the event site. (IFC 3106.4.7) ❑ Where events involve a gathering of more than 1,000 people, trained crowd managers shall be provided in accordance with Section 403.12.3. (IFC 3106.4.3) ❑ The number and location of emergency egress and escape routes shall be approved by the fire code official. (IFC 3106.3) ❑ Any street or road that is closed to vehicle traffic via movable barricades shall maintain an obstruction free width of not less than 20 feet for emergency vehicle access. ❑ Any street or road that is closed to vehicle traffic via movable barricades shall require dedicated event staff to standby each barricade to assist emergency services personnel with access. ❑ Temporary special event structures in excess of 400 square feet shall not be erected, operated, or maintained for any purpose without first obtaining approval and a permit from the fire code official and the building official. (IFC 3105.2) ❑ Where required by the fire code official, an inspection report shall be provided and shall consist of maintenance, anchors, and fabric inspections. (IFC 3103.7.1) ❑ Tents or membrane structures and their appurtenances shall be designed and installed to withstand the elements of weather and prevent collapsing. Documentation of structural stability shall be furnished to the fire code official. (IFC 3103.9) ❑ Temporary special event structures shall be located a distance from property lines and buildings to accommodate distances indicated in the construction drawings for guy wires, cross -bracing, ground anchors or ballast. Location shall not interfere with egress from a building or encroach on fire apparatus access roads. (IFC 3105.8) ❑ Tents or membrane structures shall not be located within 20 feet (6096 mm) of lot lines, buildings, other tents or membrane structures, parked vehicles, or internal combustion engines. (IFC 3103.8.2) Packet Pg. 12 2.1.a ❑ Smoking shall not be permitted in tents or membrane structures. Approved "No Smoking" signs shall be conspicuously posted. (IFC 3106.4.5) ❑ An unobstructed fire break passageway or fire road not less than 12 feet (3658 mm) wide and free from guy ropes or other obstructions shall be maintained on all sides of all tents and membrane structures unless otherwise approved by the fire code official. (IFC 3103.8.6) ❑ Approved portable fire extinguishers complying with Section 906 shall be provided and placed in locations approved by the fire code official. (IFC 3106.4.4 / 3107.9) ❑ Open flame or other devices emitting flame, fire or heat or any flammable or combustible liquids, gas, charcoal or other cooking device or any unapproved devices shall not be permitted inside or located within 20 ft of the tent or membrane structure while open to the public unless approved by the fire code official. (IFC 3107.4) ❑ Cooking appliances or devices that produce sparks or grease -laden vapors or flying embers (firebrands) shall not be used within 20 feet (6096 mm) of a tent or temporary structure. Exceptions: ■ Designated cooking tents not occupied by the public when approved by the fire code official. ■ Tents or structures where cooking appliances are protected with an automatic fire - extinguishing system. (IFC 3106.5.1) ❑ Cooking equipment using combustible oils or solids shall meet the following: ■ A noncombustible lid shall be immediately available. The lid shall be of sufficient size to cover the cooking well completely. ■ The equipment shall be placed on a noncombustible surface. ■ An approved portable fire extinguisher for protection from cooking grease fires shall be provided at a location approved by the fire code official. (IFC 3106.5.2) ❑ Electrical equipment and wiring shall be listed and labeled for outdoor use. (IFC 3106.6.1) ❑ Generators shall be installed not less than 10 feet (3048 mm) from combustible materials and shall be isolated from the public by physical guard, fence or enclosure installed not less than 3 feet (914 mm) away from the internal combustion engine. Refueling of internal combustion engines shall not be allowed during cooking operations AND only when the electric generators and internal combustion power sources are not in use. (IFC 3106.6.2) ❑ Each generator shall be provided with an approved portable fire extinguisher complying with Section 906. (IFC 3106.6.3) ❑ LP -gas containers and tanks shall be located outside in accordance with Table 6104.3. Pressure relief valves shall be pointed away from the tent or membrane structure. (IFC 3107.13.2) ❑ Portable LP -gas containers, tanks, piping, valves and fittings that are located outside and are being used to fuel equipment inside a tent, or membrane structures shall be adequately protected to prevent tampering, damage by vehicles or other hazards and shall be located in an approved location. Portable LP -gas containers shall be secured to prevent unauthorized movement. (IFC 3107.13.3) ❑ Generators and other internal combustion power sources shall be separated from tents or membrane structures by not less than 20 ft and shall be isolated from contact with the public by fencing, enclosure, or other approved means. (IFC 3107.16) SOUTH COUNTY FIRE (425) 551-1264 / Prevention@southsnofire.org Packet Pg. 13 2.1.a I %CCPR" CERTIFICATE OF LIABILITY INSURANCE DATE( 02/12/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI; CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE; BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject tt the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to thl certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Lar Spiker ext 203 NAME: ry Pro Insur, Inc dba A/C No Ext : 317-848-9075 1 aC No : 317-848-9093 E-MAIL Ispilker@campbellrisk.com ADDRESS: Campbell Risk Management 9595 Whitley Drive, Suite 204 Indianapolis, IN 46240 INSURERS AFFORDING COVERAGE NA INSURER A : HANOVER INSURANCE GROUP 22292 Larry Spilker Ext 203 INSURER B : INSURED Edmonds Summer Market PO BOX 52 INSURER C : 118 5th Ave N INSURER D : Edmonds Washington 98020 INSURER E: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOE INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000 CLAIMS -MADE OCCUR X X AAM8392 LHW D481967 05/03/2025 05/03/2026 DAMAGE TO RENTED PREMISES Ea occurrence $ 100, MED EXP (Any one person) $ 5, PERSONAL & ADV INJURY $ 2,000, GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000, X POLICY PRO- JECT ❑ LOC PRODUCTS - COMP/OP AGG $ 4,000, $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ NON -OWNED HIRED AUTOS AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ HCLAIMS-MADE AGGREGATE $ EXCESS LIAB DIED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's operation. Blanket additional Insured applies per coverage form 421-2915 06 15. Certificate holdE if any, is hereby an additional insured. CERTIFICATE HOLDER CANCELLATION City of Edmonds 121 5th Ave N SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI Edmonds, WA 98020 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED DDNREPRESENTATIVE ,Nv C. R 'a+ U) 4) [L fn a y 4) LL. C) C Q N r-� 4) Y L fn OT )0g )0g )06 )l� > W l3 4) CL U) J a Z_ LL t V L r+ C 0 V 0 L (C73 G L E E M run LO N O N C d E L t,1 lC r a V © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Packet Pg. 14 Permit 2.1.a FAC (Frances Anderson Center) PHONE:(425) 771-0230 700 Main Street FAX:(425) 771-0253 Edmonds, WA 98020 EMAIL:reczoneC@edmondswa.gov Customer Name Christina Martin - 38864 Customer Type General Public Mailing Address 118 5th Ave N Edmonds, WA 98020 System User Jay Sandstrom Summer Market Booking Summary Permit # R7078 Status Approved Date Feb 20, 2025 12:08 PN Home Phone Number (425) 802-1572 Cell Phone Number (425) 802-1572 Email Address bluecottagejamsCCgmail.com START DATE/TIME END DATE/TIME Sat, May 3, 2025 6:00 AM Sat, Oct 18, 2025 3:30 PM Occurs every Saturday effective 0510312025 until 1011812025 from 6:00 AM to 3:30 PM. Resource level fees Rental Fee $360.00 Discounts $0.00 Subtotal $360.00 Deposits $0.00 Deposit Discounts $0.00 Total Permit Fee $360.00 Total Payment $0.00 Refunds $0.00 Balance $360.00 1 resource(s) 25 booking(s) Subtotal: $360.00 ATTENDEE AMT W/O TAX $0.00 $360.00 Payment Schedules Original Balance: $360.00 Current Balance: $360.00 DUE DATE AMOUNT DUE AMOUNT PAID WITHDRAWAL ADJUSTMENT BALANCE Apr 5, 2025 $360.00 $0.00 $0.00 $360.00 # R7078 Status Approved Packet Pg. 15 2.1.a x: x: Date: Date: FAC (Frances Anderson Center) Mailing Address: 700 Main Street, Edmonds, WA 98020 Phone Number: (425) 771-0230 Fax Number: (425) 771-0253 Email Address: reczone@edmondswa.gov Christina Martin Customer ID: 38864 Home Phone Number: (425) 802-1572 Cell Phone Number: (425) 802-1572 Email Address: bluecottagejams@gmail.com # R7078 Status Approved Packet Pg. 16 2.1.b EVENT AGREEMENT CITY OF EDMONDS, WASHINGTON AND URBAN CRAFT UPRISING Event Date — May 10, 2025 THIS AGREEMENT ("Agreement") is entered into by and between the CITY OF EDMONDS (hereinafter referred to as the "City"), and the URBAN CRAFT UPRISING (hereinafter referred to as the "UCU") (collectively, the "Parties"). WHEREAS, the UCU has conducted a public event known as "Edmonds Spring Fest" (hereinafter referred to as the "Event") in 2018, 2019, 2021, 2022 2023 and 2024; and WHEREAS, the City Council finds that the Event will enhance tourism and promote economic development, as well as providing an opportunity for enjoyment to its citizens; and WHEREAS, the City Council finds that the considerations the City provides are more than adequately recompensed by the promises of the UCU and the public benefit to be derived from this Agreement; NOW, THEREFORE, in consideration of the promises, covenants, conditions and performances set forth below, the Parties hereto agree as follows: 1. Responsibilities of the City (certain UCU obligations included). 1.1 The City will provide use of the Frances Anderson Center Playfield ("Playfield") and 8th Avenue between Main Street and Dayton Street (depicted on the Site Map in Exhibit A) (collectively referred to as the "City -Provided Site") so as to allow for the following: 1.1.1 The Event setup will begin on Friday, May 9, 2025 at 2:00 p.m.; street barricades to be in place by Friday, May 9, 2025 at 2:00 p.m. 1.1.2 The Event will run from 10:00 a.m. to 5:00 p.m. on Saturday, May 10, 2025 1.1.3 The Playfield will be used for the craft and food booths. The section of 81h Avenue depicted in Exhibit A will be utilized as an area for food trucks. 1.2 All surfaces listed will remain available to the UCU for Event purposes until Saturday, May 10, 2025 at 10:00 p.m. Final cleanup will take place as set forth in paragraph 2.9, below. 1.3 The City may irrigate the field prior to the event to reduce dust. The Playfield irrigation system will be turned off by 8:00 a.m. on Friday, May 9, 2024. 1.4 The City will provide up to ten (10) picnic tables, to be delivered to the Playfield. The UCU will provide crew members to assist with the moving and placement of the picnic tables. The UCU will be responsible for providing compost, recycle and garbage collection and removal of all trash. 1.5 City will remove the baseball field backstop and place it near the trees on the South side of the field. Packet Pg. 17 2.1.b 1.6 All use and configuration of structures, booths and other permanent or temporary facilities used in the Event must comply with the requirements of the "Outdoor Assembly Events" checklist set forth in Exhibit B, attached hereto and incorporated herein by this reference. Such structures, booths and facilities may be inspected and reviewed by City Fire Chief, Police Chief, Building Official and Director of the Parks, Recreation and Human Services Department ("Parks & Recreation") or their designees to determine the facilities in use comply with the provisions of Exhibit B and state and local law, as well as to ensure that no lasting or permanent damage will be done to any public facility or property. 1.7 Edmonds Fire Marshal will inspect the facilities prior to the opening to the general public on or before 9:00 a.m., May 10, 2025, as the Parties will agree, and note all potential problems. Prior to the opening of the Event, the UCU will correct all problems related to fire safety. In the event that such problems are not corrected, the City may at its sole discretion cancel the Event or prohibit the attendance of the general public in certain areas, if in the opinion of the Fire Marshal and at the sole discretion of the City, any violation or other condition that threatens life, health or property has not been corrected. 1.8 Alcohol will not be served at the Event. 1.9 The City will provide safety barriers at the following two (2) locations for street closures required to contain the City -Provided Site described in Paragraph 1.1 (see Site Map in Exhibit A): 1.9.1 81h Avenue at Main Street, to close 8th Avenue 1.9.2 81h Avenue at Dayton Street, to close 8th Avenue 1.10 The City will identify ADA parking stalls and provide official handicapped parking signs 1.11 The City has the right to check the noise level of any amplified sound equipment or other source and require that the volume be reduced if it exceeds the safety limits set forth in the ordinances of the City of Edmonds. 1.12 The City will provide and oversee police supervision of the Event under the command of the Chief of Police or designee. Police staffing levels and fees to be paid to the City, if any, will be mutually determined by the Chief of Police, or designee, and the UCU. 1.13 The City will supply a list of acceptable compostable and recyclable food ware items and of suppliers for the compostable items. 1.14 The UCU must supply power as needed. The City Electrician will have final say in all electrical matters. (No ground penetrations are allowed unless authorized first by the City Electrician and Parks & Recreation). Any unauthorized ground penetrations may be subject to fine and/or damage cost recovery from the UCU). The UCU is not authorized to fasten anything to the buildings, structures, or trees. Doing so may result in damage cost recovery and/or fine. 1.15 The UCU must have temporary panels and power poles, if applicable, removed by 12:00 noon on Monday May 12 2025. 2. Responsibilities of the UCU. Packet Pg. 18 2.1.b 2.1 The UCU agrees to the following general open hours for the Event: Saturday, May 10, 2025, 10:00 a.m. — 5:00 p.m. 2.2 The UCU will pay the City Four Hundred Fifteen Dollars ($415.00) for the above - mentioned facility no later than April 11, 2025. The UCU will be responsible for costs of City resources provided for the event pursuant to the provisions of ECC 4.100.090. A statement of the estimated costs for City staff time for the deployment of no parking signs, placement and removal of street barricades, potable water access, picnic table delivery, irrigation marking and backstop removal will be provided upon approval of the Special Event permit. The estimated costs for City resources must be paid no later than ten (10) days prior to the event. The actual costs of these resources will be determined after the event at which time the City will either refund the difference or invoice the UCU for additional costs due pursuant to ECC 4.100.090. 2.3 The UCU will submit a cleaning/damage deposit of Five Hundred Dollars ($500.00) to the City prior to April 11, 2025. The deposit will be refunded to the UCU if, upon inspection, all is in order, or a prorated portion thereof as may be necessary to reimburse the City for loss or cleaning costs. 2.2 The UCU will provide any and all security services necessary during the nighttime hours (nighttime hours being defined as those hours which the Event is not in operation), sufficient to reasonably secure the area and facilities provided. The City will have no responsibility or liability for the provision of security services, nor will it be liable for any loss or damage incurred by the UCU or the participants in the Event. 2.3 The UCU is responsible for contracting with appropriate vendors for power. Further, the UCU will arrange for a walk-through with the City Electrician to obtain approval for the accommodation of power and electricity needs. 2.4 The UCU will provide sufficient portable sani-cans and wash stations. 2.5 The UCU will be responsible for all required City of Edmonds and State of Washington permits. The UCU will submit the fee for the park usage permit provided for by this Agreement. 2.6 The UCU will obtain any copyright licenses necessary for presenting licensed live and recorded music. 2.7 Garbage service will be contracted and paid for by the UCU. 2.8 UCU will contact community transit at Construction. Supervisor(acommtrans.org no later than April 10, 2025 to inform them of the closure of 8th avenue and the need to re-route their bus service during the closure. 2.9 The UCU will be responsible for restoring the Playfield to its original condition no later than 12:00 noon, Sunday May 11, 2025. A UCU representative will meet with a member of Parks & Recreation on the afternoon of May 9, 2025, to inspect the facility to document the "original" condition of the Playfield. A final inspection of the Event area will be conducted by the City Parks Maintenance Division to determine if all areas are clean and returned to their original condition to include removal of all garbage and equipment related to the event. Packet Pg. 19 2.1.b 2.10 The UCU will supply no fewer than four (4) sheets of plywood to cover the field entrance on Dayton Street to mitigate potential turf damage from vehicles entering and exiting the site. 2.11 The UCU will operate the Event. Neither the UCU nor any of its officers, agents or employees will discriminate in the provision of services under this Agreement against any individual, partnership, or corporation based upon race, religion, sex, creed, place of origin, or any other form of discrimination prohibited by federal, state or local law. 2.12 The Parties acknowledge that, pursuant to the provisions of Chapter 70.160 RCW (hereinafter the "smoking ban"), smoking is prohibited in indoor areas, within 25 feet of vents or entrances, and in outdoor areas where public employees of the City and employees of any vendor at the Event or of the contracting organization are required to be. This general description of the provisions of the statute is included for the purpose of reference and is not intended to expand or contract the obligations created by the smoking ban. The UCU warrants that it will comply with the smoking ban and will utilize the services and advice of the Snohomish County Health District in assuring compliance during the Event described in this Agreement. 2.13 The UCU agrees that the Event is a public event. The UCU further agrees that areas provided by the City that are covered under this Agreement, including but not limited to public right of way, streets, sidewalks, parks, parking lots, and gardens, are traditional public forums. As a result, the UCU will permit citizens attending events open to the general public during the Event to exercise therein their protected constitutional right to free speech without interference on City property. 2.14 Pursuant to the provisions of RCW 70.93.093, concerning event recycling, the UCU will place clearly marked recycling containers throughout the Event area for the collection of aluminum cans, glass or plastic bottles from Event participants, and arrange for recycling services. 2.15 Chapter 6.80 of the Edmonds City Code ("Plastic Bag Reduction") restricts the use of single -use plastic checkout bags. The restrictions do not apply to plastic bags used to carry out cooked food or provided solely for produce, bulk food or meat. The UCU will encourage its vendors to comply with the purposes of the ordinance by utilizing paper bags or encouraging the use of reusable totes whenever practicable. 2.16 Pursuant to Chapters 6.90 and 6.95 ECC, which prohibit the use of non-compostable food service containers and single -use plastic utensils (such as straws, stirrers and cutlery) at public events requiring a contract with the City, food vendors at this public event will provide only compostable food service containers and utensils, as defined in Chapters 6.90 and 6.95 ECC to event participants. The UCU will provide for the on -site collection of compostable and recyclable materials and garbage from event participants, using designated color -coded collection containers. The UCU will ensure that on -site collection containers are serviced properly and continually during the event. A UCU representative will meet with the City's Recycling Coordinator or representative prior to April 11, 2025, in order to be educated on the 3-container system to maximize diversion of compostable and recyclable materials from the garbage. 2.17 The UCU may in its discretion limit the participation of any vendor who produces duplication in order to adequately recognize limitations of space, failure to comply with applicable State or local health, liquor, or other requirements of law, and in order to provide an adequate and interesting diversity compatible with the recreation of the citizens of Edmonds. Packet Pg. 20 2.1.b 2.18 The Parks & Recreation Director will provide a temporary exemption to the No Dogs on playfields ordinance and allow dogs to be on leash at the Event. The UCU will ensure dogs do not enter the playground area and will ensure all dog waste is removed from the site. Police will be notified of any aggressive dog behavior. The Parks & Recreation Director retains the right to suspend this temporary exemption at any time. 2.19 All requests for additional services and concerns of the Event will be directed by the UCU to the City's designated representative, the Parks & Recreation Deputy Director, who may be contacted at 425-771-0230. 2.20 The UCU will provide a fire watch for all times the Event is open to the general public. The Fire Marshall or representative will inspect the Playfield with the UCU designated representative prior to the Event opening to the public, and any potential problems will be noted and reported to the City prior to the Fire Marshall's briefing. At 9:00 a.m. on May 10, 2025, the Fire Marshal will brief designated representatives of the UCU of the location and use of fire service features (fire extinguishers, pull stations, etc.) in the Frances Anderson Center, as well as inspect for any electrical and fire safety hazards. The UCU and appointed representatives will be the responsible individuals for performing fire prevention and fire watch activities. 2.21 The UCU will insure that: 1) Kilns, barbecues, forges and other sources of heat will be insulated from turfed areas to prevent the heat from killing the grass and sterilizing the soil. All heat producing appliances in locations other than the food vending area will be approved by the Fire Department and may require conditions for their acceptable use. Food vendor installations will be inspected prior to the Event opening. Tarps, tents, canopies and covers will be listed and labeled for flame resistance. 2) Vehicles will only be allowed on turfed areas to load and unload, with adjacent streets used for parking during the Event. The UCU will notify all individual residents of the affected areas of 8th Avenue and provide general notice to all the citizens of the closure of 8th Avenue. 3) Tents are held down with sandbags and not stakes. 2.22 The UCU will defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits, including attorney fees, arising from or in connection with the UCU's performance, or nonperformance, of this Agreement, except to the extent that claims, injuries, damages, losses or suits are caused by the sole negligence of the City, its officers, officials, employees or volunteers. This promise to indemnify and hold harmless will include a waiver by the UCU of the immunity provided under Title 51 RCW, but only to the extent necessary to fully effectuate this promise. This provision will survive the termination and/or expiration of this Agreement. 2.23 The UCU will provide a Certificate of Insurance evidencing the following insurance: General Liability insurance shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 00 01 covering premises, operations, products -completed operations and contractual liability. The City of Edmonds shall be named as an additional insured on UCU's General Liability insurance policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 Packet Pg. 21 2.1.b or an endorsement providing at least as broad coverage. The General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. The insurance policy shall contain, or be endorsed to contain, that UCU's insurance coverage shall be primary insurance as respect the city of Edmonds. Any insurance, self-insurance, or self -insured pool coverage maintained by the city of Edmonds shall be excess of UCU's insurance and shall not contribute with it. The UCU will provide a Certificate of Insurance evidencing the required insurance before using the premises described herein. Insurance will be placed with insurers with a current A.M. Best rating of not less than A:VII. 3. Miscellaneous. 3.1 Entire agreement, integration, amendment, waiver, applicable law and venue. This Agreement contains the entire agreement and understanding between the Parties relating to the rights and obligations created hereby, and supersedes all prior and contemporaneous negotiations, understandings, and agreements, written or oral, between the Parties. Any prior discussions or understandings are deemed merged with the provisions herein. This Agreement will not be amended, assigned or otherwise changed or transferred except in writing with the express written consent of the Parties hereto. The failure of either party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. This Agreement shall be governed and construed in accordance with the laws of the State of Washington, and any action to interpret or enforce this Agreement will be brought before the Superior Court of Snohomish County, Washington, and the Parties agree that, as between them, all matters will be resolved in that venue. 3.2 Force majeure. The Parties will not be liable for failure to perform or delay in performance due to fire, flood, strike or other labor difficulty, act of God, act of any governmental authority, riot, embargo, fuel or energy shortage, car shortage, wrecks or delays in transportation, or due to any other cause beyond the Parties' reasonable control. In the event of delay in performance due to any such cause, the date of delivery or time for completion will be extended by a period of time reasonably necessary to overcome the effect of such delay. 3.3 Relationship between the Parties. Nothing in this Agreement will be interpreted to or in fact create an agency or employment relationship between the Parties. No officer, official, agent, employee or representative of the UCU will be deemed to be the same of the City for any purpose. The UCU alone will be solely responsible for all acts of its officers, officials, agents, employees, representatives and subcontractors during the performance of this Agreement. 3.4 Compliance with Laws. The UCU in the performance of this Agreement shall comply with all applicable Federal, State and local laws and ordinances, including all applicable public health and safety guidelines and all requirements of the federal government, the State of Washington, the Snohomish County Health District, and the City. It is the UCU's responsibility to ensure that all of its representatives and all participants in the Event comply with all relevant COVID-19 and other health and safety related guidance. In the event that the City provides written notice to UCU of issue(s) relating to public health or safety and such issue(s) are not promptly corrected, the City may at its sole discretion cancel the Event or prohibit the attendance of the general public in certain Packet Pg. 22 2.1.b areas, if in the opinion of the Parks & Recreation Director and at the sole discretion of the City, such issue threatens public health and safety. 3.5 Termination. If the UCU breaches any of its obligations under this Agreement and fails to cure the same within a reasonable time after receiving written notice to do so from the City, the City may terminate this Agreement. DATED this day of 2025. CITY OF EDMONDS: URBAN CRAFT UPRISING: Mike Rosen, Mayor ATTEST/ AUTHENTICATED: Scott Passey, City Clerk APPROVED AS TO FORM: Office of the City Attorney Lindsey Ross, Owner Packet Pg. 23 2.1.b EXHIBIT A: SITE MAP O 1. CL 0 CD CD a `C 0 ID 0 '-CD m o o - CD CIOco p CD FD :Z C ,t Sal 10 tw r cr CD so CD o a J � r O NTRANCE i l-� a O ..� �ii.s fl7 O ' O 0 : •`. (CD . CL Packet Pg. 24 Exhibit B 2.1.b REQUIREMENTS FOR Outdoor Assembly Events The purpose of this handout is to assist the public in complying with requirements for holding Outdoor Assembly Events. It is not a complete list of permit or code requirements and should not be used as a substitute for applicable laws and regulations of the owner/design professional to review the submittal for completeness. Only complete applications will be accepted by the City for review. REQUIREMENTS: ❑ Outdoor assembly events shall be approved by the fire code official. (IFC 3106.2.1) ❑ An approved means of fire apparatus access shall be provided. (IFC 3106.2.3) ❑ The fire code official shall establish an occupant load for the event site. (IFC 3106.3.1) ❑ Unobstructed access to fire hydrants, drafting sources and other fire protection features shall be maintained at all times. (IFC 3106.2.3.1) ❑ Combustible refuse shall be kept in noncombustible containers with tight fitting or self -closing lids. Combustible refuse shall be removed from the event site at regular intervals to prevent an unsafe accumulation within the event site. (IFC 3106.4.7) ❑ Where events involve a gathering of more than 1,000 people, trained crowd managers shall be provided in accordance with Section 403.12.3. (IFC 3106.4.3) ❑ The number and location of emergency egress and escape routes shall be approved by the fire code official. (IFC 3106.3) ❑ Any street or road that is closed to vehicle traffic via movable barricades shall maintain an obstruction free width of not less than 20 feet for emergency vehicle access. ❑ Any street or road that is closed to vehicle traffic via movable barricades shall require dedicated event staff to standby each barricade to assist emergency services personnel with access. ❑ Temporary special event structures in excess of 400 square feet shall not be erected, operated, or maintained for any purpose without first obtaining approval and a permit from the fire code official and the building official. (IFC 3105.2) ❑ Where required by the fire code official, an inspection report shall be provided and shall consist of maintenance, anchors, and fabric inspections. (IFC 3103.7.1) ❑ Tents or membrane structures and their appurtenances shall be designed and installed to withstand the elements of weather and prevent collapsing. Documentation of structural stability shall be furnished to the fire code official. (IFC 3103.9) ❑ Temporary special event structures shall be located a distance from property lines and buildings to accommodate distances indicated in the construction drawings for guy wires, cross -bracing, ground anchors or ballast. Location shall not interfere with egress from a building or encroach on fire apparatus access roads. (IFC 3105.8) ❑ Tents or membrane structures shall not be located within 20 feet (6096 mm) of lot lines, buildings, other tents or membrane structures, parked vehicles, or internal combustion engines. (IFC 3103.8.2) Packet Pg. 25 2.1.b ❑ Smoking shall not be permitted in tents or membrane structures. Approved "No Smoking" signs shall be conspicuously posted. (IFC 3106.4.5) ❑ An unobstructed fire break passageway or fire road not less than 12 feet (3658 mm) wide and free from guy ropes or other obstructions shall be maintained on all sides of all tents and membrane structures unless otherwise approved by the fire code official. (IFC 3103.8.6) ❑ Approved portable fire extinguishers complying with Section 906 shall be provided and placed in locations approved by the fire code official. (IFC 3106.4.4 / 3107.9) ❑ Open flame or other devices emitting flame, fire or heat or any flammable or combustible liquids, gas, charcoal or other cooking device or any unapproved devices shall not be permitted inside or located within 20 ft of the tent or membrane structure while open to the public unless approved by the fire code official. (IFC 3107.4) ❑ Cooking appliances or devices that produce sparks or grease -laden vapors or flying embers (firebrands) shall not be used within 20 feet (6096 mm) of a tent or temporary structure. Exceptions: ■ Designated cooking tents not occupied by the public when approved by the fire code official. ■ Tents or structures where cooking appliances are protected with an automatic fire - extinguishing system. (IFC 3106.5.1) ❑ Cooking equipment using combustible oils or solids shall meet the following: ■ A noncombustible lid shall be immediately available. The lid shall be of sufficient size to cover the cooking well completely. ■ The equipment shall be placed on a noncombustible surface. ■ An approved portable fire extinguisher for protection from cooking grease fires shall be provided at a location approved by the fire code official. (IFC 3106.5.2) ❑ Electrical equipment and wiring shall be listed and labeled for outdoor use. (IFC 3106.6.1) ❑ Generators shall be installed not less than 10 feet (3048 mm) from combustible materials and shall be isolated from the public by physical guard, fence or enclosure installed not less than 3 feet (914 mm) away from the internal combustion engine. Refueling of internal combustion engines shall not be allowed during cooking operations AND only when the electric generators and internal combustion power sources are not in use. (IFC 3106.6.2) ❑ Each generator shall be provided with an approved portable fire extinguisher complying with Section 906. (IFC 3106.6.3) ❑ LP -gas containers and tanks shall be located outside in accordance with Table 6104.3. Pressure relief valves shall be pointed away from the tent or membrane structure. (IFC 3107.13.2) ❑ Portable LP -gas containers, tanks, piping, valves and fittings that are located outside and are being used to fuel equipment inside a tent, or membrane structures shall be adequately protected to prevent tampering, damage by vehicles or other hazards and shall be located in an approved location. Portable LP -gas containers shall be secured to prevent unauthorized movement. (IFC 3107.13.3) ❑ Generators and other internal combustion power sources shall be separated from tents or membrane structures by not less than 20 ft and shall be isolated from contact with the public by fencing, enclosure, or other approved means. (IFC 3107.16) SOUTH COUNTY FIRE (425) 551-1264 / Prevention@southsnofire.org Packet Pg. 26 2.1.b 1 ® DATE (MMIDDNY" ACORO CERTIFICATE OF LIABILITY INSURANCE ;22/202s THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME: Paul Thompson Thompson Insurance Agency PHONE . (206) 789-4663 FAx N . (888) 828 4560 2400 NW 80th St, PMB 619 E4" 1L paul@paulthompsonagency.com Seattle, WA 98117 ,um,oco,c, Accnonrun rnVFPAnF NAIC INSURED Urban Craft Uprising LLP 4821 N 9th St Tacoma. WA 98406 INSURER A: Mesa Underwriters Specialty Insurance Company APVICInN NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I LTR A TYPE OF INSURANCE GENERAL LIABILITY X cOIAMERCtAL GENERAL LIABILITY CLAIMS -MADE [A OCCUR ADDLSUBRPOLICY X n POLICY NUMBER MP0046006022086 EFF MMIDD 2/6/2025 POLICY EXP MWDD/YYYY 2/612026 LIMITS EACH OCCURRENCE S 1,000,000 DAMAGE TO RENIFD PR MI a n e S 100,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY S 1,000,000 GENERAL AGGREGATE s 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG s INCLUDED COMBINED SINGLE LIMIT (Ea accident $ S X POLICY PRO. LOC AUTOMOBILE LIABILITY BODILY INJURY (Per person) $ ANY AUTO ALLOWNED SCHEDULED BODILY INJURY (Per aocidenl) $ AUTOS AUTOS NON-0WNED HIRED AUTOS AUTOS PROPERTY DAA"AGE IP r aced nt $ S UMBRELLALUIB EACH OCCURRENCE S HOCCUR AGGREGATE S EXCESS LIAR CLAIMS -MADE DED I I RETENTIONS WORKERS COMPENSATION wRV T MTIIT o R S MP0046006022086 2/6/2025 2/6/2026 E L EACH ACCIDENT S 1,000,000 A, AND EMPLOYERS' LIABI ITY ANY PROPRIETORPARTNEIR,EXECUTIVE OFFICER'MEMBEREXCLUDED? a (Mandatory In NH) II yes. desaibe under DESCRIPTION OF OPERATIONS oclow NIA E.LDISEASE- EAEMPLOYE $ 1•00e•ODO E L DISEASE • POLICY LIMIT S 1-000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, IF more space is required) Certificate holder is included as an additional insured. L;LK I IriL:A I City of Edmonds 121 5th Ave N. Edmonds, WA 98020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORKZED REPRESENTATIVE W-I%100-LU I MVVr[U �WMV ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Packet Pg. 27 Permit FAC (Frances Anderson Center) PHONE:(425) 771-0230 700 Main Street FAX:(425) 771-0253 Edmonds, WA 98020 EMAIL:reczone@edmondswa.gov Customer Name Lindsey Ross -14534 Customer Type General Public Mailing Address Urban Craft Uprising 4207 SE Woodstock Blvd. #381 Portland, OR 97206 System User Todd Cort Spring Fest 25 Booking Summary 2.1.b Permit # R6324 Status Approved Date May 15, 202411:13 AM Home Phone Number (503) 488-6022 Email Address IindseyC@urbancraftuprising.com Rental Fee $895.00 Discounts $0.00 Subtotal $895.00 Deposits $500.00 Deposit Discounts $0.00 Total Permit Fee $1,395.00 Total Payment $0.00 Refunds $0.00 Balance $1,395.00 3 resource(s) 6 booking(s) Subtotal: $1,395.00 J Q START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX Z M Fri, May 9, 2025 2:00 PM Fri, May 9, 2025 9:00 PM 1 $0.00 " C N Sat, May 10, 2025 6:00 AM Sat, May 10, 2025 9:00 PM 1 $0.00 N N Resource level fees $1,395.00 a1 Q Damage Deposit $500.00 / Each x 1 $500.00 w = City Resource Fee - Street $240.00 / Each x 1 $240.00 N LU Field Rental - R $415.00 / Each x 1 $415.00 N ILL Park Maintenance Fee $240.00 / Each x 1 $240.00 0) C C CL START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX U) LO N Fri, May 9, 2025 2:00 PM Fri, May 9, 2025 9:00 PM 1 $0.00 N Sat, May 10, 2025 6:00 AM Sat, May 10, 2025 9:00 PM 1 $0.00 w E D. s t) START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX r Q Fri, May 9, 2025 2:00 PM Fri, May 9, 2025 9:00 PM 1 $0.00 Sat, May 10, 2025 6:00 AM Sat, May 10, 2025 9:00 PM 1 $0.00 # R6324 Status Approved Packet Pg. 28 Deposit EVENT RESOURCE DEPOSIT FEE CHARGE TAX AMOUNT PAID REFUNDS BALANCE Spring Fest FAC - Damage $500.00 $0.00 $0.00 $0.00 $500.00 25 Amphitheatre Deposit Payment Schedules Original Balance: $1,395.00 Current Balance: $1,395.00 DUE DATE AMOUNT DUE AMOUNT PAID WITHDRAWAL ADJUSTMENT BALANCE Feb 25, 2025 $240.00 $0.00 $0.00 $240.00 M> May 9, 2025 $1,155.00 $0.00 $0.00 w rn $1,155.00 Li N Q to N X: X: c Date: FAC (Frances Anderson Center) Mailing Address: 700 Main Street, Edmonds, WA 98020 Phone Number: (425) 771-0230 Fax Number: (425) 771-0253 Email Address: reczone@edmondswa.gov Date: Lindsey Ross Customer ID: 14534 Home Phone Number: (503) 488-6022 Email Address: IindseyC@urbancraftuprising.com J Q Z C N E N N C1 Q w C N W N 0 LL C C Q U) LO N O N w C N E t V r r Q # R6324 Status Approved Packet Pg. 29 2.1.c EVENT AGREEMENT CITY OF EDMONDS, WASHINGTON AND EDMONDS ARTS FESTIVAL ASSOCIATION, INCORPORATED THIS AGREEMENT ("Agreement") is entered into by and between the CITY OF EDMONDS (hereinafter referred to as the "City"), and the EDMONDS ARTS FESTIVAL ASSOCIATION, INCORPORATED (hereinafter referred to as the "Festival Association") (collectively, the "Parties"). WHEREAS, the Festival Association has for many years sponsored a public event known as the Edmonds Arts Festival, which provides educational and artistic benefits to the citizens of Edmonds; and WHEREAS, the City Council finds that in addition to providing an educational opportunity, the Edmonds Arts Festival showcases Edmonds' artists and helps promote tourism and thereby the economy of Edmonds; and WHEREAS, the City Council finds that the considerations to be provided to the Festival Association by the City are more than adequately recompensed by the compensation provided by the Festival Association and from the public benefits received by the citizens of the City; NOW, THEREFORE, in consideration of the promises, covenants, conditions, and performances set forth below, the Parties hereto agree as follows: 1. Responsibilities of the City (certain Festival Association obligations included). 1.1 The City will provide the following spaces at the Frances Anderson Center to the Festival Association: June 5 at 8:00 am to June 17 at 5:00 pm Rooms 112, 114, 115, 123, 206, 207, 208, and 209 for nonpublic use. Under no circumstances will the Festival Association have access to the Sculptors Workshop Rooms 210 & 211. June 5 at 8:00 am to June 16 at 5:00 pm Gymnasium The Festival Association will cover the gym floor to prevent damage. June 11 at 8:00 am to June 17 at Noon Playfield and amphitheater The Frances Anderson Center playfield ("Playfield") will be used for Artwork Booths. The City may irrigate the Playfield prior to the Festival to reduce dust. The Playfield irrigation system will be turned off by 8:00 am on June 10, 2025. The Festival Association agrees to cover the baseball infield dirt only. Packet Pg. 30 2.1.c The courtyard area adjacent to the Frances Anderson building (West of the amphitheater, south of the gymnasium, east of the building) may be used for a food concession area. The City will provide up to fifteen (15) picnic tables and up to fifteen (15) garbage cans to the Frances Anderson Center field. The Festival Association will provide crew members to assist with the moving and placement of picnic tables and garbage cans. The Festival Association will be responsible for providing a dumpster for trash and grease traps for wastewater disposal. The Festival Association will provide the City with a list of supplies for use both inside the building and the Playfield (trash can liners, paper towels, etc.) which the City will order. The Festival Association will pay the invoices for all supplies in a timely fashion. 1.2 The City will provide the following spaces at the Edmonds Library Plaza to the Festival Association to be used for special functions: June 9 at 8:00 am to June 16 at 5:00 pm. Plaza Room June 9 at 8:00 am to June 16 at 5:00 pm. Plaza Patio 1.3 All of the rooms identified herein will be under the exclusive control of the Festival Association during the period identified due to the high value of the arts and crafts works that will be located therein. The City will make its best efforts to limit foot traffic not related to the Festival Association. 1.4 The City will check out two (2) sets of the required keys plus three (3) additional room keys to the Festival Association President, or designee, who will be responsible for security of all Festival Association displays and supplies. 1.5 The City will provide potable water access in two locations. First, attached to the Frances Anderson Center exterior behind the bandshell and the second near the corner of 81h and Main St. 1.6 The City will mark all irrigation lines on the playfield. 1.7 Eighth Avenue will be closed between Main Street and Dayton Street for an additional food concession area and eating tables from June 12 at 8:00 am until June 16 at 12:00 noon. The City will provide and install safety barriers at both ends of the closed street. The Festival Association will ensure that these safety barriers are kept in place for the duration of the event, see Exhibit A. 1.8 Except as provided below, the City grants the Festival Association the exclusive use of the parking lot between the Anderson Center and the Edmonds Library for permit parking from June 10 through June 16; provided, however, that the Festival Association will provide nine (9) parking permits and marked stalls for Library staff/patrons, which include three (3) handicapped parking stalls. The Dayton Street book drop and the Library Packet Pg. 31 2.1.c receiving area must remain open at all times. The City will provide official handicapped parking signs as identified in Exhibit A. One (1) load/unload space each will be marked on Dayton and Main Street. 1.9 The City will provide one (1) 200-amp panel of electrical service; the Festival Association must supply any additional power. A Festival Association representative and a City Public Works representative will meet prior to June 1, 2025, to draw up an interior and exterior electrical plan. The Festival Association is responsible for notifying the Snohomish County PUD of hookups and scheduling inspection of temporary panels (including any necessary permits). The City will provide the City Electrician on an "on - call" basis, and is subject to reimbursement from the Festival Association for time and materials, minimum 4-hour overtime callback. The City Electrician will have final say in all electrical matters. No ground penetrations are allowed unless authorized first by the City Electrician and City Parks and Recreation Department. Any unauthorized ground penetrations may be subject to fine and/or damage cost recovery from the Festival Association. It is not allowed to fasten anything to the buildings, structures, or trees. Doing so may result in damage cost recovery and/or fine. 1.10 The Festival Association must have temporary panels and power poles removed by 12:00 noon on June 18, 2025. 1.11 The City will supply a list of acceptable compostable and recyclable foodware items and of suppliers for the compostable items. The City will provide signage for the on - site collection containers and any additional containers, if needed. 1.12 The City has the right to check the noise level of any amplified sound equipment or other source and require that the volume be reduced if it exceeds the safety limits set forth in the ordinances of the City of Edmonds. 2. Responsibilities of the Festival Association. 2.1 The Festival Association will operate the Edmonds Arts Festival consistent with its educational purposes and will not illegally discriminate in the provision of the event or in its entrance requirements against any person or organization in violation of state or federal statute or local ordinance. 2.2 In addition, the Parties acknowledge that, pursuant to the provisions of Chapter 70.160 RCW (hereinafter the "smoking ban"), smoking is prohibited in indoor areas, within 25 feet of vents or entrances and in outdoor areas where public employees of the City and employees of any vendor at the event or of the contracting organization are required to be. This general description of the provisions of the initiative is included for the purpose of reference and is not intended to expand or contract the obligations created by the smoking ban. The Festival Association warrants that it will comply with the smoking ban and will utilize the services and advice of the Snohomish County Health Department in assuring compliance during the event described in this Agreement. Packet Pg. 32 2.1.c 2.3 The Festival Association agrees that the Edmonds Arts Festival is a public event. The Festival Association further agrees that areas provided by the City that are covered under this Agreement, including but not limited to public right of way, streets, sidewalks, parks, parking lots, gardens, meeting halls and squares, are traditional public forums. As a result, the Festival Association will permit citizens attending events open to the general public during the Edmonds Arts Festival to exercise therein their protected constitutional right to free speech without interference on City property. 2.4 Pursuant to the provisions of RCW 70.93.093, concerning event recycling, the Festival Association will place clearly marked recycling containers throughout the event area for the collection of aluminum cans, glass and plastic bottles and other recyclable materials from event participants. The Festival Association will be responsible for providing recycling, compost, and garbage collection and removal services (see also Section 2.6, below). 2.5 Chapter 6.80 of the Edmonds City Code ("Plastic Bag Reduction") restricts the use of single -use plastic checkout bags. The restrictions do not apply to plastic bags used to carry out cooked food or provided solely for produce, bulk food or meat. The Festival Association will encourage its vendors to comply with the purposes of the ordinance by utilizing paper bags or encouraging the use of reusable totes whenever practicable. 2.6 Pursuant to Chapters 6.90 and 6.95 ECC, which prohibit the use of non- compostable food service containers and single -use plastic utensils (such as straws, stirrers and cutlery) at public events requiring a contract with the City, food vendors at this public event will provide only compostable food service containers and utensils, as defined in Chapters 6.90 and 6.95 ECC to event participants. The Festival Association will provide for the on -site collection of compostable and recyclable materials and garbage from event participants, using designated color -coded collection containers. The Festival Association will ensure that on -site collection containers are serviced properly and continually during the event. A Festival Association representative will meet with the City's Recycling Coordinator or representative prior to June 12, 2024, in order to be educated on the 3- container system to maximize diversion of compostable and recyclable materials from the garbage. 2.7 Displays and artworks will not be hung from conduits or sprinkler pipes. Exits and exit signage will not be obstructed except with specific approval of the Fire Marshall or designee. Nothing will be attached to any piece of art displayed by the City, or on any metal surface, within the Edmonds Art Festival premises made available by the City to the Festival Association and covered by this Agreement. The Festival Association will be responsible for removing all paint, wires, and modifications made to the building for the Festival and restoring the premises to its original condition. No stakes will be used on grassy areas of the Plaza. A Festival Association representative will meet with a member of the City's Parks and Recreation Department prior to June 11, 2025 and on June 17, 2025 to inspect the facility to document the "original" and post event condition of the Anderson Center, the Plaza Rooms, and outside areas. Packet Pg. 33 2.1.c 2.8 The Festival Association will provide sufficient portable sani-cans and wash stations. The Festival Association will take over cleaning and stocking the restrooms from June 5 at 8:00 am until June 16. The Festival Association will meet with the City's Lead Custodian to review cleaning expectations prior to event. In the event of a call -out during the event, the Festival Association will reimburse the City for time and materials, at a minimum rate of 4-hour overtime callback. 2.9 The Festival Association will notify all individual residents of the affected areas of 8th Avenue and provide general notice to all the citizens of the closure of 8th Avenue. 2.10 The Festival Association will ensure City clients have access to the weight room (200A) for drop -in use up until 1:00 pm, Wednesday, June 11, 2025, and starting again at 8:30 am, Tuesday, June 17, 2025. The clients will use the alternate Main Street entrance (no access through the gym). The City will secure the hallway between the gymnasium and the weight room by 12:00 noon, Monday, June 9, 2025. The hallway must be opened by 2:00 pm, June 12, 2025 and must remain open, clear and unobstructed for egress during the Edmonds Arts Festival. 2.11 Permits: The Festival Association will be responsible for all required city and state permits. All permits will be arranged through a designated representative of the City. The Festival Association is responsible for obtaining any necessary permits for serving alcohol on the premises from the State of Washington. 2.12 Clean -UP: The Festival Association will be responsible for clean-up of the festival grounds and indoor spaces as follows: 1) Restore all areas to their original condition. 2) Pick up all trash and remove all items and equipment related to the Edmonds Arts Festival by 12:00 noon, June 17, 2025 (including grounds and buildings). 3) Plaza room carpet will be professionally cleaned so that it is dry and ready for use by 8:30 am on Tuesday, June 17, 2025. 4) Carpet/rugs, hard floor surfaces, and stairs will be professionally cleaned, and otherwise restored to their original condition (with the exception of the gym) no later than June 17, 2025 at 12:00 noon. 5) Restroom facilities will be professionally cleaned and ready for public use no later than June 16, 2025 at 12:00 noon. 6) Power wash cleaning of the following: a. All paved food concession areas; b. Edmonds Library Plaza patio; and c. All pedestrian walkways/steps around amphitheater, Frances Anderson Center, and Library Plaza area. Packet Pg. 34 2.1.c 7) Wash east -facing windows on the first and second floor of the Frances Anderson Center by 4:00 pm on June 17, 2025. (Care must be taken particularly with the Daycare windows below ground level, which have exhaust fans that are not able to be sealed). 8) Install drain guards on all affected storm drains prior to the beginning of the Festival, and for removing them after clean-up is complete. Drain guards will be provided by the City. Power washed materials (litter, etc.) must be collected and disposed of and not pushed to adjacent areas. 9) Disposal of wastewater will be according to the City policy using grease traps provided, cleaned and picked up, by the Festival Association. 2.13 Fire Watch: The Festival Association will provide a fire watch for all times the buildings and displays are open to the general public. The Fire Marshall or representative will inspect the Frances Anderson Center with the Festival Association President, or designated representative, prior to June 9, 2025 and any potential problems will be noted and reported to the City prior to Fire Marshall's briefing. At 9:00 am on June 13, 2025, the Fire Marshal will brief designated representatives of the Festival Association of the location and use of fire service features (fire extinguishers, pull stations, etc.) in the Anderson Center and Edmonds Plaza Room as well as inspect for any electrical and fire safety hazards. The Festival Association President and appointed representatives will be the responsible Festival Association individuals for performing fire prevention and fire watch activities. 2.14 The Festival Association will comply with all South County Fire guidelines, including the "Outdoor Assembly Events" Checklist" set forth in Exhibit B, attached hereto and incorporated herein by this reference, and will additionally insure that: 1) Kilns, barbecues, forges and other sources of heat will be insulated from turfed areas to prevent the heat from killing the grass and sterilizing the soil. All heat producing appliances in locations other than the food vending area will be approved by the Fire Department and may require conditions for their acceptable use. Food vendor installations will be inspected prior to the Edmonds Arts Festival opening. Tarps, tents, canopies and covers will be listed and labeled for flame resistance. 2) Vehicles will only be allowed on turfed areas to load and unload. Food Court concessions will use the Main Street entrance for loading and unloading. 3) Precaution and measures are taken to prevent water from entering into the interior of the Frances Anderson Center buildings. 2.15 Fees: The Festival Association will pay a fee of $7,520.00 for Anderson Center, under stage storage, Plaza Room and environs to the City for the use and services of the Packet Pg. 35 2.1.c above -mentioned facilities in this Agreement no later than May 12, 2025. The Festival Association will be responsible for the costs of City resources provided for the event pursuant to the provisions of ECC 4.100.090. A statement of the estimated costs for City staff time for the placement and removal of no parking signs, ADA parking signs, road closure barricades, potable water access, irrigation marking, backstop removal and picnic table/garbage can delivery will be provided upon approval of the Special Event permit. The estimated costs for City resources must be paid no later than ten (10) days prior to the event. The actual costs of these resources will be determined after the event at which time the City will either refund the difference or invoice the Festival Association for additional costs due pursuant to ECC 4.100.090. The Festival Association will pay directly to the contractor for supplies provided through the City for the actual cost of supplies furnished by the City within thirty (30) days of mailing of a final bill by the City. 2.16 Damage Deposit: The Festival Association will submit a cleaning/damage deposit of $1,000.00 to the City no later than May 12, 2025. The deposit will be refunded to the Festival Association if, upon inspection, all is in order, or a prorated portion thereof as may be necessary to reimburse the City for loss or cleaning and supply costs. 2.17 Indemnification: The Festival Association shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Festival Association and the City, its officers, officials, employees, and volunteers, the Festival Association's liability hereunder shall be only to the extent of the Festival Association's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Festival Association'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. 2.18 Insurance: The Festival Association will provide a Certificate of Insurance evidencing the following insurance: General Liability insurance shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 00 01 covering premises, operations, products -completed operations and contractual liability. The City of Edmonds shall be named as an additional insured on the Festival Association's General Liability insurance policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or an endorsement providing at least as broad coverage. The General Liability insurance shall be written with limits no less than $1,000,000 each occurrence ), and $2,000,000 general aggregate. Packet Pg. 36 2.1.c The insurance policy shall contain, or be endorsed to contain, that the Festival Association's insurance coverage shall be primary insurance as respect the city of Edmonds. Any insurance, self-insurance, or self -insured pool coverage maintained by the city of Edmonds shall be excess of the Festival Association's insurance and shall not contribute with it. In the event that the Festival Association's employees and/or volunteers provide the service of alcohol at the event, the Festival Association's General Liability insurance will also include host liquor liability coverage. However, if the Festival Association contracts with a third -party vendor or vendors to provide all service of alcohol, the Festival Association will be responsible for obtaining a Certificate of Insurance from all vendor(s) confirming that the vendor(s) have Liquor Liability coverage, with limits no less than $1,000,000 per vendor. The City will be named as an additional insured on any third -party vendor(s)' Liquor Liability policies and copies of all endorsement(s) naming the City as an additional insured will be attached to the Festival Association's Certificate of Insurance. The Festival Association will provide a Certificate of Insurance evidencing the required insurance before using the premises described herein. Insurance will be placed with insurers with a current A.M. Best rating of not less than A:VII. 2.19 Notices. All requests for additional services and concerns of the Festival Association will be directed by the Festival Association President to the City's designated representative, Parks Deputy Director, 425-771-0232. 3. Miscellaneous 3.1 Entire agreement, integration, amendment, waiver, applicable law and venue. This Agreement contains the entire agreement and understanding between the Parties relating to the rights and obligations created hereby, and supersedes all prior and contemporaneous negotiations, understandings, and agreements, written or oral, between the Parties. Any prior discussions or understandings are deemed merged with the provisions herein. This Agreement will not be amended, assigned or otherwise changed or transferred except in writing with the express written consent of the Parties hereto. The failure of either party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. This Agreement shall be governed and construed in accordance with the laws of the State of Washington, and any action to interpret or enforce this Agreement will be brought before the Superior Court of Snohomish County, Washington, and the Parties agree that, as between them, all matters will be resolved in that venue. 3.2 Force majeure. The Parties will not be liable for failure to perform or delay in performance due to pandemic -related restrictions, fire, flood, strike or other labor difficulty, act of nature, act of any governmental authority, riot, embargo, fuel or energy shortage, car shortage, wrecks or delays in transportation, or due to any other cause beyond the Parties' reasonable control. In the event of delay in performance due to any such cause, Packet Pg. 37 2.1.c the date of delivery or time for completion will be extended by a period of time reasonably necessary to overcome the effect of such delay. 3.3 Relationship between the Parties. Nothing in this Agreement will be interpreted to or in fact create an agency or employment relationship between the Parties. No officer, official, agent, employee or representative of the Festival Association will be deemed to be the same of the City for any purpose. The Festival Association alone will be solely responsible for all acts of its officers, officials, agents, employees, representatives and subcontractors during the performance of this Agreement. 3.4 Compliance with Laws. The Festival Association in the performance of this Agreement shall comply with all applicable Federal, State and local laws and ordinances, including all applicable public health and safety guidelines and requirements of the federal government, the State of Washington, the Snohomish Health District, and the City. It is the Festival Association's responsibility to ensure that all of its representatives and all participants in the events comply with all relevant COVID-19 and other health and safety related guidance. In the event that the City provides written notice to the Festival Association of issue(s) relating to public health or safety and such issue(s) are not promptly corrected, the City may at its sole discretion cancel the event(s) or prohibit the attendance of the general public in certain areas, if in the opinion of the Parks Director and at the sole discretion of the City, such issue threatens public health and safety. 3.5 Termination. If the Festival Association breaches any of its obligations under this Agreement and fails to cure the same within a reasonable time after receiving written notice to do so by the City, the City may terminate this Agreement. DATED this day of 2025. CITY OF EDMONDS: EDMONDS ARTS FESTIVAL ASSOCIATION: Mike Rosen, Mayor Tracey Pocius, Arts Festival Co -President ATTEST/ AUTHENTICATED: Scott Passey, City Clerk APPROVED AS TO FORM: Office of the City Attorney Packet Pg. 38 2.1.c O 0 0 QI 0 0 Exhibit A Parking and Street Closure Map 2 barricades s I } M_ D 2 o r n D Packet Pg. 39 2.1.c p �O W V M In A W f j — T Vt C C Vf In l/1 l/1 Vf 0- m O EO EO O O O O-O Z n v a O O Q� 0 0 0 0 0 3 O N N N O O C 7 7 j O T T 0 0 0 o -o o o m ru ru c° m a Q D o o 0 0 n n a V i O Z V m m ENTRANCE o ■ ■ ■ w FF m ao rn o O p 0 o 00 V ' O 00 W N N nJ 14' V N 14' r 14' co Ln 61 W W W W W A J A W N A N _ X N X rn Ol ON A 3 In N X 41 6 to Ul ? In 14 8s I v II N 14' W N A N _ � Ol � O1 � lO `J ON In A W N N O N O N O N O N O IV O N O N O tj N N N O N N W NJN N N N Fi N N N N N N N V N W m fj W In Kj W A N W W N W K, fJ W N W fj N 14' X w w N N X Oai N N X N N X N W N N X P. 0, ko N N W V N A ON N A 11 Ul w (n IV A A N A W N A N N A N A. V w U w A V, W Lrj N N LN ON 0 w 0 A. W 0 w 0 w o W O a W N w N LJ W N A L.W IV N N W 14' 14' W N 14' 14' w w w w w W W w A W A W A N wLn W A lwn (Wn Vi W W A N N N N N N N W In N N n Ww dl A 01 fN w X V W X V W W L X V W W X V O � In t T� N m m Packet Pg. 40 Exhibit B 2.1.c REQUIREMENTS FOR Outdoor Assembly Events The purpose of this handout is to assist the public in complying with requirements for holding Outdoor Assembly Events. It is not a complete list of permit or code requirements and should not be used as a substitute for applicable laws and regulations of the owner/design professional to review the submittal for completeness. Only complete applications will be accepted by the City for review. REQUIREMENTS: ❑ Outdoor assembly events shall be approved by the fire code official. (IFC 3106.2.1) ❑ An approved means of fire apparatus access shall be provided. (IFC 3106.2.3) ❑ The fire code official shall establish an occupant load for the event site. (IFC 3106.3.1) ❑ Unobstructed access to fire hydrants, drafting sources and other fire protection features shall be maintained at all times. (IFC 3106.2.3.1) ❑ Combustible refuse shall be kept in noncombustible containers with tight fitting or self -closing lids. Combustible refuse shall be removed from the event site at regular intervals to prevent an unsafe accumulation within the event site. (IFC 3106.4.7) ❑ Where events involve a gathering of more than 1,000 people, trained crowd managers shall be provided in accordance with Section 403.12.3. (IFC 3106.4.3) ❑ The number and location of emergency egress and escape routes shall be approved by the fire code official. (IFC 3106.3) ❑ Any street or road that is closed to vehicle traffic via movable barricades shall maintain an obstruction free width of not less than 20 feet for emergency vehicle access. ❑ Any street or road that is closed to vehicle traffic via movable barricades shall require dedicated event staff to standby each barricade to assist emergency services personnel with access. ❑ Temporary special event structures in excess of 400 square feet shall not be erected, operated, or maintained for any purpose without first obtaining approval and a permit from the fire code official and the building official. (IFC 3105.2) ❑ Where required by the fire code official, an inspection report shall be provided and shall consist of maintenance, anchors, and fabric inspections. (IFC 3103.7.1) ❑ Tents or membrane structures and their appurtenances shall be designed and installed to withstand the elements of weather and prevent collapsing. Documentation of structural stability shall be furnished to the fire code official. (IFC 3103.9) ❑ Temporary special event structures shall be located a distance from property lines and buildings to accommodate distances indicated in the construction drawings for guy wires, cross -bracing, ground anchors or ballast. Location shall not interfere with egress from a building or encroach on fire apparatus access roads. (IFC 3105.8) ❑ Tents or membrane structures shall not be located within 20 feet (6096 mm) of lot lines, buildings, other tents or membrane structures, parked vehicles, or internal combustion engines. (IFC 3103.8.2) Packet Pg. 41 2.1.c ❑ Smoking shall not be permitted in tents or membrane structures. Approved "No Smoking" signs shall be conspicuously posted. (IFC 3106.4.5) ❑ An unobstructed fire break passageway or fire road not less than 12 feet (3658 mm) wide and free from guy ropes or other obstructions shall be maintained on all sides of all tents and membrane structures unless otherwise approved by the fire code official. (IFC 3103.8.6) ❑ Approved portable fire extinguishers complying with Section 906 shall be provided and placed in locations approved by the fire code official. (IFC 3106.4.4 / 3107.9) ❑ Open flame or other devices emitting flame, fire or heat or any flammable or combustible liquids, gas, charcoal or other cooking device or any unapproved devices shall not be permitted inside or located within 20 ft of the tent or membrane structure while open to the public unless approved by the fire code official. (IFC 3107.4) ❑ Cooking appliances or devices that produce sparks or grease -laden vapors or flying embers (firebrands) shall not be used within 20 feet (6096 mm) of a tent or temporary structure. Exceptions: ■ Designated cooking tents not occupied by the public when approved by the fire code official. ■ Tents or structures where cooking appliances are protected with an automatic fire - extinguishing system. (IFC 3106.5.1) ❑ Cooking equipment using combustible oils or solids shall meet the following: ■ A noncombustible lid shall be immediately available. The lid shall be of sufficient size to cover the cooking well completely. ■ The equipment shall be placed on a noncombustible surface. ■ An approved portable fire extinguisher for protection from cooking grease fires shall be provided at a location approved by the fire code official. (IFC 3106.5.2) ❑ Electrical equipment and wiring shall be listed and labeled for outdoor use. (IFC 3106.6.1) ❑ Generators shall be installed not less than 10 feet (3048 mm) from combustible materials and shall be isolated from the public by physical guard, fence or enclosure installed not less than 3 feet (914 mm) away from the internal combustion engine. Refueling of internal combustion engines shall not be allowed during cooking operations AND only when the electric generators and internal combustion power sources are not in use. (IFC 3106.6.2) ❑ Each generator shall be provided with an approved portable fire extinguisher complying with Section 906. (IFC 3106.6.3) ❑ LP -gas containers and tanks shall be located outside in accordance with Table 6104.3. Pressure relief valves shall be pointed away from the tent or membrane structure. (IFC 3107.13.2) ❑ Portable LP -gas containers, tanks, piping, valves and fittings that are located outside and are being used to fuel equipment inside a tent, or membrane structures shall be adequately protected to prevent tampering, damage by vehicles or other hazards and shall be located in an approved location. Portable LP -gas containers shall be secured to prevent unauthorized movement. (IFC 3107.13.3) ❑ Generators and other internal combustion power sources shall be separated from tents or membrane structures by not less than 20 ft and shall be isolated from contact with the public by fencing, enclosure, or other approved means. (IFC 3107.16) SOUTH COUNTY FIRE (425) 551-1264 / Prevention@southsnofire.org Packet Pg. 42 Permit 2.1.c FAC (Frances Anderson Center) PHONE:(425) 771-0230 700 Main Street FAX:(425) 771-0253 Edmonds, WA 98020 EMAIL:reczoneC@edmondswa.gov Permit # R6423 Status Approved Date Jun 11, 2024 9:43 AM Organization Name Edmonds Arts Festival - 4 Organization Phone 1 (206) 992-3312 Customer Type Organization Number Organization Address P O. Box 212 Edmonds, WA 98020 Agent Name Tracey Pocius Home Phone Number (206) 992-3312 Email Address tpociusC edmondsartsfestival.org System User Todd Cort Rental Fee $8,000.00 Discounts $0.00 Subtotal $8,000.00 Deposits $1,000.00 Deposit Discounts $0.00 Total Permit Fee $9,000.00 Total Payment $0.00 Refunds $0.00 Balance $9,000.00 Arts Festival 25 13 resource(s) 146 booking(s) Subtotal: $9,000.00 Booking Summary START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX Thu, Jun 5, 2025 8:00 AM Thu, Jun 5, 2025 8:30 PM 1 $0.00 Fri, Jun 6, 2025 8:00 AM Fri, Jun 6, 2025 8:30 PM 1 $0.00 Sat, Jun 7, 2025 8:00 AM Sat, Jun 7, 2025 8:30 PM 1 $0.00 Sun, Jun 8, 2025 8:00 AM Sun, Jun 8, 2025 8:30 PM 1 $0.00 Mon, Jun 9, 2025 8:00 AM Mon, Jun 9, 2025 8:30 PM 1 $0.00 Tue, Jun 10, 2025 8:00 AM Tue, Jun 10, 2025 8:30 PM 1 $0.00 Wed, Jun 11, 2025 8:00 AM Wed, Jun 11, 2025 8:30 PM 1 $0.00 Thu, Jun 12, 2025 8:00 AM Thu, Jun 12, 2025 8:30 PM 1 $0.00 Fri, Jun 13, 2025 8:00 AM Fri, Jun 13, 2025 8:30 PM 1 $0.00 Sat, Jun 14, 2025 8:00 AM Sat, Jun 14, 2025 8:30 PM 1 $0.00 Sun, Jun 15, 2025 8:00 AM Sun, Jun 15, 2025 8:30 PM 1 $0.00 Mon, Jun 16, 2025 8:00 AM •..(Classroom) Mon, Jun 16, 2025 5:00 PM 1 $0.00 START DATE/TIME END DATE/TIME Center: FAC ATTENDEE AMT W/O TAX # R6423 Status Approved Packet Pg. 43 Thu, Jun 5, 2025 8:00 AM Thu, Jun 5, 2025 8:30 PM 1 Fri, Jun 6, 2025 8:00 AM Fri, Jun 6, 2025 8:30 PM 1 Sat, Jun 7, 2025 8:00 AM Sat, Jun 7, 2025 8:30 PM 1 Sun, Jun 8, 2025 8:00 AM Sun, Jun 8, 2025 8:30 PM 1 Mon, Jun 9, 2025 8:00 AM Mon, Jun 9, 2025 8:30 PM 1 Tue, Jun 10, 2025 8:00 AM Tue, Jun 10, 2025 8:30 PM 1 Wed, Jun 11, 2025 8:00 AM Wed, Jun 11, 2025 8:30 PM 1 Thu, Jun 12, 2025 8:00 AM Thu, Jun 12, 2025 8:30 PM 1 Fri, Jun 13, 2025 8:00 AM Fri, Jun 13, 2025 8:30 PM 1 Sat, Jun 14, 2025 8:00 AM Sat, Jun 14, 2025 8:30 PM 1 Sun, Jun 15, 2025 8:00 AM Sun, Jun 15, 2025 8:30 PM 1 Mon, Jun 16, 2025 8:00 AM Mon, Jun 16, 2025 8:30 PM 1 Tue, Jun 17, 2025 8:00 AM Tue, Jun 17, 2025 8:30 PM 1 2.1.c $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 > to $0.00 LL N $0.00 Q $0.00 N LL $0.00 •L $0.00 fn w $0.00 START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX Thu, Jun 5, 2025 8:00 AM Thu, Jun 5, 2025 8:30 PM 1 $0.00 Fri, Jun 6, 2025 8:00 AM Fri, Jun 6, 2025 8:30 PM 1 $0.00 Sat, Jun 7, 2025 8:00 AM Sat, Jun 7, 2025 8:30 PM 1 $0.00 Sun, Jun 8, 2025 8:00 AM Sun, Jun 8, 2025 8:30 PM 1 $0.00 Mon, Jun 9, 2025 8:00 AM Mon, Jun 9, 2025 8:30 PM 1 $0.00 Tue, Jun 10, 2025 8:00 AM Tue, Jun 10, 2025 8:30 PM 1 $0.00 Wed, Jun 11, 2025 8:00 AM Wed, Jun 11, 2025 8:30 PM 1 $0.00 Thu, Jun 12, 2025 8:00 AM Thu, Jun 12, 2025 8:30 PM 1 $0.00 Fri, Jun 13, 2025 8:00 AM Fri, Jun 13, 2025 8:30 PM 1 $0.00 Sat, Jun 14, 2025 8:00 AM Sat, Jun 14, 2025 8:30 PM 1 $0.00 Sun, Jun 15, 2025 8:00 AM Sun, Jun 15, 2025 8:30 PM 1 $0.00 Mon, Jun 16, 2025 8:00 AM Mon, Jun 16, 2025 8:30 PM 1 $0.00 Tue, Jun 17, 2025 8:00 AM •..(Classroom) Tue, Jun 17, 2025 5:00 PM 1 $0.00 START DATE/TIME END DATE/TIME Center: FAC ATTENDEE AMT W/O TAX Thu, Jun 5, 2025 8:00 AM Thu, Jun 5, 2025 8:30 PM 1 $0.00 Fri, Jun 6, 2025 8:00 AM Fri, Jun 6, 2025 8:30 PM 1 $0.00 Sat, Jun 7, 2025 8:00 AM Sat, Jun 7, 2025 8:30 PM 1 $0.00 Sun, Jun 8, 2025 8:00 AM Sun, Jun 8, 2025 8:30 PM 1 $0.00 Mon, Jun 9, 2025 8:00 AM Mon, Jun 9, 2025 8:30 PM 1 $0.00 Tue, Jun 10, 2025 8:00 AM Tue, Jun 10, 2025 8:30 PM 1 $0.00 Wed, Jun 11, 2025 8:00 AM Wed, Jun 11, 2025 8:30 PM 1 $0.00 # R6423 Status Approved Packet Pg. 44 Thu, Jun 12, 2025 8:00 AM Thu, Jun 12, 2025 8:30 PM 1 Fri, Jun 13, 2025 8:00 AM Fri, Jun 13, 2025 8:30 PM 1 Sat, Jun 14, 2025 8:00 AM Sat, Jun 14, 2025 8:30 PM 1 Sun, Jun 15, 2025 8:00 AM Sun, Jun 15, 2025 8:30 PM 1 Mon, Jun 16, 2025 8:00 AM Mon, Jun 16, 2025 8:30 PM 1 Tue, Jun 17, 2025 8:00 AM Tue, Jun 17, 2025 8:30 PM 1 2.1.c $0.00 $0.00 $0.00 $0.00 $0.00 START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX Thu, Jun 5, 2025 8:00 AM Thu, Jun 5, 2025 8:30 PM 1 $0.00 Fri, Jun 6, 2025 8:00 AM Fri, Jun 6, 2025 8:30 PM 1 $0.00 Sat, Jun 7, 2025 8:00 AM Sat, Jun 7, 2025 8:30 PM 1 $0.00 Sun, Jun 8, 2025 8:00 AM Sun, Jun 8, 2025 8:30 PM 1 $0.00 Mon, Jun 9, 2025 8:00 AM Mon, Jun 9, 2025 8:30 PM 1 $0.00 Tue, Jun 10, 2025 8:00 AM Tue, Jun 10, 2025 8:30 PM 1 $0.00 Wed, Jun 11, 2025 8:00 AM Wed, Jun 11, 2025 8:30 PM 1 $0.00 Thu, Jun 12, 2025 8:00 AM Thu, Jun 12, 2025 8:30 PM 1 $0.00 Fri, Jun 13, 2025 8:00 AM Fri, Jun 13, 2025 8:30 PM 1 $0.00 Sat, Jun 14, 2025 8:00 AM Sat, Jun 14, 2025 8:30 PM 1 $0.00 Sun, Jun 15, 2025 8:00 AM Sun, Jun 15, 2025 8:30 PM 1 $0.00 Mon, Jun 16, 2025 8:00 AM Mon, Jun 16, 2025 8:30 PM 1 $0.00 Tue, Jun 17, 2025 8:00 AM Tue, Jun 17, 2025 8:30 PM 1 $0.00 Room 206(Classroom) Center: FAC START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX Thu, Jun 5, 2025 8:00 AM Thu, Jun 5, 2025 8:30 PM 1 $0.00 Fri, Jun 6, 2025 8:00 AM Fri, Jun 6, 2025 8:30 PM 1 $0.00 Sat, Jun 7, 2025 8:00 AM Sat, Jun 7, 2025 8:30 PM 1 $0.00 Sun, Jun 8, 2025 8:00 AM Sun, Jun 8, 2025 8:30 PM 1 $0.00 Mon, Jun 9, 2025 8:00 AM Mon, Jun 9, 2025 8:30 PM 1 $0.00 Tue, Jun 10, 2025 8:00 AM Tue, Jun 10, 2025 8:30 PM 1 $0.00 Wed, Jun 11, 2025 8:00 AM Wed, Jun 11, 2025 8:30 PM 1 $0.00 Thu, Jun 12, 2025 8:00 AM Thu, Jun 12, 2025 8:30 PM 1 $0.00 Fri, Jun 13, 2025 8:00 AM Fri, Jun 13, 2025 8:30 PM 1 $0.00 Sat, Jun 14, 2025 8:00 AM Sat, Jun 14, 2025 8:30 PM 1 $0.00 Sun, Jun 15, 2025 8:00 AM Sun, Jun 15, 2025 8:30 PM 1 $0.00 Mon, Jun 16, 2025 8:00 AM Mon, Jun 16, 2025 8:30 PM 1 $0.00 Tue, Jun 17, 2025 8:00 AM Tue, Jun 17, 2025 8:30 PM 1 $0.00 •..(Classroom) Center: FAC START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX # R6423 Status Approved Packet Pg. 45 Thu, Jun 5, 2025 8:00 AM Thu, Jun 5, 2025 8:30 PM 1 Fri, Jun 6, 2025 8:00 AM Fri, Jun 6, 2025 8:30 PM 1 Sat, Jun 7, 2025 8:00 AM Sat, Jun 7, 2025 8:30 PM 1 Sun, Jun 8, 2025 8:00 AM Sun, Jun 8, 2025 8:30 PM 1 Mon, Jun 9, 2025 8:00 AM Mon, Jun 9, 2025 8:30 PM 1 Tue, Jun 10, 2025 8:00 AM Tue, Jun 10, 2025 8:30 PM 1 Wed, Jun 11, 2025 8:00 AM Wed, Jun 11, 2025 8:30 PM 1 Thu, Jun 12, 2025 8:00 AM Thu, Jun 12, 2025 8:30 PM 1 Fri, Jun 13, 2025 8:00 AM Fri, Jun 13, 2025 8:30 PM 1 Sat, Jun 14, 2025 8:00 AM Sat, Jun 14, 2025 8:30 PM 1 Sun, Jun 15, 2025 8:00 AM Sun, Jun 15, 2025 8:30 PM 1 Mon, Jun 16, 2025 8:00 AM Mon, Jun 16, 2025 8:30 PM 1 Tue, Jun 17, 2025 8:00 AM Tue, Jun 17, 2025 8:30 PM 1 2.1.c $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 > to $0.00 LL N $0.00 Q $0.00 N LL $0.00 •L $0.00 fn w $0.00 START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX Thu, Jun 5, 2025 8:00 AM Thu, Jun 5, 2025 8:00 PM 1 $0.00 Fri, Jun 6, 2025 8:00 AM Fri, Jun 6, 2025 8:30 PM 1 $0.00 Sat, Jun 7, 2025 8:00 AM Sat, Jun 7, 2025 8:30 PM 1 $0.00 Sun, Jun 8, 2025 8:00 AM Sun, Jun 8, 2025 8:30 PM 1 $0.00 Mon, Jun 9, 2025 8:00 AM Mon, Jun 9, 2025 8:30 PM 1 $0.00 Tue, Jun 10, 2025 8:00 AM Tue, Jun 10, 2025 8:30 PM 1 $0.00 Wed, Jun 11, 2025 8:00 AM Wed, Jun 11, 2025 8:30 PM 1 $0.00 Thu, Jun 12, 2025 8:00 AM Thu, Jun 12, 2025 8:30 PM 1 $0.00 Fri, Jun 13, 2025 8:00 AM Fri, Jun 13, 2025 8:30 PM 1 $0.00 Sat, Jun 14, 2025 8:00 AM Sat, Jun 14, 2025 8:30 PM 1 $0.00 Sun, Jun 15, 2025 8:00 AM Sun, Jun 15, 2025 8:30 PM 1 $0.00 Mon, Jun 16, 2025 8:00 AM Mon, Jun 16, 2025 8:30 PM 1 $0.00 Tue, Jun 17, 2025 8:00 AM Tue, Jun 17, 2025 8:30 PM 1 $0.00 Room 209(Classroom) Center: FAC START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX Thu, Jun 5, 2025 8:00 AM Thu, Jun 5, 2025 8:30 PM 1 $0.00 Fri, Jun 6, 2025 8:00 AM Fri, Jun 6, 2025 8:30 PM 1 $0.00 Sat, Jun 7, 2025 8:00 AM Sat, Jun 7, 2025 8:30 PM 1 $0.00 Sun, Jun 8, 2025 8:00 AM Sun, Jun 8, 2025 8:30 PM 1 $0.00 Mon, Jun 9, 2025 8:00 AM Mon, Jun 9, 2025 8:30 PM 1 $0.00 Tue, Jun 10, 2025 8:00 AM Tue, Jun 10, 2025 8:30 PM 1 $0.00 Wed, Jun 11, 2025 8:00 AM Wed, Jun 11, 2025 8:30 PM 1 $0.00 # R6423 Status Approved Packet Pg. 46 Thu, Jun 12, 2025 8:00 AM Thu, Jun 12, 2025 8:30 PM 1 Fri, Jun 13, 2025 8:00 AM Fri, Jun 13, 2025 8:30 PM 1 Sat, Jun 14, 2025 8:00 AM Sat, Jun 14, 2025 8:30 PM 1 Sun, Jun 15, 2025 8:00 AM Sun, Jun 15, 2025 8:30 PM 1 Mon, Jun 16, 2025 8:00 AM Mon, Jun 16, 2025 8:30 PM 1 Tue, Jun 17, 2025 8:00 AM Tue, Jun 17, 2025 8:30 PM 1 2.1.c $0.00 $0.00 $0.00 $0.00 $0.00 START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX Mon, Jun 9, 2025 8:00 AM Mon, Jun 9, 2025 8:30 PM 1 $0.00 Tue, Jun 10, 2025 8:00 AM Tue, Jun 10, 2025 8:30 PM 1 $0.00 Wed, Jun 11, 2025 8:00 AM Wed, Jun 11, 2025 8:30 PM 1 $0.00 Thu, Jun 12, 2025 8:00 AM Thu, Jun 12, 2025 8:30 PM 1 $0.00 Fri, Jun 13, 2025 8:00 AM Fri, Jun 13, 2025 8:30 PM 1 $0.00 Sat, Jun 14, 2025 8:00 AM Sat, Jun 14, 2025 8:30 PM 1 $0.00 Sun, Jun 15, 2025 8:00 AM Sun, Jun 15, 2025 8:30 PM 1 $0.00 Mon, Jun 16, 2025 8:00 AM Mon, Jun 16, 2025 8:30 PM 1 $0.00 Resource level fees $9,000.00 Damage Deposit $1,000.00 / Each x 1 $1,000.00 Park Maintenance Fee $240.00 / Each x 1 $240.00 Rental Fee $7,520.00 / Each x 1 $7,520.00 Street Team Fee EPR Patio $240.00 / Each x 1 $240.00 Center: Edmonds Plaza •.. (Patio) START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX Mon, Jun 9, 2025 8:00 AM Mon, Jun 9, 2025 8:30 PM 1 $0.00 Tue, Jun 10, 2025 8:00 AM Tue, Jun 10, 2025 8:30 PM 1 $0.00 Wed, Jun 11, 2025 8:00 AM Wed, Jun 11, 2025 8:30 PM 1 $0.00 Thu, Jun 12, 2025 8:00 AM Thu, Jun 12, 2025 8:30 PM 1 $0.00 Fri, Jun 13, 2025 8:00 AM Fri, Jun 13, 2025 8:30 PM 1 $0.00 Sat, Jun 14, 2025 8:00 AM Sat, Jun 14, 2025 8:30 PM 1 $0.00 Sun, Jun 15, 2025 8:00 AM Sun, Jun 15, 2025 8:30 PM 1 $0.00 Mon, Jun 16, 2025 8:00 AM Mon, Jun 16, 2025 8:30 PM 1 $0.00 Center: FAC (Gazebo) START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX Wed, Jun 11, 2025 8:00 AM Wed, Jun 11, 2025 8:30 PM 1 $0.00 Thu, Jun 12, 2025 8:00 AM Thu, Jun 12, 2025 8:30 PM 1 $0.00 Fri, Jun 13, 2025 8:00 AM Fri, Jun 13, 2025 8:30 PM 1 $0.00 Sat, Jun 14, 2025 8:00 AM Sat, Jun 14, 2025 8:30 PM 1 $0.00 Sun, Jun 15, 2025 8:00 AM Sun, Jun 15, 2025 8:30 PM 1 $0.00 Mon, Jun 16, 2025 8:00 AM Mon, Jun 16, 2025 8:30 PM 1 $0.00 # R6423 Status Approved Packet Pg. 47 2.1.c Tue, Jun 17, 2025 8:00 AM Tue, Jun 17, 2025 8:30 PM 1 START DATE/TIME END DATE/TIME ATTENDEE Wed, Jun 11, 2025 8:00 AM Wed, Jun 11, 2025 8:30 PM 1 Thu, Jun 12, 2025 8:00 AM Thu, Jun 12, 2025 8:30 PM 1 Fri, Jun 13, 2025 8:00 AM Fri, Jun 13, 2025 8:30 PM 1 Sat, Jun 14, 2025 8:00 AM Sat, Jun 14, 2025 8:30 PM 1 Sun, Jun 15, 2025 8:00 AM Sun, Jun 15, 2025 8:30 PM 1 Mon, Jun 16, 2025 8:00 AM Mon, Jun 16, 2025 8:30 PM 1 Tue, Jun 17, 2025 8:00 AM Tue, Jun 17, 2025 8:30 PM 1 Custom Questions AMT W/O TAX $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 QUESTION ANSWER Do you plan on serving alcohol at your event? No I agree to abide by the City of Edmonds Parks rule that no alcohol may be consumed or Please Make Selection served at any City of Edmonds Parks I agree to not arrive before my rental period or stay after my rental period. I understand Please Make Selection that all setup and cleanup must occur during my rental period. I agree to not bring any food trucks, bouncy houses, or amplified music to my picnic Please Make Selection shelter. I agree to return the Picnic Shelter to the conditions I found it, including but not limited Please Make Selection to: clearing tables of debris, emptying charcoal from BBQ stands into the correct receptacles, and taking down all signage that I put up from my rental. I agree to the shelters/gazebo refund policy of 50% refund 30 days before reservation Please Make Selection date and no refund less than 30 days before reservation date. I will not exceed the maximum capacity of the shelter (City Park 100/Hickman Park 50) Please Make Selection Notes: Leave early Deposit EVENT RESOURCE DEPOSIT FEE CHARGE TAX AMOUNT PAID REFUNDS BALANCE Arts Festival Edmonds Damage $1,000.00 $0.00 $0.00 $0.00 $1,000.00 25 Plaza Room Deposit - Banquet Room Payment Schedules Original Balance: $9,000.00 Current Balance: $9,000.00 DUE DATE AMOUNT DUE AMOUNT PAID WITHDRAWAL ADJUSTMENT BALANCE Jun 5, 2025 $9,000.00 $0.00 $0.00 $9,000.00 # R6423 Status Approved Packet Pg. 48 2.1.c X: X: Date: Date: FAC (Frances Anderson Center) Edmonds Arts Festival Mailing Address: 700 Main Street, Edmonds, WA Customer Type: Organization 98020 Customer ID: 36665 Phone Number: (425) 771-0230 Mailing Address: P O. Box 212, Edmonds, WA Fax Number: (425) 771-0253 98020 Email Address: reczone# edmondswa.gov Organization Phone 1 Number: (206) 992-3312 Authorized Agent Name: Tracey Pocius Home Phone Number: (206) 992-3312 Email Address: tpocius@edmondsartsfestival.org # R6423 Status Approved Packet Pg. 49 2.2 City Council Agenda Item Meeting Date: 04/1/2025 Building Controls - Support Agreement with ATS Automation Staff Lead: Phil Williams Department: Public Works & Utilities Preparer: Royce Napolitino Background/History In 1999 and 2000 the City added Direct Digital Controls(DDC) to eight city owned buildings. These controls allow for remote viewing of indoor building conditions and HVAC operations. The remote interface is a web based proprietary interface with the Alerton controls nationwide network, locally franchised with ATS Corporation. Staff Recommendation At this time, the Public Works Director recommends that City of Edmonds accept this proposal to renew the Building Automation Support Agreement with ATS Automation and forward to the Consent Agenda. Narrative ATS Automation is the sole source vendor for Alerton DDC automated building controls in Washington State. The City of Edmonds' HVAC, indoor air quality, and system energy performance is supported by this system. ATS Automation provides general account and network support, functional testing of systems and components, performance analytics, emergency response and system updates as well as support for mechanical contractor work that is not controls related. This system provides the city with remote oversight tools to monitor, program and control building mechanical systems to support daily operations and verification of system operations when deficiencies are detected. ATS is a long term support contractor with the City who offer top customer service and expertise to support continued reliable operation of the city's aging mechanical infrastructure at eight city buildings. Attachments: ATS City Sole Source Justification ATS Sole Sole Source Letter ATS Support Agreement Packet Pg. 50 Docusign Envelope ID: 9C2B8B72-726B-4074-B72E-4A5D05BEA4FB 2.2.a SOLE SOURCE JUSTIFICATION The City of Edmonds Contracting and Purchasing Policies and Procedures allow for sole source procurement when appropriate. A sole source purchase means that a single vendor is uniquely qualified to meet the purchasing/procurement objective and therefore the purchase/procurement is exempt from the bidding process. Date: February 28, 2025 Contract Amount: $134,735.00 Department: Public Works & Utilities Requestor: Phil Williams, Director Description of Purchase/Service: Building automation system hardware and software support and maintenance services Vendor Name: ATS Automation, Inc. Address: 450 Shattuck Ave S City, State, Zip Code: Renton, WA 98033 Phone Number: 425-251-9680 Contact: Name: Building Automation Support Agreement Title: Joe Cales Phone: 206-379-2812 Fax: E-mail: joec@atsinc.org Please check appropriate box ® Research has determined that equipment or service is necessary and available from only one vendor. ❑ Item specifically required by grant or contract provisions. ❑ Government mandated services. ❑ Emergency purchase, repair services or parts replacement. ❑ Only compatible with existing system or equipment. ❑ Other — Please explain 1 Packet Pg. 51 Docusign Envelope ID: 9C2B8B72-726B-4074-B72E-4A5D05BEA4FB 2.2.a EXPLANATION City staff have diligently sourced products and services to provide necessary updates to and support, maintenance, and training for its Alerton Building Management System. The chosen Contractor, ATS Automation, Inc., is uniquely able to provide these products and services because ATS holds the exclusive franchise to sell, install, and service Alerton equipment in all of Washington State within a 150-mile radius of the City. In addition, ATS has experienced, factory -trained personnel on staff as well as access to proprietary products and information that are necessary to effectively support Alerton products. CERTIFICATION: I am aware of the City's requirements for competitive bidding and the established criteria for justification for sole source/sole brand purchasing. As an approved department designee, I have gathered the required information and have made a concerted effort to review comparable/equipment or services. This effort is documented in this justification. I hereby certify as to the validity of the information and feel confident that this justification for sole source, sole brand procurement meets the City's criteria and will withstand an audit of the State Auditor's Office or a vendor protest. Signed Iby: I'hi liams, Director Public Works & Utilities Department City Project/Budget Number: 3/5/2025 Date 2 Packet Pg. 52 2.2.b ALERTON 2-26-2025 Thom Sullivan City of Edmonds Reference: Alerton Sole Source Letter for ATS Automation Inc. SUBJECT: City of Edmonds Thom, I am writing to provide a description of the status of the Alerton dealership in the state of Washington. ATSAutomation, Inc. is the only Alerton dealer directly authorized to sell, install, and service our products throughout the state of Washington with the exception of the following counties near Portland, Oregon: (Wahkiakum, Cowlitz, Clark, Skamania and Klickitat Counties). As the Alerton dealer for Washington, ATSAutomation, Inc. has factory -trained personnel on staff and has access to proprietary products and information that are part of the Alerton Building Management System. This training and the experience ATS Automation, Inc. has with the Alerton product line makes ATS Automation an unparalleled provider of Alerton products and the services that support those products. Please let me know if you have further questions. We appreciate your support. Sincerely yours, Thomas Tierney Alerton Regional Sales Manager — NW, Alaska and Hawaii thomas.tierney@Alerton.com 715 Peachtree St NE, Atlanta, GA 30308 Honeywell Packet Pg. 53 2.2.c City of Edmonds Building Automation System Support Agreement May 1, 2025 through April 30, 2030 Prepared By: Joe Cales Date: Feb. 4, 2025 r c d E m a� L a Q Q Q. V/ Q cu E Q ca E L a O a- CL cn cn a E V a Packet Pg. 54 2.2.c About ATS ATS designs, installs, and services building automation systems (BAS) to optimize control schemes for buildings' ' mechanical and electrical systems. This allows owners to reduce their energy consumption and maximize the effects of facilities management personnel. We keep your HVAC system and other building technology systems running effectively while working with you to meet your unique needs. We strive to assist customers in meeting their business objectives through controlling occupants' comfort, energy efficiency, systems operations, and cyber-security. What do we do? ATS can enhance your facility's environment to meet your specific needs. Our knowledge of leading products and cutting - edge technologies will help create solutions that enhance the safety, energy efficiency, and sustainability of your facility. We provide safer, more comfortable, and more efficient building environments through innovative HVAC solutions, building technology solutions, energy services, onsite service, and training. Why a service agreement? A service agreement from ATS augments your staff's current knowledge and protects your equipment investment over the long term. The goals of this service agreement are to maintain your system software and hardware to keep it up to date, support your facility staff with pre -season inspections and maintenance, and to develop a regular maintenance relationship with you to promote automated operation of controls and ensure you get the most from your building systems. ASHRAE guidelines emphasize the importance of routine maintenance to ensure optimal performance, energy efficiency, and occupant comfort within facilities. Support Agreement Goals: The goals of this proposal are. 1. Update and maintain system software and hardware to current revisions. 2. Support facility staff with pre -season inspections/maintenance. 3. Develop a regular maintenance relationship with your staff to promote automated operation of controls and maximum facility up time. 4. Drive building efficiency by leveraging your building management system and ATS' control expertise. 5. Support your long-term asset protection by providing system life cycle management. Packet Pg. 55 2.2.c ATS Customer Support Agreement The following is a comprehensive list of the support services we can perform to maximize the value of your investment in your building automation system (BAS). Following the summary list of support services is a detailed description of each service and which ones are included in your agreement. 1. General Support Agreement Services (Included in all Support Agreements) • Account Manager • Dedicated Service Team • Documentation of all Services Provided • Quality Assurance Program • Control System Database Protection/Disaster Recovery • Technology Updates - BAS Software and Firmware Updates • Troubleshooting and Diagnostics Assistance (Online Service) • Priority Emergency Response • After -Hours Support • Preferred Labor & Material Rates 2. Functional Performance Testing • Control System Analysis • BAS Network Performance Analysis & Optimization • BAS Network Health Monitoring • Air Handler Functional Performance Testing • Chilled/Condenser Water System Functional Performance Testing • Hot Water System Functional Performance Testing • FacilityZONE - Zone -Level Functional Performance Testing • Garage Sensor Calibration 3. Energy & Analytics Services • FacilityCARE — Premium Customized Analytics, Fault Detection and Diagnostics • FacilityACxE — Standard Analytics; Ongoing Commissioning & Engineering Support • Energy Usage Reporting • Critical Space Reporting 4. Operational Technology (OT) Services • FacilitySHIELD — BAS Server Protection • FacilityHOST—Cloud Hosted BAS Server 5. Premium Emergency Response Services • Premium Online Response • Premium Onsite Response • Critical Alarm Monitoring 6. Additional Support • Flex -Hours Support Services • Onsite Training/Operator Coaching • Classroom Training 7. Support Agreement Pricing Summary 8. Equipment List Packet Pg. 56 2.2.c ATS Customer Support Agreement 1. General Support Agreement Services (Included in all Support Agreements) Account Manager A dedicated Account Manager will be responsible for your total service satisfaction. Your Account Manager will provide the designated services, monitor equipment performance, track equipment service history, and consult with you to meet your objectives. Towards the end of each contract year, your ATS Account Manager will schedule a re -cap meeting with you to review all the services that have been performed that year. Dedicated Service Team Our service team knows BAS systems. A primary and a secondary ATS Service Technician will be assigned to your support agreement account. All our service technicians are factory trained in BAS equipment and are specialists in maintaining and troubleshooting your system. Documentation of All Services Provided All service visits will be documented by a work order detailing the service performed, materials used, and hours spent Quality Assurance Program At the conclusion of the annual re -cap meeting, your account manager will conduct a brief customer satisfaction survey with you regarding all the touch points you have with ATS (sales, operations, dispatch, warehouse, accounts receivable, etc.). Control System Database Protection/Disaster Recovery Workstation database and graphics backups safeguard your BAS system's vital databases of business information from unforeseen and costly catastrophic events (lightning strike, electrical power surge, flood, physical damage, etc.). We wil back-up your system database, software, and graphics a minimum of two (2) times per year and provide safe storage of this critical business information. Should a catastrophic event occur, we will respond onsite (or online if such a service is included in this agreement) to reload the databases and system files from our stored backup copy and to ensure proper operation and performance. Repair costs and the costs to reload the databases and system file will be at the preferred material and labor rate. Technology Updates - BAS Software (with Cyber-Security Enhancements) Building automation system manufacturers periodically releases software updates that provide added features, increase communications, processing speed, and cyber-security enhancements for your BAS. ATS will provide these updates with an annual software update, keeping your system software state-of-the-art. Please note: No platform upgrades, hardware, operating system, or other peripheral software upgrades are included with this service. Troubleshooting and Diagnostics Assistance (Online Service) If your operators need technical support, simply contact us during normal working hours. We will provide remote troubleshooting and diagnostics assistance via the telephone. If your organization allows us to access your BAS system via the internet (virtual private network or screen -sharing software), we will sign -on to your system and attempt to resolve the problem or, at a minimum, scope the problem down to a specific item or group of items. This service does not include after-hours support. For after-hours support, please call 425-251-9680. Packet Pg. 57 2.2.c Priority Emergency Response Time (Online and/or Onsite) As a service agreement customer, ATS will respond within two (2) business hours, Monday through Friday, 8:00 AM to 5:00 PM, excluding holidays. ATS will sign -on to your system as a first step to your request or inquiry. Our operations personnel will contact you and will attempt to fix the problem or, at a minimum, scope the problem down to a specific item or group of items. (Emergencies will be determined by your staff and ATS.) If during our online emergency response, we are unable to resolve the situation, we will dispatch a service technician to your facility. ATS will be on site by the end of the next business day, Monday through Friday, 8:00 AM to 5:OOPM, excluding holidays. Non -emergency calls, as determined by your staff and ATS will be incorporated into the next scheduled service call. After -Hours Support Emergencies can and usually happen when you least expect it and many times on the weekends or after 5:00 PM. It is very important to ATS to provide support in all emergency situations for all our customers. We have available a 24-7 emergency answering service. You can utilize this service in an after-hours emergency by calling 425-251-9680. After receiving the call, we will first attempt to solve the issue online, as described above in the online emergency response section. If the problem persists, we will discuss it with you and, upon your approval, dispatch a service technician to your site. Preferred Labor & Material Rates As a support agreement customer, you will receive a discount on regular labor and material prices. You will receive approximately an 18% discount on labor and an additional 22% discount on material. For any components listed in the Alerton, Belimo or Delta Controls price list your multiplier will be .45 times the list price. Please note that prices are subject to change without written notice. 2024 Labor Rates: $225 $185 $350 $240 $425 $350 $250 $210 $390 $265 $475 $405 *IT (Information Technology) and OT (Operational Technology) specialists will be dispatched for any IT/OT offerings ATS provides, including, but not limited to BAS Network Health Analysis, facility5hield, facilityHost, etc. Packet Pg. 58 2.2.c 2. Functional Performance Testing Building Automation Systems are sophisticated and sometimes complex tools that enable facilities to maximize energy savings without sacrificing comfort. They are also very flexible and adjustable, which overtime can lead to energy waste. ATS will provide functional performance testing to optimize your system, minimize unintended energy waste, and maximize energy savings. Control System Analysis Your building automation system is very dynamic and interactive. As such, its operations, graphics, and programming intentionally and unintentionally change over time. With Control System Analysis, we will: ✓ Inspect the physical and electrical condition of each BACnet router. ✓ Perform a sequence of operations review. ✓ Perform file and database analysis. ✓ Review alarms, trend logs, and energy reports. ✓ Review time synchronization. ✓ Review schedule synchronization review. We will then compare the current analysis to the prior status report and meet with you to discuss the effects of the changes on the operation of your BAS. See Section 8 (Equipment List) for details. ❑ Included with this Support Agreement ® Not included with this Support Agreement BAS Network Performance Analysis & Optimization Changes in network hardware or security configurations, graphical changes, code changes, device configuration changes, malfunctioning devices and device additions can impact BAS network traffic. To keep your system operating at peak network performance ATS employs network analytics to examine the BACnet traffic and take corrective action. Network analytics will reveal non -responsive devices, duplicate networks, duplicate device instances, BBMD misconfiguration, and long response times along with a host of other issues. Technicians are equipped with the tools to correct IP/BAS configuration issues as well as MS/TP signal quality or configuration issues based on the BACnet analytics report. We will run a pre -corrections health network analysis before we begin our repairs. Then we will spend up to XX hours per year addressing identified issues. ❑ Included with this Support Agreement ® Not included with this Support Agreement BAS Network Health Analysis- Continuous Monitoring (24/7) This is an add -on service to the BAS Network Health Analysis service described above. With this service we continuously monitor the health of your BAS network. If the network health changes more than a predetermined amount, we will notify you of this change during normal business hours and discuss our findings. We will notify you if your internet, network, or BAS Server goes offline. We can also provide regularly scheduled network health reports. ❑ Included with this Support Agreement ® Not included with this Support Agreement Air Handler Functional Performance Testing Using our software tools, we will analyze the performance of your HVAC air handling systems. This service will focus on the operation of the air handler's heating and cooling system control loops, outside air dampers, mixed air dampers, hot water and chilled water valve actuators, temperature sensors, low limit protection and temperature alarms. Schedules, alarms, and trends will also be verified and modified as needed. Any observed issues regarding equipment will be brought to your attention at the time of service. See Section 8 (Equipment List) for details. ❑ Included with this Support Agreement ® Not included with this Support Agreement Packet Pg. 59 2.2.c Condenser Water System Functional Performance Testing Reliable and optimized performance of your chiller/cooling tower plant is critical to the operations of your facility. As part of this performance service, one (1) time per year we will run an operational controls sequence to test the full range of the chiller/cooling tower and the respective distribution system. We will analyze the system water supply and return temperatures at typical operating conditions, verify temperature set point reset operations, alarm interfaces to the DDC system, and the lead/lag operations of the chillers/cooling towers. See Section 8 (Equipment List) for details. ❑ Included with this Support Agreement ® Not included with this Support Agreement Hot Water System Functional Performance Testing Reliable and optimized performance of your heating plant is also critical to the operations of your facility. As part of this performance service, one (1) time per year we will run an operational controls sequence to test the full range of the boiler and hot water distribution system. We will analyze the hot water supply and return temperatures at typical operating conditions; verify temperature set point reset operations, boiler alarm interface to the BAS, and the lead/lag operations of the hot water system. See Section 8 (Equipment List) for details. ❑ Included with this Support Agreement ® Not included with this Support Agreement FacilityZONE — Zone Level Functional Performance Testing (facilityZone) facilityZone from ATS is an automated functional performance service that tests the physical operation of your zone -level controllers and their associated devices (i.e. damper actuators and control valves). facilityZone is important because if undetected, a poorly functioning zone can cause other systems to run unnecessarily. This single zone can waste significant amounts of energy and money. Additionally, a malfunctioning zone controller leads to occupant dissatisfaction. Once the functional performance testing is completed, we will spend up to 16 hours per year addressing identified issues. ® Included with this Support Agreement — (59) zone controllers per year with 16 hours for corrective actions ❑ Not included with this Support Agreement Garage Sensor Calibration Carbon monoxide (CO) and nitrous dioxide (NO2) sensors are essential components of the garage exhaust system and are crucial for the safety of employees and customers in the garage. These sensors detect harmful gases and alert the garage exhaust system to take the necessary measures. Therefore, it is important to keep them tested regularly to ensure they are functioning properly. ❑ Included with this Support Agreement — (XX) CO/NO2 Sensors per year. ® Not included with this Support Agreement Packet Pg. 60 2.2.c 3. Energy & Analytics Services ATS has developed an advanced suite of software -based analytical commissioning tools. These tools continuously monitor and analyze the functionality and efficiency of the HVAC systems. ATS identifies performance optimization opportunities by combining extensive automated analytic libraries with custom facility specific analytic rules to produce actionable recommendations for improved operation. Through this software, ATS generates energy alarms and advanced fault detection reports that will proactively identify deficiencies. Advanced HVAC analytics fault detection rules include: • Sub -optimal schedules and setpoints • Malfunctioning dampers and valves • Inefficient control loops • Sub -optimal mechanical heating and cooling usage • Excessive ventilation • Sub -optimal temperature and pressure setpoint reset FacilityCARE - Continuous Commissioning I Advanced Fault Detection I Reporting I Energy Alarming & Analytics ATS facilityCARE is a cloud -based software solution that continuously monitors the operation and efficiency of facility HVAC systems. ATS facilityCARE identifies energy and cost saving opportunities by combining extensive automated analytic libraries with custom facility specific analytic rules to produce energy efficiency and maintenance actions for facility engineers. ATS facilityCARE software generates energy alarms and advanced fault detection reports that will proactively identify energy waste and system inefficiency within the facility. Energy alarms and advanced fault detection rules may include simultaneous heating & cooling, failed economizer operation, failed heating or cooling valves, failed sensors, schedule failures, low equipment delta t, equipment short cycling, etc. In addition, ATS facilityCARE provides other functionalities such as facility Key Performance Indicators (KPIs) and detailed energy analytics. An ATS Energy Engineer will review the site energy alarms and faults monthly and review the findings with the facility engineer via a site visit, phone call, or webinar. ❑ Included with this Support Agreement ® Not included with this Support Agreement FacilityACxE — Standard Analytics; Ongoing Commissioning & Engineering Support ATS facilityACxE is an automated ongoing commissioning and fault detection and diagnostic (FDD) service for common mechanical equipment and terminal units, such as AHUs, RTUs, and VAV boxes. The service combines ongoing analytic analysis with dedicated ATS technician time to make onsite corrections. Using facilityACxE ensures that your equipment operates at peak efficiency, reducing waste and improving overall system performance. With a facilityACxE support plan from ATS, facility managers and operators have a streamlined solution that allows them to focus on the most critical issues while making data -driven decisions that optimize system performance and increase tenant satisfaction. As part of this service, we will spend up to xx hours per year addressing identified issues. ❑ Included with this Support Agreement ® Not included with this Support Agreement Packet Pg. 61 2.2.c Energy Usage Reporting Analyzing utility data and correlating it to weather data and building operations reveals opportunities to control consumption while reducing energy costs. This data analysis can isolate and find causes of peak demand events, identify wasted consumption, reveal problems with equipment, controls, and operations causing energy inefficiencies, and determine what utility rate structure may yield the lowest cost of power. The ATS analytics software package is a solution that will allow you to effectively collect utility data, summarize it into a graphical web -based dashboard style format, and allow your team to interpret it quickly and easily. In addition, the collected data is easily saved into pdf, excel, or csv reports on -demand or emailed automatically. Please note: Full analysis and reporting are dependent on proper meter coverage; additional meters may be required. ❑ Included with this Support Agreement ® Not included with this Support Agreement Critical Space Reporting Facility managers face many challenges running their buildings as efficiently as possible; rising energy costs, shrinking budgets and limited staffing. However, one of the greatest challenges can be keeping and archiving logs demonstrating sensitive environments are maintained within an acceptable operating range. Modern building automation systems provide a tremendous amount of data regarding operations that can be leveraged to provide peace of mind for critical environments. The ATS analytics software package is a solution that will allow you to effectively collect the immense amount of building automation system monitoring data (i.e. temperature, pressure, and humidity sensors), summarize it into a graphical web -based dashboard style format, and allow your team to interpret it quickly and easily. In addition, the collected data is easily saved into pdf, excel, or csv reports on -demand or emailed automatically, allowing for ease of provision to Joint Commission and Food & Drug Administration. ❑ Included with this Support Agreement ® Not included with this Support Agreement Packet Pg. 62 2.2.c 4. Operational Technology (OT) Services FacilitySHIELD - BAS Server Protection Your building automation system's dedicated server and software are essential elements needed to keep your facility operating safely and smoothly. These components require maintenance like any other computer system. For facilities that do not have the resources or expertise on -hand to service these systems, ATS offers expertise in operational technologies. facilityShield also includes ATS facilityNet service (described above) ATS is offering a low-cost method to ensure your BAS server is healthy, optimized, and up to date with the latest cybersecurity software and security patches. This online service ensures the following: • Most recent operating system security patches • System vulnerability monitoring • Firewall setup & maintenance • Activity reporting • Anti -virus software updates ❑ Included with this Support Agreement ® Not included with this Support Agreement FacilityHOST - Cloud Hosted BAS Server Your building automation system's server keeps your facility operating smoothly by running the software that controls your mechanical and related equipment. Often this server can be neglected or even off the books of a facility's IT department. An unattended server is prone to cyber-security and maintenance issues if not properly maintained and secured. facilityHost from ATS provides a secure manner to remotely host your BAS by moving your server from a physical PC located in your building to a private cloud network. Secure cloud networks increase security by removing physical access to critical facility systems that unauthorized users may access. Remote hosting removes server maintenance from your team's to -do -list, and it ensures your equipment is properly sized; storage and processing power only increase when needed. Early termination fees may apply. facilityHost also includes ATS facilityShield service (described above). ❑ Included with this Support Agreement ® Not included with this Support Agreement Packet Pg. 63 2.2.c 5. Premium Emergency Response Services Premium Online Response To quickly respond to emergency service requests and to reduce the costs and disruptions of downtime, we will provide phone support and, if available, we will also use remote connection technology. Our first action to a request for emergency response will be to attempt to resolve the situation via a remote connection. There may be a one (1) hour minimum charged for each remote service. If remote diagnosis determines a site visit is required to complete problem resolution procedures and your team concurs, we will dispatch a technician to your site. Note: internet access to be provided and maintained by the customer. ❑ Included with this Support Agreement - ATS Technician will respond within 1 business hour: 24 hours/day, 7 days/week, including holidays. ® Not included with this Support Agreement Premium Onsite Response If during our Online Emergency response, we are unable to resolve the situation we will dispatch a service technician to your facility. Non -emergency calls, as determined by your staff and ATS will be incorporated into the next scheduled service call. ❑ Included with this Support Agreement - ATS will be on site within four (4) hours, 24 hours/day, 7 days/week, including holidays (after the completion of the telephone and direct connect response). ® Not included with this Support Agreement Emergency Response Services guarantee ATS' response time to an emergency only. The use of online and/or onsite emergency service is not included in the scope of this contract and will be billed at the applicable time & material rates. Packet Pg. 64 2.2.c 6. Additional Support Flex -Hours Support Services Flex hours allow you to budget for emergency calls or special projects and spread out the payments on your terms. We will work with you to determine the appropriate number of Flex -Hours best suited for your site. NOTE: It is our policy to roll any unused flex hours into the upcoming contract year (except for a single -year contract or at the end of a multi -year service agreement). ® Included with this Support Agreement — 24 hours per year ❑ Not included with this Support Agreement Onsite Training/Operator Coaching Through our individual onsite training/operator coaching options, we will introduce, review, and reinforce skills, leading to greater utilization of HVAC Control System applications implemented in your facility. Annually, we will provide an agreed upon number of hours per year of coaching for your facility staff, Monday through Friday 8:00 a.m. to 5:00 p.m. Our systems experts assist your operators in identifying, verifying, and resolving problems found in executing tasks. During the training/coaching sessions, we can address logbook issues, assist your operators in becoming more self- sufficient, and tailor HVAC control system applications to the needs of your facility and to your operators' specific job responsibilities. ❑ Included with this Support Agreement DX Not included with this Support Agreement Classroom Training ATS offers classroom -format, factory training courses. As a support agreement customer, you will receive tuition for student(s) to attend the Operator Workstation Training course. These training classes are conducted at the ATS training facility in Renton, WA. Travel, lodging, and meals are not included. ❑ Included with this Support Agreement ® Not included with this Support Agreement Preventative Maintenance Visits Preventative Maintenance visits will primarily focus on owner directed issues and can focus on the sequence of operations for heating and cooling systems readiness: mechanical actuation, transducer calibration, economizer control, temperature sensors and alarms, mechanical heating and cooling operations and setpoint adjustments. In addition, the technician will review building network, global controllers, and computer performance. If there are no owner directed issues on a given service visit, work can be directed into structure services such as functional performance testing for the air handlers or the central plant, or a control system analysis. See section 2 for more information on structured services. ® Included with this Support Agreement — 6 visits per year ❑ Not included with this Support Agreement Packet Pg. 65 2.2.c 7. Support Agreement Pricing Summary: We have included the following Custom Service Plan Features in this agreement as detailed in the previous section: Features Included in All Service Plans • Account Manager 0 Troubleshooting and Diagnostics • Dedicated Service Team Assistance (Online Service) • Documentation of All Services Provided • Priority Emergency Response • Quality Assurance Program • After -Hours Support • Control System Database Protection/Disaster Recovery • Preferred Labor & Material Rates • Technology Updates - BAS Software and Firmware Updates Features Custom to Your Service Plan • Preventative Maintenance • Flex -Hours Support Services • Zone -Level Functional Performance Testing (facilityZone) Pricing for these features is based on a 5-year program, billed annually at the beginning of the contract year. The pricing stated does not include sales tax, if applicable. Year 1 05/01/2025 to 04/30/2026 $26,947 annually Year 2 05/01/2026 to 04/30/2027 $26,947 annually Year 3 05/01/2027 to 04/30/2028 $26,947 annually Year 4 05/01/2028 to 04/30/2029 $26,947 annually Year 5 05/01/2029 to 04/30/2030 $26,947 annually ATS believes that this proposal includes the best interests of the City of Edmonds and was developed based on your input. Please feel free to contact me if you have any changes. If accepted, sign and date below and return to ATS with purchase order information, The pricing stated in this proposal is valid for thirty (30) days. Prices stated do not include applicable taxes. We understand budget constraints are an ongoing concern, as such this agreement may be modified or cancelled at any time. Modification/Cancellation conditions are detailed in the "Terms and Conditions" section 1, paragraph 2 (attached). Sincerely, Joe Cales C� Proposal Accepted Signature, Please Print Name Title Date Packet Pg. 66 2.2.c 8. Equipment List Front End Server and Clients Info Location Frequency/Year Tech Updates Compass 2.2.1 Library Mechanical Equipment Large Virtual Machine Info Location Global ACM 1 Trunk Rm 106 AHU-1 VLC-1188, 550 Library Roof RTU-1 VLC-853 Conference Room Roof RTU-2 VLC-853 Conference Room Roof VAV (23) VAV-SD Various FacilityZone Annually City Hall Mechanical Equipment Info Location Global ACM 1 trunk Rm 106 (6) Heat Pumps VLC-550 Roof MAU Public Works Mechanical Equipment VLC-550 Basement Garage Info Location Global ACM 5 trunks (6) HVU VLC-853 Various (2) Heat Pumps VLC-853 Back Offices, Main Office MAU/Exhaust Fans VLC-853 16160 Police Station — Public Safety Complex Mechanical Equipment Info Location Global ACM 3 trunks, 1 3rd Floor MSTP, 2 TUX VLC-1188,444E AHU 1A, 16, 2A, 2B Lower Level Mech Room TUX-APLC 2, AHU-3A, 3B, 4 TX 450 Boiler VLC-853, VAV- Lower Level Mech Room SD2A (36) VAVs (13) VAV-SD Various FacilityZone Annually Fire Station — Public Safety Complex (23) TX-VAV Mechanical Equipment Info Location I w c d E m m Q 0 Q CL 3 C 0 w �a E 0 3 Q c m c m E N 0 L co Q 0 0. CL 3 U) U) H Q c m E t 0 ea r Q Packet Pg. 67 2.2.c r c d E L Q 0 Q Q. V! _ O w cu E Q Q CD M .� W W E L yQ..� L O Q Q U) N Q _ a) E 0 Q 2.2.c Terms and Conditions for ATS Service Support Agreement The following Terms and Conditions are attached to and form an integral part of the Service Support Agreement or Customer Support Agreement or Service Support Program for ATS Automation, ATS Inland NW, ATS Rocky Mtn, ATS WayPoint and ATS Integrated Solutions (referred to here as "ATS"). The Agreement or Program, together with these Terms and Conditions, are collectively referred to as the "ATS SSA." 1. The Scope This ATS SSA, when accepted in writing by the Customer and approved by an authorized representative of ATS, shall constitute the entire agreement between the parties. It may only be amended by a written document signed by both ATS and Customer. If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions of this agreement shall remain in full force. The terms and conditions set forth herein shall supersede, govern and control any conflicting terms found elsewhere in the ATS SSA. Neither party may assign this Agreement without the prior written consent of the other party however, this ATS company may assign this agreement to any of its affiliated ATS companies. The term of this agreement will begin on the Start Date as specified in the ATS SSA and continue for the period of time as agreed to in the SSA. At the end of the term of the agreement, the SSA will automatically renew for successive one- year periods with an annual increase of 3% unless otherwise stated in the SSA, or, as otherwise agreed to by ATS and the customer in writing at least 30 days prior to the end of the term. Either party may terminate or amend this agreement at any time by giving the other party at least 30 days written notice of such amendment or termination. This agreement only relates to the systems, equipment and software identified in the List of Covered Equipment or List of Covered Systems in the SSA and it assumes the systems, software and equipment covered are in maintainable condition. If upon initial inspection by ATS, it is found that repairs are required, ATS will propose a scope of work to make the repairs. If Customer declines to have ATS make the repairs, that equipment will be removed from the equipment covered in the ATS SSA and an adjustment in price to the SSA will be made. Customer, at no cost to ATS, agrees to: A. allow ATS to control/operate all equipment necessary to perform the services. B. provide access to all areas of the facility as necessary to complete the Work. C. provide suitable electrical service as required by ATS. D. take immediate action in the event of a system failure to reasonably and safely protect life and property and until such time that ATS has remedied the situation and notifies the customer that the systems are operational. E. designate a contact person with authority to make decisions for Customer regarding the SSA and provide sufficient information for ATS to contact such person in an emergency. If such person cannot be reached, any request for Service or any decision made from a person at Customer's premises will be deemed authorized by Customer, and ATS will, at its discretion, act accordingly. Pricing, Invoices and Payments. • Pricing is good for 30 days unless otherwise stipulated. • Payments are due within 30 days of invoice. • Sales tax is not included in the price and will be added to the price on the invoice. • If payment is not received when due, then ATS may suspend any further work until payment is made. ATS may charge 1.5% interest per month (or the maximum allowed by law) plus any related costs such as collection or attorney fees and pursue any legal remedies to collect what is owed. • All other services performed but not included in the scope of the SSA will be billed on a time and materials basis at labor rates that are in effect at the time that the work is performed. B. subjected to unreasonable or improper use or storage, used beyond rated conditions, operated other than per ATS's or the manufacturer's instructions or otherwise subjected to improper maintenance, negligence or accident. C. damaged because of any use of the equipment after customer has, or should have had, knowledge of any defect in the equipment. 4. Insurance ATS shall provide the following insurance coverages during the term of this agreement: • Commercial General Liability $1M/occurrence & $2M aggregate • Automobile Liability $1M combined single limit • Worker's Comp & Employer's Liability Statutory Limits • Excess Liability $4M/occurrence & $4M aggregate S. Indemnification A. Indemnification. The indemnification obligations set forth in this Section shall be the parties' exclusive rights and remedies with respect to this Agreement. B. Reciprocal Indemnification. Each party shall indemnify and hold harmless the other party, the other party's affiliates, and each of their respective officers, directors, members, agents and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties and fines of any kind and nature whatsoever (including reasonable attorneys' fees) brought by a third party under any theory of legal liability arising out of or related to the indemnifying party's actual or alleged: (i) gross negligence, (ii) willful misconduct or (iii) infringement or misappropriation of a third party's copyright, trade secret, patent, trademark or other intellectual property right. 3. Warranty Equipment or products installed by ATS in the scope of performing these services shall only carry the warranty as is provided by manufacturer which ATS assigns to the Customer. ATS will use all reasonable efforts to assist Customer in enforcing any such third -party warranties. Labor provided by ATS for all services under this SSA is warrantied for a period of 90 days after the work is performed. The warranty will be void if the work or related equipment is: A. repaired or altered by any person other than an ATS employee or its authorized representative. Limitation of Liability NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR (1) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS; (11) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW. SUBJECT TO SECTION 6.1, IN NO EVENT WILL ATS OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, (1) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (11) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF ATS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. Q 2.2.c 7. Nondiscrimination Provision A) Nondiscrimination Requirement. During the term of this Contract, Contractor, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, Contractor, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which Contractor, or subcontractor, has a collective bargaining or other agreement. B) Obligation to Cooperate. Contractor, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that Contractor, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3). C) Default. Notwithstanding any provision to the contrary, ATS may suspend Contractor, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until ATS receives notification that Contractor, including any subcontractor, is cooperating with the investigating state agency. In the event Contractor, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), ATS may terminate this Contract in whole or in part, and Contractor, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. Contractor or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court -ordered injunctive relief or settlement agreement. D) Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Contract termination or suspension for engaging in discrimination, Contractor, subcontractor, or both, shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, which damages are distinct from any penalties imposed under Chapter 49.60, RCW. ATS shall have the right to deduct from any monies due to Contractor or subcontractor, or that thereafter become due, an amount for damages Contractor or subcontractor will owe ATS for default under this Provision. Version updated April 2024 2.2.c r c d E m a� L Q Q Q Q. Cl) Q cu E Q Q M .� W W E L yQ..� L O Q Q cn N Q _ a) E 0 Q Packet Pg. 71 2.3 City Council Agenda Item Meeting Date: 04/1/2025 Public Safety Building - Chiller Plant Service & Maintenance Agreement Continuation Staff Lead: Phil Williams Department: Public Works & Utilities Preparer: Royce Napolitino Background/History The Public Safety Complex was built between 1999 and 2000, this complex of two buildings is supported by common infrastructure that supports but Fire Station 17 and Maxwell McGinness Public Safety Building housing Edmonds Municipal Court and the Edmonds Police Department. Staff Recommendation At this time, the Public Works Director recommends that City of Edmonds accept proposal to renew the Service Agreement with Trane US Inc. and forward to the Consent Agenda. Narrative Trane US Inc. is the manufacturer and service provider for specialty HVAC and Mechanical systems, the 100 Ton Chiller plant that services the Edmonds Public Safety Complex provides indoor air quality and temperature control to the 41,000 square feet of emergency support services, court operations, city council chambers and fire living quarters. Indoor air quality and occupant comfort is essential efficient government operations, and preservation of public assets. With increasing pressure from changing environmental conditions electric cooling is an essential mechanical system to maintain a high- performance building in compliance with the city comp and cap plans, and state mandated de- carbonization goals. Attachments: Trane PSA 4-2025 Trane Support Agreement Exhibit A Packet Pg. 72 2.3.a CITY OF EDMONDS MIKE ROSEN 121 5T" AVENUE NORTH • EDMONDS, WA 98020 • 425-771-0220 • FAX 425-672-5750 MAYOR Website: www.edmondswa.gov PURCHASED SERVICES AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into between the City of Edmonds, hereinafter referred to as the "City," and Trane U.S. Inc., hereinafter referred to as the "Contractor." WHEREAS, the City desires to engage the services and assistance of a contractor to provide quarterly preventative maintenance for Public Safety complex's Air -Cooled Chiller; and WHEREAS, the Contractor has the necessary skills and experience, and desires to provide such services to the City; NOW, THEREFORE, in consideration of the mutual benefits accruing, it is agreed by and between the parties hereto as follows: 1. Scope of work. The scope of work shall include all services and material necessary to accomplish the above mentioned objectives in accordance with the Scope of Work that is marked as Exhibit A, attached hereto and incorporated herein by this reference. 2. Payments. The Contractor shall be paid by the City for completed work for services rendered under this Agreement as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment and incidentals necessary to complete the work. A. Payment for work accomplished under the terms of this Agreement shall be on a lump sum basis as set forth in the Exhibit A Fee Schedule; provided, in no event shall the payment for work performed pursuant to this Agreement exceed the sum of THREE THOUSAND DOLLARS ($3,000.00). B. All vouchers shall be submitted by the Contractor to the City for payment pursuant to the terms of this Agreement. The City shall pay the appropriate amount for each voucher to the Contractor. The Contractor may submit vouchers to the City monthly during the progress of the work for payment of completed phases of the project. Billings shall be reviewed in conjunction with the City's warrant process. No billing shall be considered for payment that has not been submitted to the City three (3) days prior to the scheduled cut-off date. Such late vouchers will be checked by the City and payment will be made in the next regular payment cycle. C. The costs records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City for a period of three (3) years after final payment. Copies shall be made available upon request. Trane U.S. Inc. Purchased Services Agreement Packet Pg. 73 2.3.a 3. Prevailing Wages. The Contractor shall pay prevailing wages in accordance with Chapter 39.12 RCW. A completed Statement of Intent to Pay Prevailing Wages must be submitted to the City for the prime contractor and each subcontractor prior to the first payment. A completed Affidavit of Wages Paid must be submitted to the City for the prime contractor and each subcontractor prior to final payment. 4. Ownership and use of documents. All research, tests, surveys, preliminary data, reports, and any and all other work product prepared or gathered by the Contractor in providing the services under this Agreement shall be and are the property of the Contractor, provided, however, that: A. All final reports, presentations, documentation and testimony prepared by the Contractor shall become the property of the City upon their presentation to and acceptance by the City and shall at that date become the property of the City. B. The City shall have the right, upon reasonable request, to inspect, review and copy any work product during normal office hours. Documents prepared under this Agreement and in the possession of the Contractor may be subject to public records request and release under Chapter 42.56 RCW. C. In the event that the Contractor shall default on this Agreement, or in the event that this Agreement shall be terminated prior to its completion as herein provided, the work product of the Contractor, along with a summary of work done to date of default or termination, shall become the property of the City and tender of the work product and summary shall be a prerequisite to final payment under this Agreement. The summary of work done shall be prepared at no additional cost. 5. Time of performance. This Agreement will commence upon its execution by both parties and will continue through March 31, 2026. The Contractor shall perform the work authorized by this Agreement promptly in accordance with the receipt of the required governmental approvals. 6. Indemnification / Hold harmless agreement. The Contractor shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses, demands, or suits at law or equity arising from the acts, errors or omissions of the Contractor in the 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 Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. The Contractor shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The Contractor specifically assumes potential liability for actions brought by the Contractor's own employees against the City and, solely for the purpose of this indemnification and defense, the Contractor specifically waives any immunity under the state industrial insurance law, Title 51 Trane U.S. Inc. Purchased Services Agreement 2 Packet Pg. 74 2.3.a RCW. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall obtain and keep in force during the term of this Agreement, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the State. B. Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall be written with limits no less than one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. Excepting the Worker's Compensation Insurance secured by the Contractor, the City will be named on all policies as an additional insured. The Contractor shall furnish the City with verification of insurance and endorsements required by the Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The Contractor shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this Agreement to the City. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the City. 8. Discrimination prohibited. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, national origin, age, sex, sexual orientation, marital status, veteran status, liability for service in the armed forces of the United States, disability, or the presence of any sensory, mental or physical handicap, or any other protected class status, unless based upon a bona fide occupational qualification. 9. Contractor is an independent contractor. The parties intend that an independent contractor relationship will be created by this Agreement. No agent, employee or representative of the Contractor shall be deemed to be an agent, employee or representative of the City for any purpose. The Contractor shall be solely responsible for all acts of its agents, employees, representatives and subcontractors during the performance of this Agreement. 10. City approval of work and relationships. Notwithstanding the Contractor's status as an independent contractor, results of the work performed pursuant to this Agreement must meet the approval of the City. During pendency of this Agreement, the Contractor shall not perform work for any party with respect to any property located within the City of Edmonds or for any project subject to the administrative or quasijudicial review of the City without written notification to the City and the City's prior written consent. 11. Termination. This being an Agreement for services, either party may terminate this Agreement for any reason upon giving the other party written notice of such termination no fewer than ten (10) days in advance of the effective date of said termination. Payment under this Trane U.S. Inc. Purchased Services Agreement 3 Packet Pg. 75 2.3.a Agreement is subject to the appropriation of funds for these purposes. In the event funds are not appropriated, the City reserves the right to terminate this Agreement effective immediately and shall provide the Contractor with written notice of immediate termination. 12. Integration. The Agreement between the parties shall consist of this document, its Appendices 1 & 2, and the Scope of Work and Fee Schedule attached hereto as Exhibit A. These writings constitute the entire Agreement of the parties and shall not be amended except by a writing executed by both parties. In the event of any conflict between this written Agreement and any provision of Exhibit A, this Agreement shall control. 13. Changes/Additional Work. The City may engage the Contractor to perform services in addition to those listed in this Agreement, and the Contractor will be entitled to additional compensation for authorized additional services or materials. The City shall not be liable for additional compensation until and unless any and all additional work and compensation is approved in advance in writing and signed by both parties to this Agreement. If conditions are encountered which are not anticipated in the Scope of Work, the City understands that a revision to the Scope of Work and fees may be required. Provided, however, that nothing in this paragraph shall be interpreted to obligate the Contractor to render services, or the City to pay for services rendered, in excess of the Scope of Work in Exhibit A unless or until an amendment to this Agreement is approved in writing by both parties. 14. Standard of Care. The Contractor represents that the Contractor has the necessary knowledge, skill and experience to perform services required by this Agreement. The Contractor and any persons employed by the Contractorshall use their best efforts to perform the work in a professional manner consistent with sound practices, in accordance with the schedules herein and in accordance with the usual and customary care required for services of the type described in the Scope of Work. 15. Non -waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 16. Non -assignable. The services to be provided by the Contractor shall not be assigned or subcontracted without the express written consent of the City. 17. Covenant against contingent fees. The Contractor warrants that he/she/they has/have not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Agreement, and that he/she/they has/have not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award of making of this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 18. Compliance with laws. The Contractor in the performance of this Agreement shall comply with all applicable Federal, State or local laws and ordinances, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards or criteria as described in the Agreement to assure quality of services. Trane U.S. Inc. Purchased Services Agreement 4 Packet Pg. 76 2.3.a The Contractor specifically agrees to pay any applicable business and occupation (B & O) taxes which may be due on account of this Agreement. 19. Notices. Notices to the City of Edmonds shall be sent to the following address: City of Edmonds 121 Fifth Avenue N Edmonds, WA 98020 Notices to the Contractor shall be sent to the following address: Trane US Inc. 2333 158th Court NE Bellevue, WA 98008 Receipt of any notice shall be deemed effective three (3) days after deposit of written notice in the U.S. mails, with proper postage and properly addressed. DATED THIS day of CITY OF EDMONDS Phil Williams, Interim PW Director APPROVED AS TO FORM: Office of the City Attorney 2025. TRANE U.S. INC. Printed Name and Title Trane U.S. Inc. Purchased Services Agreement 5 Packet Pg. 77 2.3.a STATE OF WASHINGTON ) )ss COUNTY OF KING ) On this day of 2025, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared of Trane U.S. Inc., to me known to be the person who executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said person, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. WITNESS my hand and official seal hereto affixed the day and year first above written. NOTARY PUBLIC My commission expires: Trane U.S. Inc. Purchased Services Agreement 6 Packet Pg. 78 2.3.a APPENDIX 1 CONTRACT (Appendix A of USDOT 1050.2A Standard Title VI Assurances) During the performance of this Agreement, the Contractor, for itself, its assignees, and successors in interest (hereinafter collectively referred to as the "Contractor") agrees as follows: 1. Compliance with Regulations: The Contractor shall comply with the acts and regulations relative to nondiscrimination in federally -assisted programs of the United States Department of Transportation (USDOT), Title 49, Code of Federal Regulations, Part 21 (49 CFR 21), as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the Agreement, shall 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 procurement of materials and leases of equipment. The Contractor shall not participate directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the Contractor for work to be performed under a subcontract, including procurement of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, national origin, sex, age, disability, income -level, or LEP. 4. Information and Reports: The Contractor shall provide all information and reports required by the Regulations and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the appropriate state or federal agency to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor shall so certify to the City, or state or federal agency, as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such contract sanctions as it or the appropriate state or federal agency may determine to be appropriate, including, but not limited to: • Withholding of payments to the Contractor under the Agreement until the Contractor complies; and/or • Cancellation, termination, or suspension of the Agreement, in whole or in part. 6. Incorporation of Provisions: The Contractor shall include the provisions of the above paragraphs one (1) through five (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontractor or procurement as the City or appropriate state or federal agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with, litigation by a subcontractor or supplier as a result of such direction, the Contractor may request that the City enter into such litigation to protect the interests of the City; or may request that the appropriate state agency enter into such litigation to protect the interests of the State of Washington. In addition, the Contractor may request the appropriate federal agency enter into such litigation to protect the interests of the United States. Trane U.S. Inc. Purchased Services Agreement 7 Packet Pg. 79 2.3.a APPENDIX 2 CONTRACT (Appendix E of USDOT 1050.2A Standard Title VI Assurances) During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor") 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 CFR 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 Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964), The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); • Titles 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. §§ 12131712189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration's Non -Discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898 , Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures 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 Person with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure the LEP person has 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). Trane U.S. Inc. Purchased Services Agreement 8 Packet Pg. 80 2.3.b Edmonds Public Safety - SA 2025 Proposal ID 8052480 Trane U.S. Inc. 2333 158th Court NE Bellevue, WA 98008 Phone: (425) 643-4310 Fax: (425) 643-4314 Service Contact: (425) 643-4317 March 07, 2025 THOM SULLIVAN Site Address: Edmonds City Of Edmonds Public Safety 7110 210TH STREET SW 250 5th Ave N Edmonds, WA 98026-9802 Edmonds, WA 98020 ATTENTION: THOM SULLIVAN SUBJECT: Continuation of Service Agreement SEA01060 Your Trane Service Agreement is scheduled for renewal on April 1, 2025. To assure that there will be no interruption of service and benefits to Edmonds City Of your Service Agreement will be extended through March 31, 2030. The adjusted Service Fees for the renewal term is set forth in the following table: Contract Year Annual Amount Payment Payment Term' Initial f Term Year 1 $2,960.00 $740.00 Quarterly Year 2 $3,137.00 $784.25 Quarterly Year 3 $3,325.00 $831.25 Quarterly Year 4 $3,525.00 $881.25 Quarterly Year 5 $3,736.00 $934.00 Quarterly TOTAL 5-Year Term $16,683.00 The Annual Amount and Payment information set forth above DO NOT include applicable sales tax. Applicable sales taxes will be included upon generation of the invoice for the renewed Service Agreement. Payment of applicable sales tax is the responsibility of the Customer. If there is any reason why this Service Agreement should not be extended through this period, please notify Trane in writing 30 days prior to the renewal date indicated above If so notified, Trane can continue at your discretion to provide services beyond the renewal date at our standard time and material rates. SCOPE OF SERVICE The Scope of Service for the new agreement period will remain the same as delivered in the current period. TERMS & CONDITIONS Terms & Conditions for the renewal period are attached CLARIFICATIONS If Edmonds City Of accounting procedures require a purchase order for the renewal term, please provide your purchase order number to Trane prior to the renewal date. We value your business and look forward to continuing to serve and contribute to your organization's success. Sincerely, Lori Boston Account Manager Trane Cell: (206) 713-3511 Office: (425) 586-1686 1 -� A N _ P1 of 1ii K125 Trane Technologi -II P.ighis reserved T E C M n o LOG 1 Es confidential and Propnetan, Informar,icn of Trar - Packet Pg. 81 2.3.b Edmonds Public Safety - SA 2025 Proposal ID: 8052480 CUSTOMER Authorized Representative Printed Name Title Purchase Order Acceptance Date Trane's License Number: Trane**934RE The Initial Term of this Service Agreement is 5 years, beginning April 1, 2025 through March 31, 2030. Total Contract Amount: $16,683.00 + Tax if applicable for the 5-Year Term. If a 1-Year Tenn is selected beginning April 1, 2025 through March 31, 2026, please initial in the box next to the 1-Year Term Pricina at $2.960.00 with Quarterly Payments of $740.00. **One Annual Payment in full of $2,960.00 + Tax can also be made if this Is preferred. Just let us know your billing preference at the time of your approval. -lRAN= TECH NOLOCIES- Page 2 of 10 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S Inc. Packet Pg. 82 2.3.b Edmonds Public Safety - SA 2025 Proposal ID: 8052480 /A WAR iY a HVAC EQUIPMENT COVERAGE 1 Edmonds Public Safety The following "Covered Equipment" will be serviced at Edmonds Public Safety: Equipment Q Manufacturer Model Number Serial Number L10B00546 Air -Cooled Chiller 1 Trane RTAA0904XK _ Formerl U98K03683 Service Description — 5-Year Term (if selected) Quantity Per 5-YR Term RTAA Annual Inspection (Without Optional Coil Cleaning) (Service 1) 1X/YR 5 RTAA Operational Mid -Season Inspection (Service 2) 2X/YR 10 Service Description — 1-Year Term (if selected) Quantity Per 1-YR Term RTAA Annual Inspection (Without Optional Coil Cleaning) (Service 1) 1X/YR 1 RTAA Operational Mid -Season Inspection (Service 2) 2X/YR 2 Scope of Services: Perform one (1) comprehensive annual inspection and two (2) mid -season operational inspections per year Note: Coil Cleaning is not included and will be quoted as needed. 1 _� ^ N _ Page 3 of 10 © 2025 Trane Technologies All Rights Reserved. rEC-OLOG I E5 Confidential and Proprietary Information of Tranc U S. Inc. Packet Pg. 83 2.3.b Edmonds Public Safety - SA 2025 Proposal ID: 8052480 44 �l\ TR�WE' . �;\\ CUSTOMER SERVICE FLOWS The following Customer Service Flows provide additional service description detail for Covered Equipment. Service 1: RTAA Annual Inspection (Without Optional Coil Cleaning) (1X/YR) Description • Initial Site Inspection • Customer Notification • Review Diagnostics • Verify Line Voltage • Lock Out Tag Out • Visual Condenser Coil Check • Electrical Inspection • Meg Compressor Motor(s) • High Pressure Leak Check • Compressor And Oil Separator Heater Check • Compressor Check • Control Panel Calibration Check • Condenser Fan Check • Remove LOTO and Check Heater Operation • Inspect Strainer and Pump - Seasonal Startup • Evaporator Flow Switch Inspection ■ Manual Log With Electronic Device • Perform Oil Analysis Per Circuit Service 2: RTAA Operational Mid -Season Inspection (2X/YR) Description • Customer Notification • Initial Site Inspection • Review Diagnostics • Lock Out Tag Out (Standard) • Condenser Fans Check RTA' Per Circuit • Visual Condenser Coil Check • Visual Electrical Inspection • Remove Lock Out Tag Out • Compressor And Oil Separator Heater Check • Evaporator Flow Switch Inspection • Start Unit • Compressor Check • Manual Log With Electronic Device 1 -� ^ N = Page 4 of 1 D © 2025 Trane Technologies All Rights Reserved TEOhNOLOGIES Confidential and Propiietary Information of Trane U S Inc Packet Pg. 84 2.3.b Edmonds Public Safely - SA 2025 Proposal ID: 8052480 TERMS AND CONDITIONS - SERVICE "Company" shall mean Trane U.S. Inc. dba Trane for Company performance in the United States and Trans Canada ULC for Company performance in Canada. 1. Agreement. These terms and conditions ("Terms") are an integral part of Company's offer and form the basis of any agreement (the "Agreement") resulting from Company's proposal (the "Proposal") for the following commercial services as stated in the Proposal (collectively, the "Services"): inspection, maintenance and repair (the "Maintenance Services") on equipment (the "Covered Equipment"), specified Additional Work (if any), and, if included in the Proposal, Intelligent Services, Energy Assessment, and any other services using remote connectivity (collectively and individually referred to in these Terms as "Trane Digital Services"). COMPANY'S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. 2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ("Connected Services Terms"), available at htles:llwww.tone.com/TraneCgnnectedSorvicesTerms, as updated from time to time, are incorporated herein by reference and shall apply to the extent that Company provides Customer with Connected Services, as defined in the Connected Services Terms 3. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent ("Customer") delivered to Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the addition of any otherterms and conditions of sale or any other modification, Customers order shall be deemed acceptance of the Proposal subject to these Terms and Conditions. If Customers order is expressly conditioned upon Company's acceptance or assent to terms and/or conditions olherthan those expressed herein, return of such order by Company with Company's Terms and Conditions attached or referenced serves as Company's notice of objection to Customers terms and as Company's counteroffer to perform in accordance with the Proposal and Company Terms and Conditions. If Customer does not reject or object in writing to Company within 10 days, Company's counteroffer will be deemed accepted. Customers acceptance of performance by Company will in any event constitute an acceptance by Customer of Company's Terms and Conditions This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend performance or, at its option, renegotiate prices and/or Terms and Conditions with Customer. If Company and Customer are unable to agree on such revisions, this Agreement shall be cancelled without any liability, other than Customers obligation to pay for Services provided by Company to the date of cancellation. 4. Fees and Taxes. Fees for the Services (the "Service Fees") are as set forth in the Proposal. Except as otherwise staled in the Proposal, Service Fees are based on performance during regular business hours. Charges for performance outside Company's normal business hours shall be billed separately according to the then prevailing overtime or emergency labor/labour rates. In addition to the stated Service Fees, Customer shall pay all taxes not legally required to be paid by Company or, alternatively, shall provide Company with an acceptable tax exemption certificate. 5. Payment. Payment is due upon receipt of Company's invoice. Service Fees shall be paid no less frequently than quarterly and in advance of performance of the Services. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable legal interest rate or 1.5% of the principal amount due at the end of each month. Without liability to Customer, Company may discontinue performance whenever payment is overdue. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due or otherwise enforcing this Agreement. 6. Customer Breach. Each of the following constitutes a breach by Customer and shall give Company the right, without an election of remedies, to suspend performance or terminate this Agreement by delivery of written notice declaring termination. Upon termination, Customer shall be liable to the Company for all Services furnished to dale and all da rage> sustained by Company (including lost profit and overhead): (a) Any failure by Customer to pay amounts when due; (b) any general assignment by Customer for the benefit of its creditors, Customer's bankruptcy, insolvency, or receivership; (c) Any representation or warranty furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (d) Any failure by Customer to perform or comply with any material provision of this Agreement. 7. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the stale or province where the Services are performed undersimilar circumstances when Company performs the Services_ Company may refuse to perform where working conditions could endanger property or put people at risk. Unless otherwise agreed by Customer and Company, at Customers expense and before the Services begin, Customer will provide any necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state, or provincial industrial safely regulations or any other applicable industrial safety standards or guidelines. This Agreement presupposes that all major pieces of Covered Equipment are in proper operating condition as of the dale hereof. Services furnished are premised on the Covered Equipment being in a maintainable condition. In no event shall Company have any obligation to replace Covered Equipment that is no longer maintainable. During the first 30 days of this Agreement, or upon initial inspection, and/or upon seasonal start-up (if included in the Services), if an inspection by Company of Covered Equipment indicates repairs or replacement is required, Company will provide a written quotation for such repairs or replacement. If Customer does not authorize such repairs or replacement, Company may remove the unacceptable equipment from the Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to utilize Customer's telephone line or network infrastructure to connect to controls, systems andfor equipment provided or ser iced by Company and to provide Services contractel foi or otherwise requested by Customer, including remote diagnostic and repair service. Customer acknc:Jedges that Company is not responsible for any adverse impact to Customers communications and network infrastructure. Company may elect to install/attach to Customer equipment or provide portable devices (hardware and/or software) for execution of control or diagnostic procedures. Such devices shall remain the personal proprietary property of Company and in no event shall become a fixture of Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices used in connection with the Services on Customer equipment. Company may remove such devices at its discretion. Parts used for any repairs made will be those selected by Company as suitable for the repair and may be parts not manufactured by Company 8. Customer Obligations. Customer shall. (a) Provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work; (b) Follow manufacturer recommendations concerning leardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment; unless expressly slated in the Scope of Services statement, Company is not performing any manufacturer recommended leardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment; and (c) Where applicable, unless water treatment is expressly included in the Services, provide professional cooling lower water treatment in accordance with any reasonable recommendations provided by Company. 9. Exclusions. Unless expressly included in the Covered Equipment or the Services, the Services do not include, and Company shall not be responsible for or liable to the Customer rot any claims, losses, damages or expenses suffered by the Customer in any way connected with, relating to or arising from, any of the following: (a) Any guarantee of room conditions or system performance; (b) Inspection, maintenance, repair, replacement of or services for. chilled water and condenser water pumps and piping; electrical disconnect switches or circuit breakers: motor starting equipment that is not factory mounted and interconnecting power wiring; recording or portable instruments, gauges or thermometers; non-moving parts or non -maintainable parts of the system, including, but not lirrtited to, storage tanks; pressure vessels, shells, coils, tubes, housings, castings, casings, drain pans, panels, duct work; piping: hydraulic, hydronic, pneumatic, gas, or refrigerant; insulation; pipe covering; refractory material; fuses, unit cabinets; electrical wiring; ductwork orconduit; electrical distribution system; hydronicsiructural supports and similar items; the appearance of decorative casing or cabinets; damage sustained by other equipment or systems; and/or any failure, misadjustment or design deficiencies in other equipment or Systems; (c) Damage, repairs or replacement of parts made necessary as a result of electrical power failure, low voltage, burned out main or branch fuses, low water pressure, vandalism, misuse or abuse, wear and tear, end of life failure, water damage, improper operation, unauthorized alteration of equipment, accident, acts or omissions of Customer or others, damage due to freezmg weather, calamity, malicious act, or any Event of Force Majeure: (d) Any damage or malfunction resulting from vibration, electrolytic action, freezing, contamination, corrosion, erosion, or caused by scale or sludge on internal tubes except where water treatment protection services are provided by Company as part of this Agreement; (a) Furnishing any items of equipment, material, or laborllabour, or performing special tests recommended or required by Insurance companies or federal, stale, or local governments; (1) Failure or inadequacy of any structure of foundation supporting or surrounding the equipment to be worked on or any portion thereof: (g) Building access or alterations that might be necessary to repair or replace Customers existing equipment; (h) The normal function of starting and slopping equipment or the opening and closing or valves. dampers or regulators normally installed to protect eourpmenl against damage: (I) Valves that are not factory mounted: balance, slop, control, and other valves external to the device unless specifically included In the Agreement; 0) Any responsibility for design or redesign of the system or the Covered Equipment, obsolescence, sarely tests. or removal or reinslattatron of valve bodies and dampers, (k) Any services, claims, or damages arising out of Cuslomers failure to comply with its obligations under this Agreement, (1) Failure of Customer to follow manufacturer recommendations concerning teardown and internal inspection, overhaul and refurbishing of equipment; (m) Any claims, damages, losses, or expenses, arising from or related to conditions that existed In, on, or upon the premises before the effective date or this Agreement (-Pre-Existing Conditions'), Including, without Ilmltalion, damages, losses, or expenses involving pre-existing building envelope Issues, mechanical issues, plumbing issues, and/or indoor air quality Issues Involving mold/mould and/ar fungl: (n) Replacement of refrigerant Is excluded, unless replacement of refrigerant is expressly staled as Included within the Services, in which case replacement shall in no event exceed the slated percentage of rated system charge per year expressly staled in the Services; (o) crane or rigging costs; (p) Any Services, claims, or damages arising out of refrigerant not supplied by Company. Customer shall be responsible rot: (1) The cost of any additional replacement refrigerant: (It) Operation of any equipment; and (iii) Any claims, damages, tosses, or expenses, arising from or related to work dome by or services provided by individuals or entities that are not employed by or hired by Company 1 7� ^ N _ Page 5 of 10 © 2025 Trane Technologies All Rights Reserved r ECI-LOGIES Confidential and Proprietary Information of Trane U S Inc. Packet Pg. 85 2.3.b Edmonds Public Safety - SA 2025 Proposal ID: 8052480 10. Limited Warranty. Company warrants tha; (a) the material manufactured by Company and provided to Customer in performance of the Services Is free from defects in matenal and manufacture for a period of 12 months from the earlier of the date of equipment start-up or replacement, and (b) the labor/labour portion of the Maintenance Services and Additional Work has been property performed for a period or 90 days from dale of completion (the "Limilea Warranty"). Company obligations of equipment slan-up, if any are stated in the Proposal, are coterminous with the Limited Warranty period. Defects must be reported to Company within the Limited Warranty period Company's obligation under the Limited Warranty is limited to repairing or replacing the defective part at its option and to correcting any laborllabour improperly performed by Company No liability whatsoever shall attach to Company until the Maintenance Services and Additional Work have been paid for in full Exclusions from this Warranty include claims, losses, damages and expenses in any way connected with, related to or arising from failure of malfunclion of equipment due to the following, wear and tear. end of life failure; corrosion; erosion; delenorahon; Customers failure to follow the Company -provided maintenance plan, unauthorized of improper maintenance, unauthorized or improper pans or material; refrigerant not supplied by Company; and modifications made by others to equipment. Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Some components of equipment manufactured by Company may be warranted directly from the component supplier, in which case INS Limited Warranty shall not apply to those components and any warranty of such components shall be the warranty given by such component supplier. Notwithstanding the foregoing, all warranties provided herein terminate upon termination or cancellation of this Agreement Equipment, material and/or parts that are not manufactured by Company ("Third -Party Pfoduct(s)') are not warranted by Company and have such warranties as may be extended by the respective manufacturer CUSTOMER UNDERSTANDS THAT COMPANY IS NOT THE MANUFACTURER OF ANY THIRD -PARTY PRODUCT(S) AND ANY WARRANTIES, CLAIMS, STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS ARE THOSE OF THE THIRD -PARTY MANUFACTURER, NOT COMPANY AND CUSTOMER IS NOT RELYING ON ANY WARRANTIES, CLAIMS, STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS REGARDING THE THIRD -PARTY PRODUCT THAT MAY BE PROVIDED BY COMPANY OR ITS AFFILIATES, WHETHER ORAL OR WRITTEN. THE REMEDIES SET FORTH IN THIS LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, LIABILITIES, CONDITIONS AND REMEDIES, WHETHER IN CONTRACT, WARRANTY, STATUTE OR TORT (INCLUDING NEGLIGENCE), EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, ENDORSEMENTS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF QUALITY, FITNESS, MERCHANTABILITY, DURABILITY AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF. NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, REGARDING PREVENTING, ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTERIA, VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS (INCLUDING COVID-19 OR ANY SIMILAR VIRUS) (COLLECTIVELY, "CONTAMINANTS"), WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE. IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, REDUCTION OR INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION WITH ANY EQUIPMENT, THIRD -PARTY PRODUCT, OR ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO. 11. Indemnity. To the maximum extent permitted by law, Company and Customer shaft indemnify and hold harmless each other from any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attorneys fees, resulting from aeath or bodily injury or damage to real or personal property, to the extent caused by the negligence or misconduct of me indemnifying party, and/or its respective employees or other authorized agents in connection with their activities within the scope, of this Agreement Neither party shall indemnify the other against claims, damages, expenses, or liabilities to the extent attributable to the acts or omissions of the other party or third parties. 1! the parties are both at fault, the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify and hold harmless will continue in full force and effect, notwithstanding the expiration or early termination of this Agreement, with respect to any claims based on facts or conditions that occurred prior to expiration or termination of this Agreement. 12. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS, PRODUCT LOSS, LOST REVENUE OR PROFITS, OR LIABILITY TO THIRD PARTIES), OR CONTAMINANTS LIABILITIES, OR PUNITIVE DAMAGES WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER WITH RESPECT TO ANY AND ALL CLAIMS CONNECTED WITH, RELATED TO OR ARISING FROM THE PERFORMANCE OR NON- PERFORMANCE OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY OVER THE 12 MONTH PERIOD PRECEDING THE DATE OF OCCURRENCE FOR THE SERVICES AND ADDITIONAL WORK FOR THE LOCATION WHERE THE LOSS OCCURRED. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING FROM MOLDIMOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING IN CONNECTION WITH PROVIDING TRANE DIGITAL SERVICES: INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION; CUSTOMER'S NETWORK SECURITY; COMPUTER VIRUS; COMMUNICATION FAILURE; THEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED; AND UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR COMMUNICATIONS NETWORK. 13. CONTAMINANTS LIABILITY The transmission of COVIO-19 may occur in a variety of ways and circumstances, many of the aspects of which are currently not known HVAC systems, products, services and other offerings have .not been tested for their effectiveness in reducing the spread of COVIO-19. including through the air in c'osed environments. IN NO EVENT WILL COMPANY BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDEMNIFICATION, ACTION OR CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, FOR ANY BODILY INJURY (INCLUDING DEATH) DAMAGE TO PROPERTY, OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO CONTAMINANTS (INCLUCING THE SPREAD, TRANSMISSION OR CONTAMINATION THEREOF) (COLLECTIVELY, "CONTAMINANTS LIABILITIES") AND CUSTOMER HEREBY EXPRESSLY RELEASES COMPANY FROM ANY SUCH CONTAMINANTS LIABILITIES. 14. Asbestos and Hazardous Materials. The Services expressly exclude any identification, abatement, cleanup, control, disposal, removal or other work connected with asbestos polychlorinated biphenyl ('PCB"), or other hazardous materials (collectively, -Hazardous Materials'). Customer warrants and represents that there are no Hazardous Materials on the premises that will in any way affect Company's performance. except as set forth in a writing signed by Company disclosing the existence and location of any Hazardous Materials in all areas within which Company will be performing. Should Company become aware of or suspect the presence of Hazardous Materials, Company may immediately stop work in the affected area and nolify Customer. Customer will be responsible for correcting the condition In accordance with all applicable laws and regulations. Customer shall be exclusively responsible for and shall indemnify and hold harmless Company (including its emoloyees, agents and subcontractors) from and against any loss, claim, liability, fees, penalties, injury (including death) or liability of any nature. and the payment thereof, arising out of or relating to any Hazardous Materials on or about the premises, not brought onto the Premises by Company. Company shall be required to resume performance only in the absence of Hazardous Materials orwhen the affected area has been rendered harmless. In no event shall Company be obligated to transport or handle Hazardous Materials, provide any notices to any governmental agency, or examine the premises site for the presence of Hazardous Materials. 15. Insurance. Company agrees to maintain the following insurance during the term of this Agreement with limits not less than shown below and will, upon request from Customer, provide a Certificate of evidencing the following coverage: Commercial General Liability S2.000,000 per occurrence Automobile Liability $2,000.000 CSL Workers Compensation Statutory Limits If Customer has requested to be named as an additional insured under Company's insurance policy. Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company or its insurer waive rights of subrogation. 16. Force Majeure. Company's duly to perform under this Agreement is contingent upon the ron-occurrence of an Event or Force Maleure If Company is unable to carry out any material obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Company's election (t) remain in effect but Company's obligations shall be suspended until the uncontrollable event terminates or (it) be terminated upon 10 days' notice to Customer, in which event Customer shall pay Company for all parts or the Services furnished to the date of termination. An "Event of Force Maleure shalt mean any cause or event beyond the control of Company. Without limiling the foregoing, -Event of Force Majeure- includes acts of God, acts of terrorism, war or the public enemy: Rood: earthquake. lightning tornado; storm; fire; civil disobedience, pandemic. insurrections, nols. IabcirAabour disputes, laborllabour or material shortages from the usual sources of supply, sabotage, restraint by court order or public aulhotity (whether valid of invalid), and action or non -action by or inability to obtain or keep in force the 1 ? ^ N — Page 6 of 10 © 2025 Trane Technologies. All Rights Reserved. Tecn,+oLoGtc: Confidential and Proprietary Information of Trane U S Inc. Q Packet Pg. 86 2.3.b Edmonds Public Safety - SA 2025 Prof/nsal ID 80524g0 necessary governmental authorizations Delimits, licenses, certificates or approvals If not caused by Company_ and the requirements of any applicable government in any manner that diverts either the materiar or the finished product to the direct or indirect benefit of the government 17. Maintenance Services Other Than Solely Scheduled Service, If Company's Maintenance ServiceS hereunder are not limited solely to Scheduled Service. the fellow ng prov,s:ons shall also apply (a) Required e Or repairs made to trestorathe ion shall be performed by Customer at its cost prior to Company being Obilgated to perform hereunder: Company's option, (b) any changes. adjustments, 5ervtttEquipment by an y party Other than Company,unless a terminate Company's obligation to render further service to the Equipment so affected: in such case nro oved refund of a by Compang in writing, may, at Fees shall be made, and (c) Customer shall (i) promptly nobly Company of any unusual performance of Equipment; (ii) permit onlyCompany per of the Service sonnel to repair or adjust Equipment and/or controls during the Term or a Renewal Term. and (oil)) utilize qualified personnel 10 properly operate the Equipment in accordance mlh the applicable operating manuals and recommended procedures. 18. General. Except as provided below, to the maximum extent provided by taw, this Agreement is made and shall be interpreted and enforced in accordance with the laves of the state or province in which Company Performs the Services. Any dispute arising under or roiat,ng to this Agreement shall be decided by [,l,gahcn in a Court of competent Jurisdiction located in the state or province in which the Services are performed. To the extent the premises are Owned and/or operated by any agency of the Untied Slates Federal Government, determinal,on of any substantive issue of law shall be according to the United Slates Federal Common law of Government contracts as enunciated and applied by Untied Slates Federal judicial bodies and boards of contract appeals of the United Slates Federal Government This Agreement contains all of the agreements, representations and understandings of the understandings, commitments or agreements, oral or written, related to the Senrces. If any term or contlibon of this Agreement is invalid, illegal or incapable 9 parties and supersede; all prew0us of being enforced by any rule Of law, all other Terms of this Agreement will nevertheless remain In full force and effect as long as the economic or legal Substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto Customer may not usslgn, transfer. Or convey this Agreement, or any part hereof. without the written consent of Company. Subject 10 the foregoing, this Agreement shall bind and inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement may be executed in several counterparts, each or which when executed shall be deemed to be an original, but all together shall consi lulp but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original Customer may not assign, transfer, or convey this Agreemenl, or any pan hereof. Or its right, title or interest herein, several without the counterparts paconsent of Company. Subject to the foregoing, this Agreemenl shall be binding upon and inure to the benefit of the parties' respective successors and assigns. No lettuce or delay by the Company in enforcing any right or exercising any remedy under this Agreement shall be deemed to De a waiver by the Company of any right or remedy. 19. Equal EmPloymont Opportunity/Affirmative Action Clause. Company is a federal contractor That complies fully with Executive Order 11246. as amended, and the applicable regulations contained th 41 Cli R. Parts 60-1 through 60.60. 29 U.S C. Section 793 and the apphallo regulations contained in 41 C.F.R Pan A to subpart and 3 A. U.g r Section 4212 and the applicable regulations contained ,n 41 C F R Part 60.250 Executive Order 13496 and Section 29 CFR 471. appendix A to subpart A, regarding the notice le employee rights In the United Slates find with Canadian Charter of Rights and Freedoms Schedule B to the Canada Ad 1962 (U K) 1987., c 11 and applicable Prov rival Human Rights Codes and emp'Oyth C lawIn Canada all U.S. Government Services. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge lhal all items or services ordered and delivered under this Agreement are Comme•cial items as defined under Part 12 of the Federal Acquisition Regulation (FAR) In Particular Company agrees 10 be bound only by those Federal contracting clauses that apply to 'commercial' suppliers and that are contained it FAR 52 212. 5(e)(1) Company complies with 52 219.8 or 52 219.9 in Its service and installation contracting business The following provision applies only to Indirect andalo sales by Company to the US Government. As a Commercial item Subcontractor, Company accepts only the follow r 8, 52.222.26: 52.222-35: 52 222-36: 52.222-39. 52.247.64 If the Services are in connection with a U.S Government contract, Customer ry now down cenih srithat it has provided and g o provide wricialrent. accurate. and compiele information, representations, and certifications to all the contracting Officer and a.Ticials OI the Small Business Administration, on all matters related to the prime contract, including but not fimitad loan aspects a 4s government officials, including but not limited Ip ownership, eligibility, and performance. Anything herein notvrilhslanding, Company will have no obligations to Customer unless and until Customer provides Company welh a true, Conany g and complete Official ref te copy of the prime conlracl Upon request. Customer well provide Copies to Company of all requested written communications viiU any government official related t0 the prime contract prior to or concurrent with the execution thereof, including but not limited to any COmmun,calions related l0 Customer's ownership, eltgiblFly, or performance of the prime contract. Customer will obtain written authorization and approval from Company prior r providing any government official any information about Company's performance of the Services that are the subject of the Proposal or this Agreement. other Than the Proposal or This Agreement 21. limited Waiver of Sovereign Immufilly. If Customer is an Indian tribe (In the U S.) or a First Nation or Band Council (in Canada), Customer, whether acting in its capacity as a government, governmental entity, a duly Organized corporate entity Or otherwise, for itself and for its agents, successors. and ass:gns. (1) hereby provides this limited waiver or its sovereign immunity as to any damages, claims. lawsuit. or cause of action (herein 'Action') brought against Customer by Company and arising Or alleged to arise out of the furnishing by Company of any product or service tinder this Agreement, whether such Action is based in conlracl, ton, strict [,ability. Civil liability of any other legal theory, (2) agrees that jurisdiction and venue for any such Action shalt be proper and valid (a) ,f Cus!omer is fin the U S , in any stale or United Slates court located in the state in which Company is performing this Agreement or (b) if Customer is In Canada, In the Superior court Of the province or lemtory In which the work was Performed; (3) expressly consents to such Action, and waives any objection to jurisdiction or venue. (4) waives any fequifemenl of exhaustion of tribal court or administrative remedies for any Action arising out o! or related to this Agreement, and (5) expressly acknowledges and agrees Iha! Company is not subject to the jurisdiction of Customer's tribal court or any similar el at forum, that Customer unit not bring any action against Company in tnbal noun, and that Customer will not avail itself of any ruling or dueclion of the Inbal court Permitting or directing it to suspend its Payment or other obligations under this Agreement The Individual Signincl on behalf of Customer warrants and represents that such individual is duly authorized 10 provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and accordance with its terms legally binding obligation of Customer, enforceable In �?AN= rECMHOLOGIE$ 1-26.130-7 (1024) Supersedes 1-26.130-7 (0724) Page 7 of 10 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Inrom-lation of Trane U.S. Inc. Q Packet Pg. 87 2.3.b Edmonds Public Safety - SA 2025 Proposal ID: 8052480 SECURITY ADDENDUM This Addndumon and use Trane equipmen and the e and provision of services.e Trane" shallmeanmeanlTraane U.S. c Ifor salesaatnnd services of he United S at st or Trane ClTrane hall Canada ULC for sales and services in Canada 1 Definitions. All terms used in this Addendum shall have the meaning specified in the Agreement unless otherwise defined herein For the purposes of this Addendum, the following terms are defined as follows: "Customer Data" means Customer account information as related to the Services only and does not include HVAC Machine Data or personal data. Trane does not require, nor shall Customer provide personal data to Trane under the Agreement. Such data is not required for Trane to provide its Equipment and/or Services to the Customer. "Equipment" shall have the meaning set forth in the Agreement. "HVAC Machine Data" means data generated and collected from the product or furnished service without manual entry. HVAC Machine Data is data relating to the physical measurements and operating conditions of a HVAC system, such as but not limited to, temperatures, humidity, pressure, HVAC equipment status. HVAC Machine Data does not include Personal Data and, for the purposes of this agreement, the names of users of Trane's controls products or hosted applications shall not be Personal Data, if any such user chooses to use his/her name(s) in the created accounts within the controls product (e.g., firstname.lastname@address.com). HVAC Machine Data may be used by Trane (a) to provide better support services and/or products to users of its products and services; (b) to assess compliance with Trane terms and conditions: (c) for statistical or other analysis of the collective characteristics and behaviors of product and services users; (d) to backup user and other data or information and/or provide remote support and/or restoration; (e) to provide or undertake: engineering analysis. failure analysis: warranty analysis; energy analysis, predictive analysis: service analysis; product usage analysis. and/or other desirable analysis, including, but not limited to. histories or trends of any of the foregoing; and (f) to otherwise understand and respond to the needs of users of the product or furnished service. "Personal Data" means data and/or information that is owned or controlled by Customer, and that names or identifies, or is about a natural Person, such as (i) data that is explicitly defined as a regulated category of data under any data privacy laws applicable to Customer, (ii) non-public personal information (' NPI") or personal information ("PI"), such as national identification number, passport number, social security number, social insurance number, or driver's license number, (iii) health or medical information, such as insurance information, medical prognosis, diagnosis information, or genetic information; (iv) financial information, such as a policy number, credit card number, and/or bank account number: (v) personally identifying technical information (whether transmitted or stored in cookies, devices, or otherwise), such as IP address, MAC address, device identifier, International Mobile Equipment Identifier (-IMEI"), or advertising identifier. (vi) biometric information, and/or (vii) sensitive personal data, such as, race, religion, marital status, disability, gender, sexual orientation, geolocation, or mother's maiden name. "Security Incident" shall refer to (i) a compromise of any network, system, application or data in which Customer Data has been accessed or acquired by an unauthorized third party: (ii) any situation where Trane reasonably suspects that such compromise may have occurred, or (iii) any actual or reasonably suspected unauthorized or illegal Processing, loss, use, disclosure or acquisition of or access to any Customer Data. "Services" shall have the meaning set forth in the Agreement. 2, HVAC Machine Data Access to Customer Extranet and Third Party Systems. If Customer grants Trane access to HVAC Machine Data via web portals or other non-public websiles or extranet services on Customer's or a third party's website or system (each, an "Extranet"), Trane will comply with the following: a. Accounts. Trane will ensure that Trane's personnel use only the Extranet account(s) designated by Customer and will require Trane personnel to keep their access credentials confidential. b. Systems. Trane will access the Extranet only through computing or processing systems or applications running operating systems managed by Trane that include (i) system network firewalls; (ii) centralized patch management: (iii) operating system appropriate anti-maiware software, and (iv) for portable devices, full disk encryption. c. Restrictions. Unless otherwise approved by Customer in writing, Trane will not download, mirror or permanently store any HVAC Machine Data from any Extranet on any medium, including any machines, devices or servers. d. Account Termination Trane will terminate the account of each of Trane's personnel in accordance with Trane's standard practices after any specific Trane personnel who has been authorized to access any Extranel (1) no longer needs access to HVAC Machine Data or (2) no longer qualifies as Trane personnel (e.g., the individual leaves Trane's employment). e. Third Party Systems. Trane will provide Customer prior notice before it uses any third party system that stores or may otherwise have access to HVAC Machine Data, unless (1) the data is encrypted and (2) the third party system will not have access to the decryption key or unencrypted "plain text" versions of the HVAC Machine Data. A N _ Page 8 of 10 © 2025 Trane Technologies All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. TELY. NO LOG I ES_ Packet Pg. 88 2.3.b Edmonds Public Safety - SA 2025 ProposalID 8052480 3. Customer Data Confidentiality. Trane shall keep confidential, and shall not access or use any Customer Data and information that is marked confidential or by its nature is considered confidential ("Customer Confidential Information") other than for the purpose of providing the Equipment and Services, and will disclose Customer Confidential Information Only: (i) to Trane's employees and agents who have a need to know to perform the Services, II as expressly permitted or instructed by Customer, or (iIi) to the minimum extent required to comply t( ) provides Customer with prompt written notice prior to any such disclosure and cooperate w thaw. ProvidedICTrane (1) ustomer to limit or prevent such disclosure. 4. Customer Data Com fiance with Laws. Trane agrees to comply with laws, regulations governmental requirements and industry Laws' ). standards and practices relating to Trane's processing of Customer Confidential Information (collectively, 5. Customer Data Information Secunt Management. Trane agrees to establish and maintain an information security and privacy program, consistent with applicable HVAC equipment industry practices that complies will) this Addendum and applicable Laws ('Information Security Program'). The Information Security Program shall include appropriate physical, technical and administrative safeguards, including any safeguards and controls agreed by the Parties in writing, sufficient to protect Customer systems, and Customer's Confidential Information from unauthorized access, destruction, use, modification or disclosure. The Information Security Program shall include appropriate, ongoing training and awareness programs designed to ensure that Trane's employees and agents, and others acting on Trane's, behalf are aware of and comply with the Information Security Program's policies, procedures, and protocols. 6. Monitoring Trane shall monitor and, at regular intervals consistent with HVAC equipment industry practices, test and evaluate the effectiveness of its Information Security Program. Trane shall evaluate and promptly adjust its Information Security Program in tight of the results of the testing and monitoring, any material changes to its operations or business arrangements, or any other facts or circumstances that Trane knows or reasonably should know may have a material impact on the security of Customer Confidential Information, Customer systems and Customer property. 7. Audits. Customer acknowledges and agrees that the Trane SOC2 audit report will be used to satisfy any and all audittinspection requests/requirements by or on behalf of Customer. Trane will make its SOC2 audit report available to Customer upon request and with a signed nondisclosure agreement. 8, Information Security Contact. Trane's information security contact is Local Sales Office. 9. Security Incident Management. Trane shall notify Customer after the confirmation of a Security Incident that affects Customer Confidential Information, Customer systems and Customer property The written notice shall summarize the nature and scope of the Security Incident and the corrective action already taken or planned. 10. Threat and Vulnerability Management. Trane regularly performs vulnerability scans and addresses detected vulnerabilities on a risk basis Periodically, Trane engages third -parties to perform network vulnerability assessments and penetration testing. Vulnerabilities will be reported in accordance with Trane's cybersecurity vulnerability reported process. Trane periodically provides security updates and software upgrades. 11. Security Training and Awareness. New employees are required to complete security training as part of the new hire process and receive annual and targeted training (as needed and appropriate to their role) thereafter to help maintain compliance with Security Policies, as well as other corporate policies, such as the Trane Code of Conduct. This Includes requiring Trane employees to annually re -acknowledge the Code of Conduct and other Trane policies as appropriate. Trane conducts periodic security awareness campaigns to educate personnel about their responsibilities and provide guidance to create and maintain a secure workplace. 12. Secure Disposal Policies. Trane will maintain policies, processes, and procedures regarding the disposal of tangible and Intangible property containing Customer Confidential Information so that wherever possible, Customer Confidential Information cannot be practicably read or reconstructed 13 Logical Access Controls. Trane employs internal monitoring and logging technology to help detect and prevent unauthorized access attempts to Trane's corporate networks and production systems. Trane's monitoring includes a review of changes affecting systems' handling authentication, authorization, and auditing, and privileged access to Trane production systems. Trane uses the principle of 'least privilege" (meaning access denied unless specifically granted) for access to customer data. 14. Contingency Planning/Disaster Recover. Trane will implement policies and procedures required to respond to an emergency or other occurrence (i.e. fire, vandalism, system failure, natural disaster) that could damage Customer Data or any system that contains Customer Data. Procedures include the following (i) Data backups; and (H) Formal disaster recovery plan. Such disaster recovery plan is tested at least annually. THAN= TECHNDLOGIES Page 9 of 10 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. Packet Pg. 89 2.3.b Edmonds Public Safety - SA 2025 Proposal ID: 8052480 15. Return of Customer Data If Trane is responsible for storing or receiving Customer Data, Trane shall, at Customer's sole discretion, deliver Customer Data to Customer in its preferred format within a commercially reasonable period of time following the expiration or earlier termination of the Agreement or, such earlier tnme as Customemedia frarequests, s's Data destroy or render unreadable or undecipherable each and every original and copy in Trane's possession, custody or control no later than 190 days] after receipt of Customer's written instructions directing Trane to delete the Customer Data. e steps to ensure the lity of ts employees or other sonnel having 16. accessoTne to the Cu to erraDatah including ng the conl take ducting luct ng o appropriate background and/or verification checks in accordance with Trane policies. 17. DISCLAIMER OF WARRANTIES. EXCEPT FOR ANY APPLICABLE WARRANTIES IN THE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS". WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT AS TO SUCH SERVICES SHALL BE WITH CUSTOMER. TRANE DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. OR THAT THE SERVICES WILL OPERATE ERROR -FREE OR UNINTERRUPTED OR RETURN/RESPONSE TO INQUIRIES WITHIN ANY SPECIFIC PERIOD OF TIME. October 2024 Supersedes: November 2023v2 Page 10 of 10 © 2025 Trane Technologies. All Rights Reserved. 1 R ^ N = Confidential and Proprietary Information of Trane U.S. Inc. rE GM NO LOO I ES' Packet Pg. 90 2.4 City Council Agenda Item Meeting Date: 04/1/2025 AWC Energy Audit Grant Award and Audit Service Agreement Staff Lead: Phil Williams Department: Public Works & Utilities Preparer: Royce Napolitino Background/History Washington Clean Building Act (HB 1257, signed into law in 2019) mandates energy performance standards for existing commercial buildings, measurement and verification(M&V) for new energy usage standards start in 2026 for the largest buildings. Compliance for City of Edmonds buildings will begin in 2028 through 2030. Currently there is an early adoption incentive that being sought for buildings with measured and verified Energy Usage Intensity (EUI) in compliance with the new standards. The city has sought funding and energy auditing services for our existing buildings that will need to have verified compliance in the near future. Staff Recommendation At this time, the Public Works Director recommends that City of Edmonds accept the AWC Energy Audit (zero match) Grant award for $55,808.00 and Energy Auditing services proposal/PSA to conduct energy auditing services in the 60-day grant completion window May 31, 2025 deadline at City Hall, Public Safety and Public Works. Narrative AWC has re -advertised in January 2025 for grant funding availability for existing government building energy auditing work scope to aid government in supporting measurement and verification of HB1257, know as the Clean Buildings Act. The Grant application was created by city staff supported by the City's Department of Commerce Certified Energy Services Contractor, McKinstry. One of the key components for compliance with HB 1257 is up to date energy audit information in support of an accurate and verifiable EUI for each building. The 60-day grant window required a joint effort to apply and contract for auditing services to be applied for in unison. With a zero match award there was no risk to the City or the ESCO contractor if the grant award was not issued. City Hall, Public Safety and Public Works will need to be in verifiable compliance with HB 1257 beginning 6/1/2028, should these buildings be in compliance at an earlier date there is the potential to receive early adoption credit from the state. Our goal is to have verifiable M&V data, updated EUI scores and supporting documentation for each of our required building by end of FY 2025. Attachments: 2025 Professional Services Agreement McKinstry Energy Audit AWC Grant (with SEC edits - redline) 3.21.2025 AWC Grant Cert of Assurance AWC Grant Packet Pg. 91 2.4 AWC Subgrant Agreement Exhibit A - McKinstry PSA 2025 Energy Audit 3.21.2025 Packet Pg. 92 2.4.a CITY OF EDMONDS MIKE ROSEN MAYOR Q 121 5T" AVENUE NORTH • EDMONDS, WA 98020 - 425-771-0220 - FAX 425-672-5750 Website: www.edmondswa.gov C1 L W U PROFESSIONAL SERVICES AGREEMENT a THIS AGREEMENT ("Agreement") is made and entered into between the City of Edmonds, hereinafter referred to as the "City," and McKinstry Essention, LLC, hereinafter referred to as the "Consultant." WHEREAS, the City desires to engage the professional services and assistance of a consulting firm to provide Energy Audit services for the AWC Energy Audit Grant Award project (the "Project"); and WHEREAS, the Consultant has the necessary skills and experience, and desires to provide such services to the City; NOW, THEREFORE, in consideration of the mutual benefits accruing, it is agreed by and between the parties hereto as follows: 1. Scope of work. The scope of work shall include all services and material necessary to accomplish the above mentioned objectives in accordance with the Scope of Work that is marked as Exhibit A, attached hereto and incorporated herein by this reference. 2. Payments. The Consultant shall be paid by the City for completed work for services rendered under this Agreement as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment and incidentals necessary to complete the work. A. Payment for work accomplished under the terms of this Agreement shall be on a time and expense basis as set forth in Exhibit A; provided, in no event shall the payment for work performed pursuant to this Agreement exceed the sum of FIFTY SIX THOUSAND DOLLARS ($56,000.00). B. All vouchers shall be submitted by the Consultant to the City for payment pursuant to the terms of this Agreement. The City shall pay the appropriate amount for each voucher to the Consultant. The Consultant may submit vouchers to the City monthly during the progress of the work for payment of completed phases of the project. Billings shall be reviewed in conjunction with the City's warrant process. No billing shall be considered for payment that has not been submitted to the City three (3) days prior to the scheduled cut-off date. Such late vouchers will be checked by the City and payment will be made in the next regular payment cycle. C. The costs records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City for a period of three (3) years after final payment. Copies shall be made available upon request. 1 Packet Pg. 93 2.4.a 3. Ownership and use of documents. All research, tests, surveys, preliminary data, reports, and any and all other work product prepared or gathered by the Consultant in preparation a for the services rendered by the Consultant under this Agreement shall be and are the property of the Consultant, provided, however, that: w A. All final reports, presentations, documentation and testimony prepared by � the Consultant shall become the property of the City upon their presentation to and acceptance by g the City and shall at that date become the property of the City. N B. The City shall have the right, upon reasonable request, to inspect, review and copy any work product during normal office hours. Documents prepared under this Agreement and in the possession of the Consultant may be subject to public records request and release under Chapter 42.56 RCW. C. In the event that the Consultant shall default on this Agreement, or in the event that this Agreement shall be terminated prior to its completion as herein provided, the work product of the Consultant, along with a summary of work done to date of default or termination, shall become the property of the City and tender of the work product and summary shall be a prerequisite to final payment under this Agreement. The summary of work done shall be prepared at no additional cost. 4. Time of performance. The Consultant shall perform the work authorized by this Agreement promptly in accordance with the receipt of the required governmental approvals. 5. Indemnification / Hold harmless agreement. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses, demands, or suits at law or equity arising from the acts, errors or omissions of the Consultant in the 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. The Consultant shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The Consultant specifically assumes potential liability for actions brought by the Consultant's own employees against the City and, solely for the purpose of this indemnification and defense, the Consultant specifically waives any immunity under the state industrial insurance law, Title 51 RCW. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 6. General and professional liability insurance. The Consultant shall obtain and keep in force during the term of this Agreement, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Packet Pg. 94 2.4.a Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the State. B. Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall be written with limits no less than one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. D. Professional liability insurance in the amount of one million dollars ($1,000,000). Excepting the Worker's Compensation Insurance and Professional Liability Insurance secured by the Consultant, the City will be named on all policies as an additional insured. The Consultant shall furnish the City with verification of insurance and endorsements required by the Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The Consultant shall submit a verification of insurance as outlined above within fourteen days of the execution of this Agreement to the City. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the City. The Consultant's professional liability to the City shall be limited to the amount payable under this Agreement or one million dollars ($1,000,000), whichever is the greater, unless modified elsewhere in this Agreement. In no case shall the Consultant's professional liability to third parties be limited in any way. 7. Discrimination prohibited. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, national origin, age, sex, sexual orientation, marital status, veteran status, liability for service in the armed forces of the United States, disability, or the presence of any sensory, mental or physical handicap, or any other protected class status, unless based upon a bona fide occupational qualification. 8. Consultant is an independent contractor. The parties intend that an independent contractor relationship will be created by this Agreement. No agent, employee or representative of the Consultant shall be deemed to be an agent, employee or representative of the City for any purpose. The Consultant shall be solely responsible for all acts of its agents, employees, representatives and subcontractors during the performance of this Agreement. 9. City approval of work and relationships. Notwithstanding the Consultant's status as an independent contractor, results of the work performed pursuant to this Agreement must meet the approval of the City. During pendency of this Agreement, the Consultant shall not perform work for any party with respect to any property located within the City of Edmonds or for any project subject to the administrative or quasijudicial review of the City without written notification to the City and the City's prior written consent. 10. Termination. This being an Agreement for professional services, either party may terminate this Agreement for any reason upon giving the other party written notice of such termination no fewer than ten (10) days in advance of the effective date of said termination. Payment under this Agreement is subject to the appropriation of funds for these purposes. In the U a Packet Pg. 95 2.4.a event funds are not appropriated, the City reserves the right to terminate this Agreement effective immediately and shall provide the Consultant with written notice of immediate termination. a 11. Integration. The Agreement between the parties shall consist of this document, its Appendices 1 & 2, and the Scope of Work and fee schedule attached hereto as Exhibit A. These w writings constitute the entire Agreement of the parties and shall not be amended except by a writing � executed by both parties. In the event of any conflict between this written Agreement and any g provision of Exhibit A, this Agreement shall control. N 12. Changes/Additional Work. The City may engage the Consultant to perform services in addition to those listed in this Agreement, and the Consultant will be entitled to additional compensation for authorized additional services or materials. The City shall not be liable for additional compensation until and unless any and all additional work and compensation is approved in advance in writing and signed by both parties to this Agreement. If conditions are encountered which are not anticipated in the Scope of Work, the City understands that a revision to the Scope of Work and fees may be required. Provided, however, that nothing in this paragraph shall be interpreted to obligate the Consultant to render services, or the City to pay for services rendered, in excess of the Scope of Work in Exhibit A unless or until an amendment to this Agreement is approved in writing by both parties. 13. Standard of Care. The Consultant represents that the Consultant has the necessary knowledge, skill and experience to perform services required by this Agreement. The Consultant and any persons employed by the Consultant shall use their best efforts to perform the work in a professional manner consistent with sound practices, in accordance with the schedules herein and in accordance with the usual and customary professional care required for services of the type described in the Scope of Work. 14. Non -waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 15. Non -assignable. The services to be provided by the Consultant shall not be assigned or subcontracted without the express written consent of the City. 16. Covenant against contingent fees. The Consultant warrants that he/she/they has/have not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that he/she/they has/have not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award of making of this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 17. Compliance with laws. The Consultant in the performance of this Agreement shall comply with all applicable Federal, State or local laws and ordinances, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards or criteria as described in the Agreement to assure quality of services. Because this Agreement is subject to federal nondiscrimination laws, the Consultant Packet Pg. 96 2.4.a agrees that the provisions of Appendices 1 & 2, attached hereto and incorporated herein by this reference, apply to this Agreement. a The Consultant specifically agrees to pay any applicable business and occupation (B & O) taxes 0 which may be due on account of this Agreement. w U 18. Notices. Notices to the City of Edmonds shall be sent to the following address: a Ln City of Edmonds o IN 7110 210" Street SW Edmonds, WA 98026 Notices to the Consultant shall be sent to the following address: McKinstry Essention, LLC PO Box 24567 Seattle, WA 98124 Receipt of any notice shall be deemed effective three (3) days after deposit of written notice in the U.S. mails, with proper postage and properly addressed. DATED THIS day of CITY OF EDMONDS Phil Williams, Interim Director Public Works & Utilities Department APPROVED AS TO FORM: Office of the City Attorney 2025. MCKINSTRY ESSENTION, LLC (Printed Name and Title) Packet Pg. 97 2.4.a STATE OF WASHINGTON ) )ss COUNTY OF KING ) On this day of 2025, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the person who executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said person, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. WITNESS my hand and official seal hereto affixed the day and year first above written. NOTARY PUBLIC My commission expires: U a Packet Pg. 98 2.4.a w+ d U w t �3 c 'L^ V U Q Q L W Y v C a) E d d L Q N d ci d U) 70 C O N a) O L a LO N O N C a) E t V f6 r� r� Q Packet Pg. 99 2.4.b Certificate of Assurance I/we make the following assurance as a required element of my/our application, understanding that the truthfulness of the facts affirmed here and the continuing compliance with these requirements are conditions precedent to the award or continuation of the related contract: 1. I/we declare that all answers and statements made in the application are true and correct. 2. I/we agree that submission of the attached application constitutes acceptance of the solicitation contents and the sample contract and general terms and conditions. If there are any exceptions to these terms, I/we have described those exceptions in detail on a page attached to this document. I/we have reviewed the sample contract and general terms and conditions and I/we (check one): ❑ submit proposed contract edits, attached to this form. ❑ submit no proposed contract edits. (default if neither box is checked) On behalf of the organization submitting this application, my signature below attests to the accuracy of the above statements as well as my authority to bind this organization. Signature Printed name and title Phil Williams Interim Public Works and Utilities Director Edmonds, WA 2/27/2025 Date Packet Pg. 100 2.4.c AWC Energy Audit Grant Program Request for applications (RFA) Response due date: September 13, 2024, through January 31, 2025 Eligibility: Washington cities and towns that own Tier 1 and Tier 2 covered buildings. Funding source and method: State funding administered through the Dept. of Commerce. Payments will be made on a reimbursement basis for deliverables accepted. RFA contents: 1. Purpose and background Pg. 2 2. Qualifications Pg 3 3. Funding Pg 3 4. Steps and timeframe Pg. 3 5. Application Pg 4 6. Evaluation and contract award Pg. 4 7. Audit requirements Pg 4 8. Reporting requirements Pg 5 9. General terms and conditions Pg 6 10. Contact information Pg 8 Packet Pg. 101 2.4.c Purpose and background The Association of Washington Cities (AWC) is initiating this Request for Applications (RFA) to solicit proposals from cities interested in grant funding for energy audits of city -owned Tier 1 and Tier 2 buildings by qualified energy auditors. The purpose of the grant funding is twofold: • To assist cities who own Tier 1 and Tier 2 covered buildings in completing energy audits. • To collect data on the costs for cities to comply with the state's Clean Buildings Performance Standard (CBPS). The Clean Buildings Law was passed in the 2019 legislative session and requires all covered commercial buildings in Washington to comply with the State Energy Performance Standard. This law intends to reduce greenhouse gas emissions and energy consumption in covered large commercial buildings. Mandatory compliance with the standard is sorted by building size. Tier 1 buildings Tier 2 buildings Commercial buildings greater than 50,000 sq. ft. Commercial buildings 20,000 to 50,000 sq. ft. and multifamily residential buildings greater than 20,000 square feet. Benchmarking, energy management plan and Benchmarking, energy management plan and operations and maintenance program requirements in operations and maintenance program requirements addition to meeting the investment criteria or energy of the CBPS. use intensity target performance metrics of the CBPS. Mandatory reporting July 1, 2027 Mandatory compliance begins June 1 of: • 2026 for 220,000+ sq. ft. • 2027 for 90,000+ sq. ft. • 2028 for 50,000+ sq. ft. Rules are established and can be found in WAC 194- Rules are established and can be found in WAC 194- 50 1 50 See the Clean Buildings Performance Standard webpage for more details about compliance and deadlines. A "Tier 1 covered building" means a building where the sum of nonresidential, hotel, motel, and dormitory floor areas exceed 50,000 gross square feet, excluding the parking garage area. A "Tier 2 covered building" means a building where the sum of multifamily residential, nonresidential, hotel, motel, and dormitory floor areas exceeds 20,000 gross square feet, but does not exceed 50,000 gross square feet, excluding the parking garage area. Tier 2 covered buildings also include multifamily residential buildings where floor areas are equal to or exceed 50,000 gross square feet, excluding the parking garage area. 2023-25 Supplemental Capital Budget proviso: $4, 000, 000 of the appropriation in this section is provided solely for the association of Washington cities to provide funding for energy audits on city -owned tier 1 and tier 2 covered buildings and collect and manage data on the costs for cities to comply with the requirements of RCW 19.27A.210 and 19.27A.250. (a) The association of Washington cities may award grants to cities with qualifying buildings to assess current energy performance and determine the approximate costs of facility and system upgrades to meet state energy performance standards in chapter 19.27A RCW. (b) The association of Washington cities shall submit to the appropriate committees of the legislature no later than December 31, 2025, a report detailing the current energy performance of each city- owned tier 1 and tier 2 building for which an energy audit was completed with the funding provided in this subsection (5), and an estimate of the costs for bringing each building into compliance with the state energy perfonnance standards in chapter 19.27 RCW. OA Packet Pg. 102 2.4.c (c) Up to 12 percent of the amount of the grants awarded in (a) of this subsection may be retained by the association of Washington cities for administrative costs. Qualifications Applicant qualifications • Cities and towns that own Tier 1 or Tier 2 covered buildings. See background section for definition of a covered building. Project qualifications • Projects must be located in existing buildings owned by an eligible applicant located in Washington State. • The auditor must be a qualified energy auditor, per Commerce's specifications. • Audits must be completed by May 16, 2025. Funding AWC will fully or partially fund eligible Tier 1 and Tier 2 buildings, based on availability of funding. Funding will be awarded only for the cost of the audit, on a reimbursement basis. AWC will use a scoring rubric to determine awards. View the rubric on the program webpage. Priority will be given to: • Applicants who demonstrate a level of preparedness for compliance with the Clean Buildings Act, such as building assessments, planning, and budgeting. • Buildings that do not qualify for an exemption to the CBPS. Cities who have contracted for an energy audit between July 1, 2024, and the publication of this RFA may apply for the grant, provided they can meet the reporting requirements specified below. Cities who have conducted an energy audit prior to July 1, 2024, are not eligible for this funding. Steps and timeframe 1. City determines the need for an audit of one or more covered buildings. 2. City obtains an audit proposal from a "qualified person" (see Qualifications section for definition) and negotiates the cost of the energy audit. If City has a "qualified person" on staff, they may complete the audit proposal. 3. City applies to AWC for grant funding to cover the cost of the audit. 4. AWC announces "apparent successful applicant"; city enters into a subgrant agreement with AWC. 5. City contracts with auditor or completes the audit in house by a "qualified person" on staff. If contracting out: a. Auditor conducts the audit and submits required reporting to the city. b. City pays the auditor. 6. City submits required reports and invoice for services to AWC with a request for reimbursement. AWC recommends that cities with Tier 1 buildings follow Commerce's Early Adopter Incentive Program process, to ensure compliance with the CBPS. Estimated schedule AWC hosts online information session August 28, 2024 AWC Issues request for applications September 13, 2024 Applications due (contingent on available funding) Open September 13, 2024, through January 31, 2025 Application evaluation On oin Notification of "apparent successful applicant" Within six weeks from application submission Audits conducted OngoingOlilngoing until May 16, 2025 Required reporting and invoice due to AWC Within three months from award notice unless award notice is given less than three months from May 16, 2025. Then the audit report and invoice are due to AWC no later than May 16, 2025. 3 Packet Pg. 103 2.4.c Application AWC will accept applications on a rolling basis, between Sept. 13, 2024, and January 31, 2025. Application components: 1. Completed application form 2. A proposed audit scope of work, including: a. The systems to be evaluated b. The level of audit to be conducted c. The timeline to completion d. The cost, per building, to conduct the energy audit e. For Tier 1 buildings: the chosen compliance (EUIt or investment criteria) 3. Certification of assurance a. The form must have a signature of the individual within the organization authorized to bind the organization to the offer. Applications must be submitted electronically via the program webpage, along with the required documentation (i.e. audit scope of work and certification of assurance). Contact awcenergyauditgrant(a)awcnet.org with questions or requests for support. Evaluation and contract award Applications will be reviewed and qualified applications will be awarded as they are received until funding is exhausted. AWC will fully or partially fund eligible Tier 1 and Tier 2 buildings, based on availability of funding. Funding will be awarded only for the cost of the audit, on a reimbursement basis. AWC will use a scoring rubric to determine awards. View the rubric on the program webpage. Applicants will receive "apparent successful applicant" notification within six weeks of applying. Audit requirements The energy audit must analyze energy efficiency measures (EEMs) for systems such as lighting, HVAC equipment, building envelope, steam, chilled water, hot water systems, building controls, energy generation and distribution, and other energy consuming systems. The audit will contain a detailed analysis of the existing systems. The audit will include an evaluation of the economic performance and investment value of the EEMs (payback calculation and/or LCCA), which will meet the requirements of the CBPS. • The auditor must be a qualified energy auditor, per Commerce's specifications: o A person acting as the auditor of record, having training, expertise, and three years professional experience in building energy auditing, and any one of the following: ■ A licensed professional architect or engineer ■ A Building Energy Assessment Professional (BEAP) certified by the American Society of Heating, Refrigerating and Air -Conditioning Engineers (ASHRAE) • A Certified Energy Auditor (CEA) certified by the Association of ■ Energy Engineers (AEE) • The auditor must complete an energy audit in accordance with Section 8 of the Washington State CBPS. The audit must: o Include an audit summary in accordance with Normative Annex Z6.4 Form D of the Washington State CBPS. o Verify energy savings calculations of each EEM. o Verify that the combined savings of multiple EEM accounts for interactive effects. o Verify individual EEM costs evaluated by the energy audit. o Certify that the energy savings of the package of EEMs meets or exceeds projected energy savings in accordance with Section 9 of the CBPS. o For Tier 1 buildings that will not meet the EUlt and will be pursuing compliance through the investment criteria, the energy audit shall be an ASHRAE level 2 audit and include a life cycle cost analysis of all evaluated EEMs in accordance with Normative Annex X of the CBPS. 4 Packet Pg. 104 2.4.c o For Tier 1 buildings, the audit will identify opportunities for EEMs that, if implemented, would either meet the EUlt for the building or meet the investment criteria requirements of Normative Annex X of the CBPS. The auditor must complete a building improvement plan that includes: o A description of each Tier 1 or Tier 2 covered building and the building's systems including the physical address, building owner authorized representative name and contact information, and, for Tier 1 buildings, the CBPS Building ID. o The baseline energy consumption for each facility, including the data, methodology and variables used to compute the baseline, and the baseline calendar period. The calendar period must not be shorter than twelve consecutive months and shall be from within the previous 2 years prior to the energy audit. o Recommendations for replacement of existing equipment, along with recommendations for improvements to existing equipment and operating conditions (EEMs). o For Tier 1 buildings, the recommended EEMs to be installed in order to achieve compliance with the EUlt or if complying through the investment criteria. • The auditor shall check with the utility provider and provide rebate recommendations that align with identified EEMs. o The standards of comfort and service appropriate for the facility. o The estimated energy savings and energy cost savings that are expected from the installation of the energy efficiency equipment, and an explanation of the method or methods used to make the estimate. o The maximum allowable construction cost, itemized in detail. o Energy Use Intensity Calculations (Form C). Energy Star Portfolio Manager account for energy benchmarking, except buildings unable to meet Section 5.2, "Building Energy Monitoring" as referenced in Section Z6.3 of the CBPS. o For Tier 1 buildings, Energy Audit Forms (Form D) (Z6.4.1) and for buildings seeking compliance through the investment criteria, Annex X, Investment Criteria Tool (Form F) (Z6.5). The energy auditor will send the city the finalized audit and the building improvement plan. Reporting requirements Within three months of entering into the subgrant agreement with AWC, the city must submit the following to AWC: Audits of Tier 1 buildings: • Invoice demonstrating payment for the audit • A completed building improvement plan for each building included in the audit, including: o Compliance pathway, if applicable o Performance metric for each building o Estimated cost of meeting the Energy Performance Metric o Estimated cost of developing and implementing an energy management plan, as required by the CBPS o Estimated cost of developing and implementing an operations and maintenance program, as required by the CBPS • A completed Form D Audit Report Audits of Tier 2 buildings: • Invoice demonstrating payment for the audit • A completed building improvement plan for each building included in the audit, including: o The identified EEMs o Range of estimated costs to implement the EEMs o Estimated cost of developing and implementing an energy management plan, as required by the CBPS o Estimated cost of developing and implementing an operations and maintenance program, as required by the CBPS If the grant recipient finds that more than three months is needed to complete the audit and submit the required reporting, an extension may be requested. However, all work must be completed, and reports and reimbursement requests submitted no later than May 16, 2025. 5 Packet Pg. 105 2.4.c General terms and conditions The apparent successful applicant will be expected to enter into a full subgrant agreement with AWC. The agreement template will be available on AWC's program webpage. The applicant may submit proposed edits as allowed in the Certification of Assurance form. AWC will review requested edits and accept or reject the same at its sole discretion. Costs to propose AWC will not be liable for any costs incurred by the applicant in preparation of an application submitted in response to this RFA, in conduct of a presentation, or any other activities related to responding to this RFA No obligation to contract This RFA does not obligate AWC to contract for services specified herein. Rejection of responses AWC reserves the right at its sole discretion to reject any and all applications received without penalty and not to issue a contract as a result of this RFA. Commitment of funds The CEO of AWC or the CEO's delegate are the only individuals who may legally commit AWC to the expenditures of funds for a contract resulting from this RFA. No cost chargeable to the proposed contract may be incurred before receipt of a fully executed contract. Insurance coverage The Subgrantee shall provide insurance coverage as set out in this section or shall provide self-insurance as set forth below. The intent of the required insurance is to protect AWC should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Subgrantee or agents of either, while performing under the terms of the Subgrant. Failure to maintain the required insurance coverage may result in termination of the Subgrant. The insurance required shall be issued by an insurance company authorized to do business within the state of Washington. Except for Professional Liability or Errors and Omissions Insurance, the insurance shall name AWC, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Subgrantee shall provide AWC thirty (30) calendar days' advance notice of any insurance cancellation, non -renewal or modification. The Subgrantee shall submit to AWC within fifteen (15) calendar days of a written request by AWC, a certificate of insurance which outlines the coverage and limits defined in this insurance section. During the term of the Subgrant, if required or requested, the Subgrantee shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required under this section. The Subgrantee shall provide, at AWC's request, copies of insurance instruments or certifications from the insurance issuing agency. The copies or certifications shall show the insurance coverage, the designated beneficiary, who is covered, the amounts, the period of coverage, and that AWC will be provided thirty (30) days' advance written notice of cancellation. The Subgrantee shall provide insurance coverage that shall be maintained in full force and effect during the term of this Subgrant, as follows: Commercial general liability insurance policy. Provide a commercial general liability insurance policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Subgrant activity but no less than $1,000,000 per occurrence. Additionally, the Subgrantee is responsible for ensuring that any Subgrantees provide adequate insurance coverage for the activities arising out of subgrants. 6 Packet Pg. 106 2.4.c Cyber liability insurance. The Subgrantee shall maintain cyber liability insurance. The Subgrantee shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all activities by the Subgrantee and licensed staff employed or under contract to the Subgrant. AWC, its agents, officers, and employees need not be named as additional insureds under this policy. Automobile liability. In the event that performance pursuant to this Subgrant involves the use of vehicles, owned or operated by the Subgrantee, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a combined single limit for bodily injury and property damage. Professional liability, errors and omissions insurance. The Subgrantee shall maintain professional liability or errors and omissions insurance. The Subgrantee shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all activities by the Subgrantee and licensed staff employed or under Subgrant to the Subgrantee. AWC, its agents, officers, and employees need not be named as additional insureds under this policy. Fidelity insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the Subgrantee for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: A. The amount of fidelity coverage secured pursuant to the Subgrant shall be $100,000 or the highest of planned reimbursement for the Subgrant period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall name AWC Commerce as beneficiary. B. Subgrantees that receive $10,000 or more per year in funding through the Subgrant shall secure fidelity insurance as noted above. Fidelity insurance secured by Subgrantees pursuant to this paragraph shall name AWC and Commerce as beneficiary. Self-insurance programs Subgrantees may maintain a program of self-insurance or participate in a property/liability pool with adequate limits to comply with the Subgrant insurance requirements or as is customary to the contractor or Subgrantee's business, operations/industry, and the performance of its respective obligations under the Subgrant. AWC may waive the requirement to be specially named as an additional insured on policies, including public liability and business automobile, provided that the Subgrantee provides: 1. A description of its self-insurance program, and 2. A certificate and/or letter of coverage that outlines coverage limits and deductibles. All self -insured risk management programs or self-insured/liability pools must comply with RCW 48.62, the requirements of the Office of Risk Management and Local Government Self Insurance Program, the Washington State Auditor's reporting requirements and all related federal and state regulations. Subgrantees participating in a joint risk pool shall maintain sufficient documentation to support the aggregate claim liability information reported on the balance sheet. AWC, its agents, and employees need not be named as additional insured under a self -insured property/liability pool, if the pool is prohibited from naming third parties as additional insured. Proprietary information The Subgrantee acknowledges that AWC is subject to chapter 42.56 RCW, the Public Records Act, and AWC acknowledges that the Subgrantee is subject to Chapter 42.56 RCW, the Public Records Act, and that the Subgrant will be a public record as defined in chapter 42.56 RCW. Any specific information that is claimed by the Subgrantee to be Proprietary Information must be clearly identified as such by the Subgrantee. To the extent consistent with chapter 42.56 RCW, AWC will maintain the confidentiality of the Subgrantee's information in its possession that is marked Proprietary. If a public disclosure request is made to view the Subgrantee's Proprietary Information, AWC will notify the Subgrantee of the request and of the date that such records will be released to the requester unless the Subgrantee obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the Subgrantee fails to obtain the court order enjoining disclosure, AWC will release the requested information on the date specified. 7 Packet Pg. 107 2.4.c Climate Commitment Act funding This grant is funded by the Climate Commitment Act (CCA) and administered through the Dept. of Commerce Commerce requires the grantee and subgrantees to agree that any website, announcement, press release, and/or publication (written, visual, or sound) used for media -related activities, publicity, and public outreach issued by or on behalf of the grantee which reference programs or projects funded in whole or in part with Washington's CCA funds under this Subgrant, shall contain the following statement: "The Energy Retrofits and Solar Power for Public Buildings program is supported with funding from Washington's Climate Commitment Act. The CCA supports Washington's climate action efforts by putting cap - and -invest dollars to work reducing climate pollution, creating jobs, and improving public health. Information about the CCA is available at www.climate.wa.gov." The subgrantee must agree to ensure coordinated CCA branding on work completed by or on behalf of the subgrantee. The CCA logo must be used in the following circumstances, consistent with the branding guidelines posted at CCA brand toolkit, including: A. Any project related website or webpage that includes logos from other funding partners; B. Any publication materials that include logos from other funding partners; C. Any on -site signage including pre -during Construction signage and permanent signage at completed project sites; and D. Any equipment purchased with CCA funding through a generally visible decal. Contact information For questions about the grant opportunity, contact Brianna Morin, Legislative & Policy Analyst, at awcenergyauditgrant a awcnet ord or 360-753-4137. For technical assistance related to the performance standard and the energy audit, contact the Clean Buildings team at Dept. of Commerce. • Submit a request online using the CBPS Customer Support Form or • Email buildings(cDcommerce.wa.gov or • Call360-725-3105 E:3 Packet Pg. 108 Docusign Envelope ID: D2A39712-B854-4D1C-85D5-2CO28CECD823 2.4.d o iF %of ( U111111(•1Y'C Subgrant Agreement with City of Edmonds through AWC Energy Audit Grant Program Subgrant Number: EAG25-15 For Energy Audits of City -owned Buildings FUNDED BY WASHINGTON'S The Energy Retrofits and Solar Power for Public Buildings program is CLIMATE 40 supported with funding from Washington's Climate Commitment Act. The CCA COMMITMENT supports Washington's climate action efforts by putting cap -and -invest dollars to work reducing climate pollution, creating jobs, and improving public health. ACT Information about the CCA is available at www.climate.wa.gov. Monday, July 1, 2024 Packet Pg. 109 Docusign Envelope ID: D2A39712-B854-4D1C-85D5-2CO28CECD823 2.4.d Face sheet 1. Subgrantee City of Edmonds 3. Subgrantee Representative Thom Sullivan Facilities Manager Thom.sullivan@edmondswa.gov 5. Subgrant Amount $55,808 8. UBI # 312-000-093 AWC Ene Audit Grant Program 6. Start Date July 1, 2024 Subgrant Number: EAG25-15 2. Subgrantee Doing Business As (as applicable) 4. AWC Representative Brianna Morin Legislative Policy Analyst Briannam@awcnet.org 7. End Date May 31, 2025 9. Subgrant Purpose The purpose of the grant is to: • Assist cities who own Tier 1 and Tier 2 covered buildings in completing energy audits. • Collect data on the costs for cities to comply with the state's Clean Buildings Performance Standard (CBPS). AWC and the Subgrantee, as defined above, acknowledge and accept the terms of this Subgrant and attachments and have executed this Subgrant on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Subgrant are governed by this Subgrant and the following other documents incorporated by reference: Subgrantee General Terms and Conditions including Attachment "A" — Scope of Work; Attachment "B" — Budget & Budget Narrative; Attachment "C" — Reporting Requirements. This Subgrant shall be effective upon signature by both Parties ("Start Date"). The term ("Term") of this Subgrant shall begin on the Start Date and end on the End Date. This Subgrant shall remain in effect until such time as it is terminated as provided herein. FOR SUBGRANTEE V 3E9F993A7C924E0 [APPROVER] Acting Public works Director Date 3/12/2025 FOR AWC Deanna Dawson, CEO Date Page 2 of 17 Packet Pg. 110 2.4.d Docusign Envelope ID: D2A39712-13854-41D1 C-85D5-2CO28CECD823 Special terms and conditions 1. SUBGRANT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Subgrant. The Representative for AWC and their contact information are identified on the Face Sheet of this Subgrant. The Representative for the Subgrantee and their contact information are identified on the Face Sheet of this Subgrant. 2. ACKNOWLEDGEMENT OF CLIMATE COMMITMENT ACT FUNDING This Subgrant is funded through grant funds provided to the AWC from the Washington State Department of Commerce ("Commerce") from Washington's Climate Commitment Act ("CCA") appropriated pursuant to Sec. 1002. 2023 c 474 s 1007, providing funding for 2023-25 Energy Retrofits and Solar Power for Public Buildings to the AWC to fund energy audits on city -owned tier 1 and tier 2 covered buildings and collect and manage data on the costs for cities to comply with the requirements of RCW 19.27A.210 and 19.27A.250. This Subgrant is funded in whole by funds provided to AWC under the CCA pursuant to Commerce Grant Number 24-92601-012, dated July 29, 2024 (the "Commerce Grant"), as a subgrant of the Commerce Grant, Subgrantee agrees that any website, announcement, press release, and/or publication (written, visual, or sound) used for media -related activities, publicity, and public outreach issued by or on behalf of Subgrantee which reference programs or projects funded in whole or in part with Washington's Climate Commitment Act (CCA) funds under this Subgrant, shall contain the following statement: "The Energy Retrofits and Solar Power for Public Buildings program is supported with funding from Washington's Climate Commitment Act. The CCA supports Washington's climate action efforts by putting cap -and -invest dollars to work reducing climate pollution, creating jobs, and improving public health. Information about the CCA is available at www.climate.wa.gov." The Subgrantee agrees to ensure coordinated CCA branding on work completed by or on behalf of the Subgrantee. The CCA logo must be used in the following circumstances, consistent with the branding guidelines posted at CCA brand toolkit, including: A. Any project related website or webpage that includes logos from other funding partners; B. Any publication materials that include logos from other funding partners; C. Any on -site signage including pre- and during Construction signage and permanent signage at completed project sites; and D. Any equipment purchased with CCA funding through a generally visible decal. 3. COMPENSATION Funds under this Subgrant may only be used to pay for eligible services described in the AWC-approved Scope of Work (Attachment A). AWC shall pay, solely from and to the extent of funds received from Commerce under the Commerce Grant, an amount not to exceed $55,808 for the performance of all things necessary for or incidental to the performance of work as set forth in the Scope of Work (Attachment A), within the Budget (Attachment B). Subgrantee's compensation for services rendered shall be based on the terms of the Scope of Work and Budget (Attachment B). If Subgrantee is unable to meet the requirements of this Subgrant for any reason during the Term of the Subgrant, the Subgrantee shall immediately notify AWC to negotiate a revised Scope of Work and Budget subject to AWC's approval. In the event state funds appropriated for the Scope of Work contemplated under this Subgrant are withdrawn, reduced, or limited in any way by the Governor or the Washington State Legislature, the parties hereto shall be bound by any such revised funding limitations as implemented at the discretion of Commerce, and the parties hereto shall meet and renegotiate the Subgrant accordingly. AWC makes no commitment of future support of Subgrantee and assumes no obligation for future support of the Scope of Work except as specifically provided for in this Subgrant. Page 3 of 17 Packet Pg. 111 2.4.d Docusign Envelope ID: D2A39712-B854-4D1C-85D5-2CO28CECD823 4. BILLING PROCEDURES AND PAYMENT AWC will pay Subgrantee upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the Representative for AWC. Final invoices for the state fiscal year ending June 30 may be due sooner; AWC will provide notification of the end of fiscal year due date. The invoice, including any attachments to the invoice, shall describe and document, to AWC's satisfaction, a description of the work performed, the progress of the project, and fees. If Commerce requires any additional detail, including any additional documentation, regarding work performed, progress of the project and fees, Subgrantee shall provide such additional detail and documentation. Each invoice shall include a "Cost Certification" of an Authorized Representative of the Subgrantee that invoiced amounts include only eligible amounts under this Subgrant and that Subgrantee has satisfied all requirements in the Scope of Work due to date. The invoice shall include the Grant Number EAG25-15. If expenses are invoiced, provide a detailed breakdown of each type. A receipt must accompany any single expenses in the amount of $50.00 or more in order to receive reimbursement. Payment shall be considered timely if made by AWC within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Subgrantee. AWC may, in its sole discretion, terminate the Subgrant or withhold payments claimed by the Subgrantee for services rendered if the Subgrantee fails to satisfactorily comply with any term or condition of this Subgrant. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by AWC. Duplication of billed costs The Subgrantee shall not bill AWC for services performed under this Agreement, and AWC shall not pay the Subgrantee, if the Subgrantee is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed costs The Subgrantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subgrantees. AWC may, in its sole discretion, withhold ten percent (10%) from each payment until acceptance by AWC of the final report (or completion of the project, etc.). 5. SUBGRANTEE DATA COLLECTION Subgrantee will submit reports, in a form and format to be provided by AWC, regarding work under this Subgrant performed by subgrantees and the portion of Subgrant funds expended for work performed by subgrantees, including but not necessarily limited to minority -owned, woman -owned, and veteran -owned business subgrantees. "Subgrantees" shall mean subgrantees of any tier. Subgrantee shall provide reports to AWC as set forth in the Reporting Requirements (Attachment C) SUBGRANTEE'S PROPRIETARY INFORMATION The Subgrantee acknowledges that AWC is subject to chapter 42.56 RCW, the Public Records Act, and AWC acknowledges that the Subgrantee is subject to Chapter 42.56 RCW, the Public Records Act, and that this Subgrant will be a public record as defined in chapter 42.56 RCW. Any specific information that is claimed by the Subgrantee to be Proprietary Information must be clearly identified as such by the Subgrantee. To the extent consistent with chapter 42.56 RCW, AWC will maintain the confidentiality of the Subgrantee's information in its possession that is marked Proprietary. If a public disclosure request is made to view the Subgrantee's Proprietary Information, AWC will notify the Subgrantee of the request and of the date that such records will be released to the requester unless the Subgrantee obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the Subgrantee fails to obtain the court order enjoining disclosure, AWC will release the requested information on the date specified. 7. INSURANCE The Subgrantee shall provide insurance coverage as set out in this section or shall provide self-insurance as set forth in Section 8. The intent of the required insurance is to protect AWC should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Subgrantee or agents of Page 4 of 17 Packet Pg. 112 2.4.d Docusign Envelope ID: D2A39712-B854-4D1 C-85D5-2CO28CECD823 either, while performing under the terms of this Subgrant. Failure to maintain the required insurance coverage may result in termination of this Subgrant. The insurance required shall be issued by an insurance company authorized to do business within the state of Washington. Except for Professional Liability or Errors and Omissions Insurance, the insurance shall name AWC, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Subgrantee shall provide AWC thirty (30) calendar days' advance notice of any insurance cancellation, non -renewal or modification. The Subgrantee shall submit to AWC within fifteen (15) calendar days of a written request by AWC, a certificate of insurance which outlines the coverage and limits defined in this insurance section. During the term of the Subgrant, if required or requested, the Subgrantee shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required under this section. The Subgrantee shall provide, at AWC's request, copies of insurance instruments or certifications from the insurance issuing agency. The copies or certifications shall show the insurance coverage, the designated beneficiary, who is covered, the amounts, the period of coverage, and that AWC will be provided thirty (30) days' advance written notice of cancellation. The Subgrantee shall provide insurance coverage that shall be maintained in full force and effect during the term of this Subgrant, as follows: Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Subgrant activity but no less than $1,000,000 per occurrence. Additionally, the Subgrantee is responsible for ensuring that any Subgrantees provide adequate insurance coverage for the activities arising out of subgrants. Cyber Liability Insurance: The Subgrantee shall maintain Cyber Liability Insurance. The Subgrantee shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all activities by the Subgrantee and licensed staff employed or under contract to the Subgrant. AWC, its agents, officers, and employees need not be named as additional insureds under this policy. Automobile Liability. In the event that performance pursuant to this Subgrant involves the use of vehicles, owned or operated by the Subgrantee, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. Professional Liability, Errors and Omissions Insurance. The Subgrantee shall maintain Professional Liability or Errors and Omissions Insurance. The Subgrantee shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all activities by the Subgrantee and licensed staff employed or under Subgrant to the Subgrantee. AWC, its agents, officers, and employees need not be named as additional insureds under this policy. Fidelity Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the Subgrantee for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: A. The amount of fidelity coverage secured pursuant to this Subgrant shall be $100,000 or the highest of planned reimbursement for the Subgrant period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall name AWC Commerce as beneficiary. B. Subgrantees that receive $10,000 or more per year in funding through this Subgrant shall secure fidelity insurance as noted above. Fidelity insurance secured by Subgrantees pursuant to this paragraph shall name AWC and Commerce as beneficiary. 8. SELF-INSURANCE PROGRAMS Subgrantees may maintain a program of self-insurance or participate in a property/liability pool with adequate limits to comply with the Subgrant insurance requirements or as is customary to the contractor or Subgrantee's business, operations/industry, and the performance of its respective obligations under this Subgrant. AWC may waive the requirement to be specially named as an additional insured on policies, including Public Liability and Business Automobile, provided that the Subgrantee provides: (1) a description of its self-insurance program, and Page 5 of 17 Packet Pg. 113 2.4.d Docusign Envelope ID: DM9712-13854-41D1 C-85D5-2CO28CECD823 (2) a certificate and/or letter of coverage that outlines coverage limits and deductibles. All self -insured risk management programs or self-insured/liability pools must comply with RCW 48.62, the requirements of the Office of Risk Management and Local Government Self Insurance Program, the Washington State Auditor's reporting requirements and all related federal and state regulations. Subgrantees participating in a joint risk pool shall maintain sufficient documentation to support the aggregate claim liability information reported on the balance sheet. AWC, its agents, and employees need not be named as additional insured under a self -insured property/liability pool, if the pool is prohibited from naming third parties as additional insured. 9. FRAUD AND OTHER LOSS REPORTING Subgrantee shall report in writing all known or suspected fraud or other loss of any funds or other property furnished under this Subgrant immediately or as soon as practicable to the AWC Representative identified on the Face Sheet. 10.ORDER OF PRECEDENCE In the event of an inconsistency in this Subgrant, the inconsistency shall be resolved by giving precedence in the following order: • Applicable federal and state of Washington statutes and regulations • Special Terms and Conditions • General Terms and Conditions • Attachment A — Scope of Work • Attachment B — Budget • Attachment C — Reporting Requirements Page 6 of 17 Packet Pg. 114 2.4.d Docusign Envelope ID: D2A39712-B854-4D1C-85D5-2CO28CECD823 General terms and conditions 1. DEFINITIONS As used throughout this Subgrant, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Subgrantee's duly authorized representative and/or the designee duly authorized in writing to act on such representative's behalf. B. "AWC" shall mean the Association of Washington Cities. C. "Subgrant" means the entire written agreement between AWC and the Subgrantee, including any Exhibits, documents, or materials incorporated by reference. E-mail or Facsimile transmission of a signed copy of this Subgrant shall be the same as delivery of an original D. "Subgrantee" shall mean the entity identified on the face sheet performing service(s) under this Subgrant, and shall include all employees and agents of the Subgrantee. E. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). F. "State" shall mean the state of Washington. G. "Agent" shall mean one not in the employment of the Subgrantee, who is performing all or part of those services under this Subgrant under a separate Contract with the Subgrantee. The terms "agent" mean subgrantee/subcontractor(s) in any tier. 2. ACCESS TO DATA The Subgrantee shall provide access to data generated under this Subgrant to AWC, Commerce, the Joint Legislative Audit and Review Committee, and the Office of the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Subgrantee's reports, including computer models and the methodology for those models. 3. ADVANCE PAYMENTS PROHIBITED No payments in advance of or in anticipation of goods or services to be provided under this Subgrant shall be made by AWC. 4. ALL WRITINGS CONTAINED HEREIN This Subgrant contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Subgrant shall be deemed to exist or to bind any of the parties hereto. 5. AMENDMENTS This Subgrant may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the "ADA" 28 CFR Part 35 The Subgrantee must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 7. ASSIGNMENT Neither this Subgrant, nor any claim arising under this Subgrant, shall be transferred or assigned by the Subgrantee without prior written consent of AWC. 8. ATTORNEYS' FEES Unless expressly permitted under another provision of the Subgrant, in the event of litigation or other action brought to enforce Subgrant terms, each party agrees to bear its own attorneys' fees and costs. 9. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this section includes: i. All material provided to the Subgrantee by AWC that is designated as "confidential" by AWC; ii. All material produced by the Subgrantee that is designated as "confidential" by AWC; and iii. All Personal Information in the possession of the Subgrantee that may not be disclosed under state or federal law. Page 7 of 17 Packet Pg. 115 2.4.d Docusign Envelope ID: D2A39712-B854-4D1C-85D5-2CO28CECD823 B. The Subgrantee shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Subgrantee shall use Confidential Information solely for the purposes of this Subgrant and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of AWC or as may be required by law. The Subgrantee shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Subgrantee shall provide AWC with its policies and procedures on confidentiality. AWC may require changes to such policies and procedures as they apply to this Subgrant whenever AWC reasonably determines that changes are necessary to prevent unauthorized disclosures. The Subgrantee shall make the changes within the time period specified by AWC. Upon request, the Subgrantee shall immediately return to AWC any Confidential Information that AWC reasonably determines has not been adequately protected by the Subgrantee against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Subgrantee shall notify AWC within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 10. CONFLICT OF INTEREST Subgrantee must maintain and comply with written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award and administration of contracts. Subgrantee must comply with the following minimum requirements: D. No employee, officer, or agent may participate in the selection, award, or administration of a contract if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract. The officers, employees, and agents of the Subgrantee may neither solicit nor accept gratuities, favors, or anything of monetary value from Subgrantees or parties to subcontracts and must comply with Chap. 42,23 RCW. However, Subgrantee may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the Subgrantee. E. If the Subgrantee has a parent, affiliate, or subsidiary organization that is not a state, local government, or federally recognized tribe, the Subgrantee must also maintain written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest means that because of relationships with a parent company, affiliate, or subsidiary organization, the Subgrantee is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. 11. COPYRIGHT Unless otherwise provided, all Materials produced under this Subgrant shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by Commerce. Commerce shall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, the Subgrantee hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to Commerce effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions "Ownership" includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Subgrant, but that incorporate pre-existing materials not produced under the Subgrant, the Subgrantee hereby grants to AWC and Commerce a nonexclusive, royalty -free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Subgrantee warrants and represents that the Subgrantee has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to Commerce. The Subgrantee shall exert all reasonable effort to advise AWC, at the time of delivery of Materials furnished under this Subgrant, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Subgrant. The Subgrantee shall provide AWC with prompt written notice of each notice or claim of infringement received by the Subgrantee with respect to any Materials delivered under this Subgrant. AWC and Commerce shall have the right to modify or remove any restrictive markings placed upon the Materials by the Subgrantee. Page 8 of 17 Packet Pg. 116 2.4.d Docusign Envelope ID: D2A39712-B854-4D1C-85D5-2CO28CECD823 12. DISPUTES In the event that a dispute arises under this Subgrant, the parties will use their best efforts to amicably resolve any dispute, including use of alternative dispute resolution options. In the event that a dispute arises under the Commerce Grant, Subgrant shall cooperate with AWC in resolving the dispute thereunder, providing documentation and other information as requested by AWC. In the event that Commerce seeks to enforce Subgrant's obligations hereunder, Subgrantee shall use its best efforts to amicably resolve such dispute, including use of alternative dispute resolution options. 13. DUPLICATE PAYMENT AWC shall not pay the Subgrantee, if the Subgrantee has charged or will charge the State of Washington or any other party under any other Subgrant or agreement, for the same services or expenses. 14. GOVERNING LAW AND VENUE This Subgrant shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 15. INDEMNIFICATION To the fullest extent permitted by law, the Subgrantee shall indemnify, defend, and hold harmless the state of Washington, Commerce, AWC, agencies of the state and all officials, agents and employees of the state and AWC, from and against all claims for injuries or death arising out of or resulting from the performance of the Subgrant. "Claim" as used in this Subgrant, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorney's fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property including loss of use resulting therefrom. The Subgrantee's obligation to indemnify, defend, and hold harmless includes any claim by Subgrantee's agents, employees, representatives, or any subgrantee or its employees. The Subgrantee's obligation shall not include such claims that may be caused by the sole negligence of the State or AWC or their agencies, officials, agents, and employees. If the claims or damages are caused by or result from the concurrent negligence of (a) the State, AWC or their agents or employees and (b) the Subgrantee, its subcontractors, agents, or employees, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the Subgrantee or its subgrantees, agents, or employees. The Subgrantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. 16. INDEPENDENT CAPACITY OF THE SUBGRANTEE The parties intend that an independent Subgrantee relationship will be created by this Subgrant. The Subgrantee and its employees or agents performing under this Subgrant are not employees or agents of the state of Washington, Commerce, or AWC. The Subgrantee will not hold itself out as or claim to be an officer or employee of Commerce, AWC, or of the state of Washington by reason hereof, nor will the Subgrantee make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the Subgrantee. 17. INDUSTRIAL INSURANCE COVERAGE The Subgrantee shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the Subgrantee fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, AWC may collect from the Subgrantee the full amount payable to the Industrial Insurance Accident Fund. AWC may deduct the amount owed by the Subgrantee to the accident fund from the amount payable to the Subgrantee by AWC under this Subgrant, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the Subgrantee. 18. LAWS The Subgrantee shall comply with all applicable laws, ordinances, codes, regulations and policies of local, state, and federal governments, as now or hereafter amended. 19. LICENSING, ACCREDITATION AND REGISTRATION The Subgrantee shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Subgrant. Page 9 of 17 Packet Pg. 117 Docusign Envelope ID: D2A39712-B854-4D1C-85D5-2CO28CECD823 2.4.d 20. LIMITATION OF AUTHORITY Only the Chief Executive Officer of AWC or the CEO's delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Subgrant. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this Subgrant is not effective or binding unless made in writing and signed by the Authorized Representative and the Chief Executive Officer of AWC or the CEO's delegate. 21. NONDISCRIMINATION A. Nondiscrimination Requirement. During the performance of this Subgrant, the SUBGRANTEE, including any subcontractor, shall comply with all federal, state, and local nondiscrimination laws, regulations and policies, this shall include but not be limited to the following: SUBGRANTEE, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, SUBGRANTEE, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which SUBGRANTEE, or subcontractor, has a collective bargaining or other agreement. The funds provided under this Subgrant shall not be used to fund religious worship, exercise, or instruction. No person shall be required to participate in any religious worship, exercise, or instruction in order to have access to the facilities funded by this Subgrant. B. Obligation to Cooperate. SUBGRANTEE, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that SUBGRANTEE, including any subcontractor, has engaged in discrimination prohibited by this Agreement pursuant to RCW 49.60.530(3). C. Default. Notwithstanding any provision to the contrary, AWC or COMMERCE may suspend SUBGRANTEE, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until AWC and COMMERCE receive notification that SUBGRANTEE, including any subcontractor, is cooperating with the investigating state agency. In the event SUBGRANTEE, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), AWC or COMMERCE may terminate this Subgrant in whole or in part, and SUBGRANTEE, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. SUBGRANTEE or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court - ordered injunctive relief or settlement agreement. D. Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Subgrant termination or suspension for engaging in discrimination, SUBGRANTEE, subcontractor, or both, shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between the original Subgrant and the replacement or cover Subgrant and all administrative costs directly related to the replacement Subgrant, e.g., cost of the competitive bidding, mailing, advertising and staff time , which damages are distinct from any penalties imposed under Chapter 49.60, RCW. SUBGRANTEE may also be required to repay subgrant funds pursuant to Section 25 (Recapture) of the General Terms & Conditions if the Agreement is terminated based on a violation of the nondiscrimination requirement. AWC shall have the right to deduct from any monies due to SUBGRANTEE or subcontractor, or that thereafter become due, an amount for damages SUBGRANTEE or subcontractor will owe AWC for default under this provision. 22. PAY EQUITY The Subgrantee agrees to ensure that "similarly employed" individuals in its workforce are compensated as equals, consistent with the following: A. Employees are "similarly employed" if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed; B. Subgrantee may allow differentials in compensation for its workers if the differentials are based in good faith and on any of the following: I. A seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job -related factor or factors; or a bona fide regional difference in compensation levels. ii. A bona fide job -related factor or factors may include, but not be limited to, education, training, or experience that is: Consistent with business necessity; not based on or derived from a gender -based differential; and accounts for the entire differential. III. A bona fide regional difference in compensation level must be: Consistent with business necessity; not based on or derived from a gender -based differential; and account for the entire differential. This Subgrant may be terminated by the AWC, if AWC, Commerce, or the Department of Enterprise Services determines that the Subgrantee is not in compliance with this provision. Page 10 of 17 Packet Pg. 118 2.4.d Docusign Envelope ID: D2A39712-B854-4D1C-85D5-2CO28CECD823 23. POLITICAL ACTIVITIES Political activity of Subgrantee's employees and officers are limited by the State Campaign Finances and Lobbying provisions of Chapter 42.17A RCW. No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. 24. PUBLICITY The Subgrantee agrees not to publish or use any advertising or publicity materials in which the state of Washington, AWC, or Commerce's name is mentioned, or language used from which the connection with the state of Washington's, AWC's or Commerce's name may reasonably be inferred or implied, without the prior written consent of AWC. 25. RECAPTURE In the event that the Subgrantee fails to perform this Subgrant in accordance with state laws, federal laws, and/or the provisions of this Subgrant, AWC reserves the right to recapture funds in an amount to compensate AWC for the noncompliance (including recaptured amounts AWC is required to provide to Commerce under the Commerce Grant) in addition to any other remedies available at law or in equity. Repayment by the Subgrantee of funds under this recapture provision shall occur within the time period specified by AWC. In the alternative, AWC may recapture such funds from payments due under this Subgrant. 26. RECORDS MAINTENANCE The Subgrantee shall maintain books, records, documents, data and other evidence relating to this Subgrant and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Subgrant. The Subgrantee shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the Subgrant, shall be subject at all reasonable times to inspection, review or audit by AWC, personnel duly authorized by AWC, Commerce, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 27. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Subgrantee shall complete registration with the Washington State Department of Revenue. 28. RIGHT OF INSPECTION The Subgrantee shall provide right of access to its facilities to AWC, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Subgrant. 29. SAVINGS In the event funding for this Subgrant from Commerce or any other state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Subgrant and prior to normal completion, AWC may suspend or terminate the Subgrant under the "Termination for Convenience" clause, without the ten calendar day notice requirement. In lieu of termination, the Subgrant may be amended to reflect the new funding limitations and conditions. 30. SEVERABILITY The provisions of this Subgrant are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Subgrant. 31. SITE SECURITY While on AWC premises, Subgrantee, its agents, employees, or subgrantees shall conform in all respects with physical, fire or other security policies or regulations. Page 11 of 17 Packet Pg. 119 2.4.d Docusign Envelope ID: D2A39712-B854-4D1C-85D5-2CO28CECD823 32. SUBGRANTING/SUBCONTRACTING The Subgrantee may only subgrant/subcontract with an outside Agent contemplated under this Subgrant if it obtains the prior written approval of AWC. If AWC approves subgranting/subcontracting, the Subgrantee shall maintain written procedures related to subgranting, as well as copies of all subgrants/subcontract and records related to subgrants/subcontracts. For cause, AWC in writing may: (a) require the Subgrantee to amend its subgranting/subcontracting procedures as they relate to this Subgrant; (b) prohibit the Subgrantee from subgranting/subcontracting with a particular person or entity; or (c) require the Subgrantee to rescind or amend a subgrant/subcontract. Every subgrant/subcontract shall bind the Subgrantee/Subcontractor to follow all applicable terms of this Subgrant. The Subgrantee is responsible to AWC if the Subgrantee/Subcontractor fails to comply with any applicable term or condition of this Subgrant. The Subgrantee shall appropriately monitor the activities of the Subgrantee/Subcontractor to assure fiscal conditions of this Subgrant. In no event shall the existence of a subgrant/subcontract operate to release or reduce the liability of the Subgrantee to AWC for any breach in the performance of the Subgrantee's duties. Every subgrant/subcontract shall include a term that AWC, Commerce, and the State of Washington are not liable for claims or damages arising from a Subgrantee/Subcontractor's performance of the subgrant/subcontract. 33. SURVIVAL The terms, conditions, and warranties contained in this Subgrant that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Subgrant shall so survive. 34. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the Subgrantee's income or gross receipts, any other taxes, insurance or expenses for the Subgrantee or its staff shall be the sole responsibility of the Subgrantee. 35. TERMINATION FOR CAUSE In the event AWC or Commerce determines the Subgrantee has failed to comply with the conditions of this Subgrant in a timely manner, AWC has the right to suspend or terminate this Subgrant. Before terminating the Subgrant, AWC shall notify the Subgrantee in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the Subgrant may be terminated. In the event of termination or suspension, the Subgrantee shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Subgrant and the replacement or cover Subgrant and all administrative costs directly related to the replacement Subgrant, e.g., cost of the competitive bidding, mailing, advertising and staff time. AWC reserves the right to suspend all or part of the Subgrant, withhold further payments, or prohibit the Subgrantee from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Subgrantee or a decision by AWC or Commerce to terminate the Subgrant. A termination shall be deemed a "Termination for Convenience" if it is determined that the Subgrantee: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of AWC and Commerce provided in this Subgrant are not exclusive and are, in addition to any other rights and remedies, provided by law or in equity, including terminating the Subgrant and/or instituting and prosecuting any proceeding at law or in equity to abate, prevent, or enjoin any such violation or to compel specific performance by Subgrantee of its obligations hereunder. 36. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Subgrant, AWC may, by ten (10) business days' written notice, beginning on the second day after the mailing, terminate this Subgrant, in whole or in part. If this Subgrant is so terminated, AWC shall be liable only for payment required under the terms of this Subgrant for services rendered or goods delivered prior to the effective date of termination. 37. TERMINATION PROCEDURES Upon termination of this Subgrant, AWC, in addition to any other rights provided in this Subgrant, may require the Subgrantee to deliver to Commerce any property specifically produced or acquired for the performance of such part of this Subgrant as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. Page 12 of 17 Packet Pg. 120 2.4.d Docusign Envelope ID: D2A39712-B854-4D1C-85D5-2CO28CECD823 AWC shall pay to the Subgrantee (solely from and to the extent of funds provided by Commerce for this purpose) the agreed upon price, if separately stated, for completed work and services accepted by Commerce, and the amount agreed upon by the Subgrantee and Commerce for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services that are accepted by Commerce, and (iv) the protection and preservation of property, unless the termination is for default, in which case the Director of Commerce shall determine the extent of the liability of Commerce. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this Subgrant. AWC may withhold from any amounts due the Subgrantee such sum as AWC determines to be necessary to protect AWC and Commerce against potential loss or liability. The rights and remedies of Commerce provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Subgrant. After receipt of a notice of termination, and except as otherwise directed by Commerce or the AWC, the Subgrantee shall: A. Stop work under the Subgrant on the date, and to the extent specified, in the notice; B. Place no further orders or subgrants/subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Subgrant that is not terminated; C. Assign to Commerce, in the manner, at the times, and to the extent directed by the Authorized Representative, all of the rights, title, and interest of the Subgrantee under the orders and subgrants/subcontracts so terminated, in which case Commerce has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subgrants/subcontracts; D. Settle all outstanding liabilities and all claims arising out of such termination of orders and subgrants/subcontracts, with the approval or ratification of Commerce to the extent Commerce may require, which approval or ratification shall be final for all the purposes of this clause; E. Transfer title to Commerce and deliver in the manner, at the times, and to the extent directed by Commerce any property which, if the Subgrant had been completed, would have been required to be furnished to Commerce; F. Complete performance of such part of the work as shall not have been terminated by Commerce; and G. Take such action as may be necessary, or as Commerce may direct, for the protection and preservation of the property related to this Subgrant, which is in the possession of the Subgrantee and in which Commerce has or may acquire an interest. 38. TREATMENT OF ASSETS Title to all property furnished by Commerce shall remain in Commerce. Title to all property furnished by the Subgrantee, for the cost of which the Subgrantee is entitled to be reimbursed as a direct item of cost under this Subgrant, shall pass to and vest in Commerce upon delivery of such property by the Subgrantee. Title to other property, the cost of which is reimbursable to the Subgrantee under this Subgrant, shall pass to and vest in Commerce upon (i) issuance for use of such property in the performance of this Subgrant, or (ii) commencement of use of such property in the performance of this Subgrant, or (iii) reimbursement of the cost thereof by AWC or Commerce in whole or in part, whichever first occurs. A. Any property of AWC or Commerce furnished to the Subgrantee shall, unless otherwise provided herein or approved by AWC or Commerce, as applicable, be used only for the performance of this Subgrant. B. The Subgrantee shall be responsible for any loss or damage to property of AWC or Commerce that results from the negligence of the Subgrantee or which results from the failure on the part of the Subgrantee to maintain and administer that property in accordance with sound management practices. C. If any AWC or Commerce property is lost, destroyed or damaged, the Subgrantee shall immediately notify AWC or Commerce, as applicable, and shall take all reasonable steps to protect the property from further damage. D. The Subgrantee shall surrender to AWC all property of AWC and shall surrender to Commerce all property of Commerce prior to settlement upon completion, termination or cancellation of this Subgrant. E. All reference to the Subgrantee under this clause shall also include Subgrantee's employees, agents or Subgrantees/Subcontractors. 39. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Subgrant unless stated to be such in writing and signed by AWC. 40. THIRD PARTY BENEFICIARY Commerce is a third -party beneficiary of this Subgrant and shall have the right to enforce this Subgrant directly against the Subgrantee. Page 13 of 17 Packet Pg. 121 2.4.d Docusign Envelope ID: D2A39712-B854-4D1C-85D5-2CO28CECD823 Attachment A: Scope of Work Background The purpose of the grant is to assist cities who own Tier 1 and Tier 2 covered buildings in completing energy audits and collect data on the costs for cities to comply with the state's Clean Buildings Performance Standard (CBPS). AWC will fully or partially fund eligible Tier 1 and Tier 2 buildings, based on availability of funding. Funding will be awarded only for the cost of the audit, on a reimbursement basis. Subgrantee responsibilities The subgrantee will contract with a qualified energy auditor to conduct an energy audit of the city's qualifying buildings and submit reporting materials and invoicing as outlined in Attachment C. The audit will contain a detailed analysis of the existing systems. The audit will include an evaluation of the economic performance and investment value of the EEMs (payback calculation and/or LCCA), which will meet the requirements of the CBPS. • The auditor must be a qualified energy auditor, per Commerce's specifications: o A person acting as the auditor of record, having training, expertise, and three years professional experience in building energy auditing, and any one of the following: • A licensed professional architect or engineer • A Building Energy Assessment Professional (BEAP) certified by the American Society of Heating, Refrigerating and Air -Conditioning Engineers (ASHRAE) • A Certified Energy Auditor (CEA) certified by the Association of • Energy Engineers (AEE) • The auditor must complete an energy audit in accordance with Section 8 of the Washington State CBPS. The audit must: o Include an audit summary in accordance with Normative Annex Z6.4 Form D of the Washington State CBPS. o Verify energy savings calculations of each EEM. o Verify that the combined savings of multiple EEM accounts for interactive effects. o Verify individual EEM costs evaluated by the energy audit. o Certify that the energy savings of the package of EEMs meets or exceeds projected energy savings in accordance with Section 9 of the CBPS. o For Tier 1 buildings that will not meet the EUlt and will be pursuing compliance through the investment criteria, the energy audit shall be an ASHRAE level 2 audit and include a life cycle cost analysis of all evaluated EEMs in accordance with Normative Annex X of the CBPS. o For Tier 1 buildings, the audit will identify opportunities for EEMs that, if implemented, would either meet the EUlt for the building or meet the investment criteria requirements of Normative Annex X of the CBPS. • The auditor must complete a building improvement plan that includes: o A description of each Tier 1 or Tier 2 covered building and the building's systems including the physical address, building owner authorized representative name and contact information, and, for Tier 1 buildings, the CBPS Building ID. o The baseline energy consumption for each facility, including the data, methodology and variables used to compute the baseline, and the baseline calendar period. The calendar period must not be shorter than twelve consecutive months and shall be from within the previous 2 years prior to the energy audit. o Recommendations for replacement of existing equipment, along with recommendations for improvements to existing equipment and operating conditions (EEMs). o For Tier 1 buildings, the recommended EEMs to be installed in order to achieve compliance with the EUlt or if complying through the investment criteria. • The auditor shall check with the utility provider and provide rebate recommendations that align with identified EEMs. o The standards of comfort and service appropriate for the facility. Page 14 of 17 Packet Pg. 122 2.4.d Docusign Envelope ID: D2A39712-B854-4D1C-85D5-2CO28CECD823 o The estimated energy savings and energy cost savings that are expected from the installation of the energy efficiency equipment, and an explanation of the method or methods used to make the estimate. o The maximum allowable construction cost, itemized in detail. o Energy Use Intensity Calculations (Form C). Energy Star Portfolio Manager account for energy benchmarking, except buildings unable to meet Section 5.2, "Building Energy Monitoring" as referenced in Section Z6.3 of the CBPS. o For Tier 1 buildings, Energy Audit Forms (Form D) (Z6.4.1) and for buildings seeking compliance through the investment criteria, Annex X, Investment Criteria Tool (Form F) (Z6.5). The energy auditor will send the city the finalized audit and the building improvement plan. The city will perform an energy audit on the following city -owned buildings: 121 5th Avenue N, Edmonds, WA 98020 250 5th Avenue N, Edmonds WA 98020 7110 210th Street SW, Edmonds, WA 98206 Page 15 of 17 Packet Pg. 123 Docusign Envelope ID: D2A39712-B854-4D1C-85D5-2CO28CECD823 2.4.d Attachment B: Budget Budget Grant amount: $55,808 Budget narrative Grant funds will be used as follows: $20,444 will be used for an energy audit of the city -owned building located at 121 5th Avenue N, Edmonds, WA 98020 $18,564 will be used for an energy audit of the city -owned building located at 250 5th Avenue N, Edmonds WA 98020 $16,800 will be used for an energy audit of the city -owned building located at 7110 210th Street SW, Edmonds, WA 98206 Funds will be used to pay the costs of energy audits by a qualified energy auditor Page 16 of 17 Packet Pg. 124 2.4.d Docusign Envelope ID: D2A39712-B854-4D1C-85D5-2CO28CECD823 Attachment C: Reporting Requirements No later than May 31, 2025, the city must submit the following to AWC: Audits of Tier 1 buildings: • Invoice demonstrating payment for the audit • A completed building improvement plan for each building included in the audit, including: o Compliance pathway, if applicable o Performance metric for each building o Estimated cost of meeting the Energy Performance Metric o Estimated cost of developing and implementing an energy management plan, as required by the CBPS o Estimated cost of developing and implementing an operations and maintenance program, as required by the CBPS • A completed Form D Audit Report Audits of Tier 2 buildings: • Invoice demonstrating payment for the audit • A completed building improvement plan for each building included in the audit, including: o The identified Energy Efficiency Measures (EEMs) o Range of estimated costs to implement the EEMs o Estimated cost of developing and implementing an energy management plan, as required by the CBPS o Estimated cost of developing and implementing an operations and maintenance program, as required by the CBPS All work must be completed, and reports and reimbursement requests submitted, no later than May 31, 2025 Page 17 of 17 Packet Pg. 125 EXHIBIT A 2.4.e Z(instry re Of Your Building City of Edmonds Investment Grade Audit Proposal To: Thom Sullivan, Public Works- Facilities Manager, City of Edmonds From: Shelby Hinkle, Development Manager, McKinstry Essention Subject: Audit for Tier 2 Buildings - Investment Grade Audit Proposal February 27, 2025 fro ec�escriptjon; The City of Edmonds is interested in improving the energy performance of their buildings in accordance to Clean Building Performance Standard requirements through a performance -based contract with McKinstry. This proposal will provide the guidelines for which McKinstry will provide the following tasks: 1. Perform a ASHRAE Level 2 audit of the following buildings. Identify, evaluate and develop Energy Efficiency Measures to determine compliance with the CBPS. A. City Hall Building-34,074 SF; 121 5th Ave N, Edmonds, WA 98020 B. Public Safety Building— 30,940 SF; 250 5th Ave N, Edmonds, WA 98020 C. Public Works O&M Center - 28,000 SF; 7110 210th St SW, Edmonds, WA 98026 2. Comprehensive ASHRAE Level 2 Audit. Refer Attachment A for detailed tasks. A. Perform EUI bench marking to determine building EUI and CBPS EUlt . B. Perform comprehensive audit of the targeted buildings. C. Identify Energy Efficiency Measures (EEM) / Facility Improvement Measures (FIM) in accordance with the CBPS requirements. D. Develop preliminary scope, budget, energy savings for the identified FIMs. E. Provide preliminary energy savings, preliminary budgets, simple payback analysis for the identified measures. F. Complete Life Cycle Cost Analysis (Form F), Audit Template Updates (Form D) of selective FIMs per CBPS requirements. 3. Coordinate with the City to establish a process and timeline for CBPS compliance. 4. Complete and deliver an Audit Report. 5. Identify incentive and grant programs applicable to the identified FIMs. 6. The proposal does not include developing the Operations and Maintenance Program (OMP) and the Energy Management Plan (EMP), does not include compliance submission. 7. Anticipated IGA Amendment for GMAX Scopes and Budget development. A. Identify FIMs for which the City desires to progress the scope and budget development to GMAX. An IGA amendment will be presented for City's review and approval to complete this additional scope. B. The investment grade effort is intended to lead to the implementation of energy improvement measures. The audit will provide all the details necessary for implementation of viable initiatives detailing allthe associated savings, costs, potential utilityfunding, and return on investment scenarios, as well as loan details (if applicable) and construction schedules. McKinstry 5005 3rd Ave. S., Seattle WA Confidential and Proprietary Packet Pg. 126 2.4.e Page 2 of 6 Requested Information: For effective execution of this proposal, we ask that the City of Edmonds provide access to the following: ✓ Historical utility bills for the last 24 months. ✓ Access to Energy Star Portfolio Manager. ✓ All mechanical, electrical, architectural, and structural drawings. ✓ All operational and maintenance manuals, balancing records, & specifications. ✓ Operational records related to the cost of maintaining specific equipment. ✓ Information with regards to any on -going maintenance contracts. ✓ Access to individuals that have relevant information pertaining to the day-to-day operation of energy using systems on site. ✓ Access to the building automation systems, including remotely, if available. ✓ Prior energy studies for related systems, if applicable. ✓ Any available hazardous material survey reports. Timeline and Milestones: McKinstry will initiate this scope of work immediately upon execution of a Professional Services Contract and notice to proceed. Formal progress review meetings will be conducted regularly throughout the study phase. During these review meetings, McKinstry will recommend measures based on Audit findings, while the City of Edmonds will provide feedback. McKinstry will target completion of the Audit Report within 63 days of a notice to proceed. The following are proposed milestones following notice to proceed: Duration Action 2 weeks McKinstry completed Owner Kick-off meeting and Building Audits 1 week Draft FIM list review and Owner Feedback 3 weeks Preliminary scopes, energy savings, budgets and simple payback analysis. 2 weeks Life Cycle Cost Analysis (Form F), Audit Template (Form D) and Draft Audit Report. 1 week Final Audit Report. Criteria for Implementation: It is the City of Edmonds intent that McKinstrywill implement all approved projects that meet the project criteria: 1. Complete and submit the Audit Report per CBPS requirements. 2. Complete and submit the Audit Report per the grant reporting timeline, provided NTP allows above specified audit duration. Investment Grade Audit Fee: The City of Edmonds will reimburse McKinstry for Not to Exceed $55,808 for this scope of work. City Hall Building: $20,444 Public Safety Building: $18,564 Public Works O&M Center: $16,800 All associated information, including deliverables, will become the property of the City of Edmonds upon final receipt of payment. McKinstry 5005 31d Ave. S., Seattle WA Confidential and Proprietary Packet Pg. 127 2.4.e Attachment ASHRAE Level 2 Audit for CBPS - Detailed Tasks Roles & Qualifications 1. The energy audit and subsequent calculations will be completed by a Qualified Energy Auditor (QEA), which is a person who has the training, expertise, and at least three years professional experience in building energy auditing and is a licensed professional architect or engineer or certified energy auditor by ASHRAE or AEE. Qualified Energy Auditor Name: Chad Dunkel Certification Number: 8449109 Phone: 509-530-2954 State of Certification: Any Email: chaddu@mckinstry.com Certification Expiration Date: 12/31/2025 Company Name: McKinstry Essention, U.C. Auditor Years of Experience: 5 Years Type of Certification: Building Energy Assessment Professional Systems Included The below facility systems are included in the energy audit scope, where existing: Envelope, Structural Considerations (i.e., roofing condition for solar adaptation), Lighting System, Cooling, Computer Rooms, Heating, Ventilation and Exhaust Systems, Air Distribution Systems, Heating, Chilled, Condenser, and Domestic Water Systems, Refrigeration (except for food processing refrigeration), Power Generation Equipment (including renewables), Uninterruptible Power Supplies and Power Distribution Units, Electrical System Capacity, People -Moving Systems, Building Heating and/or Cooling Systems. Scope of Work Detail McKinstry will perform the following scopes of work as part of the ASHRAE Level II audit. Individual scopes items are laid out sequentially, but McKinstry expects to return to previous activities as necessary throughout the audit process: 1. Continued Benchmarking Support a. Help establish the EUIt considering the varied use types of the facility. 2. Documentation Collection and Review a. Gather digital facility documentation and identify existing onsite hard copies. b. As built drawings (architectural, mechanical, electrical, plumbing, lighting, and renewables) c. Washington State Energy Compliance Forms (architectural, mechanical, electrical, plumbing, lighting, and renewables); these would be completed for permitted projects in the last 20 years. d. Any previous commissioning reports. e. Any previous energy audit reports (mechanical, electrical, plumbing, lighting) f. Controls information (as -bunts or final submittals, configuration/programming files (depending on the vendor), and if remote access is available) g. Review documentation and identify information gaps. h. Pre -identify FIMs that may get the facility into compliance and develop on -site audit plan. i. McKinstry will review at least two years of utility consumption on a per building basis. Per our discussion, we will work with City of Edmonds's Energy Manager to acquire the consumption reports. McKinstry 5005 3rd Ave. S., Seattle WA Confidential and Proprietary Packet Pg. 128 2.4.e Page 3 of 6 We look forward to working with the City of Edmonds. Please call should you have any questions. Best Regards, Shelby Hinkle Account Executive McKinstry Essention McKinstry 5005 YO Ave. S., Seattle WA Confidential and Proprietary Packet Pg. 129 2.4.e Page 5 of 6 3. On -Site Assessment' a. Conduct interviews with facilities personnel and other onsite staff as appropriate. i. Discuss any current efficiency programs. ii. Discuss known performance, operational, or comfort issues. iii. Discuss active and planned projects and pre -identified FIMs. b. Perform comprehensive facility inspection. i. Compare facility documentation to on -site observations to verify accuracy. ii. Observe equipment/system operations. iii. Install data loggers/instrumentation to collect trends (as necessary) c. Perform Building Automation System (BAS) assessment. i. Compare facility documentation and on -site observations to BAS to verify accuracy. ii. Observe sequences of operations and other control strategies iii. Set up and pull trend data (as necessary) iv. Identify no -cost, low-cost, and capital energy efficiency measures. 4. Facility Improvement Measure (FIM) Development a. Utilize facility documentation and information gathered during the on -site assessments to identify potential FIMs. b. Perform additional documentation collection/review and on -site assessments as necessaryto further develop potential FIMs and develop a Preliminary FIM List c. Conduct "go/no-go" conversation with relevant facility stakeholders on Preliminary FIM Listto determine FIM feasibility and whetherthey are appropriate in accordance with facility operations and future plans. d. Finalize Preliminary FIM list with details required for cost estimation. 5. Modeling and Estimating a. Develop budgetary cost estimates for Preliminary FIMs, taking into account potential utility incentives. b. Develop calibrated baseline energy model of the facility. c. Develop efficiency model of the facility that includes the Preliminary FIMs d. Compare baseline and energy efficient modelto determine estimated savings for each FIM, taking into account interactive effects. e. Utilize budgetary costs and estimated savings to determine energy savings, EUI impacts, and FIM return on investment (ROI) f. Review FIMs with facility owner and identify which FIMs it would like to pursue. 6. Life -Cycle Cost Analysis a. Perform a Life Cycle Cost analysis on FIMs identified during the audit, utilizing "Form F" in accordance with CBPS rules and regulations. b. Add LCCA findings to the audit report. 7. Reporting a. A final report will be presented at the end of the project that meets the requirements of CBPS programs: b. EUI validation and gap analysis, including baseline calculation methodology, assumptions, and time period. c. Facility and systems descriptions d. List of FIMs with the goal of reducing the facility EUI McKinstry 5005 3'd Ave. S., Seattle WA Confidential and Proprietary Packet Pg. 130 2.4.e Page 6 of 6 e. List of FIMs likely required to pursue Investment Criteria Pathway f. Estimated energy savings and peak energy savings for each recommended FIM (in cost and energy units) g. Estimated cost of implementation for each recommended FIMs per ASHRAE 211 Section 5.4.8 for level 2 audits h. Calculations address interactive effects of all recommended FIMs. i. Estimated end -use breakdown analysis after expected AM implementation. McKinstry 5005 3rd Ave. S., Seattle WA Confidential and Proprietary Packet Pg. 131