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2026-01-13 Council PacketEdmonds City Council Agenda January 13, 2026 Page 1 Agenda Edmonds City Council Regular Meeting Council Chambers 250 5TH AVE NORTH, EDMONDS, WA 98020 ZOOM: HTTPS://ZOOM.US/J/95798484261 PHONE: +1 253 215 8782 MEETING ID: 957 9848 4261 JANUARY 13, 2026, 6:00 PM 1. CALL TO ORDER / FLAG SALUTE 2. LAND ACKNOWLEDGMENT We acknowledge the original inhabitants of this place, the Sdohobsh (Snohomish) people and their successors the Tulalip Tribes, who since time immemorial have hunted, fished, gathered, and taken care of these lands. We respect their sovereignty, their right to self-determination, and we honor their sacred spiritual connection with the land and water. 3. ROLL CALL 4. APPROVAL OF THE AGENDA 5. PRESENTATION 1. Proclamation of Martin Luther King Jr. Day – Mayor's Office (5 minutes) 2. Mayor's Finance Update – Mayor's Office (5 minutes) 6. AUDIENCE COMMENTS This is an opportunity to comment regarding any matter not listed on the agenda as closed record review or as a public hearing. Speakers are limited to three minutes. Please state clearly your name and city of residence. If attending via Zoom, raise a virtual hand to be recognized. If using a phone to dial in, press *9 to raise a hand. When prompted, press *6 to unmute. 7. RECEIVED FOR FILING 1. Claim For Damages 2. Written Public Comments 8. APPROVAL OF THE CONSENT AGENDA 1. Approval of Committee A Meeting Minutes January 6, 2026 Edmonds City Council Agenda January 13, 2026 Page 2 2.Approval of Regular Meeting Minutes January 6, 2026 3.Approval of payroll and benefit checks, direct deposit and wires 4.Job Order Contracts (JOC) Projects and Planning Update - Public Safety Building Gutter and Downspout Replacement 5.Professional Services Agreement for Highway 99 Revitalization Project - Stage 3 Urban Design Elements 6.Professional Services Agreement for Highway 99 Revitalization Project - Stage 4 Urban Design Elements 7.Extension of Appointment for Acting Officers - HR Director and City Administrator 8.WA Traffic Safety Commission Interagency Agreement 9.Progressive Animal Welfare Society (PAWS) Contract 10.Limited Staff Services Agreement – Clinical Oversight for Social Worker 11.Council Confirmation of Appointment to Architectural Design Board 12.PROTEC17 MOU for 2026 Wages 9.COUNCIL BUSINESS 1.Resolution Appointing an Edmonds Representative to Participate in the Community Transit Board Selection Process – Mayor's Office (5 minutes) 2.Transportation Benefit District Sales Tax - Council Action – City Administrator (30 minutes) 10.CONVENE IN EXECUTIVE SESSION TO DISCUSS PENDING OR POTENTIAL LITIGATION PER RCW 42.30.110(1)(I) 11.RECONVENE IN OPEN SESSION 12.COUNCIL COMMENTS 13.MAYOR'S COMMENTS ADJOURNMENT For disability accommodations, materials in alternate formats, accessibility information, or language interpretation/ translation needs, please contact the City Clerk at 425-775-2525 at your earliest opportunity. Providing at least 72-hour notice will help ensure availability. City Council Agenda Item 5.1 January 13, 2026 - Regular Meeting TITLE:Proclamation of Martin Luther King Jr. Day DEPARTMENT:Mayor's Office PRESENTER:Mayor Rosen NEEDED FROM COUNCIL:Informational RECOMMENDATION:Mayor Rosen will read a proclamation in honor of Martin Luther King Jr. Day. BUDGET: Total Dollar Amount:N/A ☐ Approved in Budget Fund(s):N/A ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: N/A CONTEXT, ANALYSIS, & ALTERNATIVES: N/A RECOMMENDATION: Mayor Rosen will read a proclamation in honor of Martin Luther King Jr. Day. BUDGET IMPACTS: N/A ADDITIONAL INFORMATION: ATTACHMENTS: Proclamation for Martin Luther King Jr. Day Item 5.1 Packet pg. 3/219 Item 5.1 Packet pg. 4/219 3 0 5 City Council Agenda Item 5.2 January 13, 2026 - Regular Meeting TITLE:Mayor's Finance Update DEPARTMENT:Mayor's Office PRESENTER:Mayor Rosen NEEDED FROM COUNCIL:Informational RECOMMENDATION:The Mayor, or another member of the administration, will answer questions about City finances that have been requested by council in advance and will also share actions related to the fiscal emergency that have transpired since the last update. When there is nothing new to report, this agenda item will be the opportunity to share that there is nothing new to report. BUDGET: Total Dollar Amount:N/A ☐ Approved in Budget Fund(s):N/A ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: On July 2, 2024 the council voted to have a Mayor Update as an ongoing item on all regular meeting agendas. This was in response to a recommendation from the Mayor's Blue Ribbon Panel. CONTEXT, ANALYSIS, & ALTERNATIVES: N/A RECOMMENDATION: The Mayor, or another member of the administration, will answer questions about City finances that have been requested by council in advance and will also share actions related to the fiscal emergency that have transpired since the last update. When there is nothing new to report, this agenda item will be the opportunity to share that there is nothing new to report. BUDGET IMPACTS: N/A ADDITIONAL INFORMATION: ATTACHMENTS: None. Item 5.2 Packet pg. 5/219 City Council Agenda Item 7.1 January 13, 2026 - Regular Meeting TITLE:Claim For Damages DEPARTMENT:Finance PRESENTER:NA NEEDED FROM COUNCIL:Informational RECOMMENDATION:Acknowledge receipt of Claims for Damages for filing. BUDGET: Total Dollar Amount:NA ☐ Approved in Budget Fund(s):NA ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: The city received the following Claims for Damages. CONTEXT, ANALYSIS, & ALTERNATIVES: James Tak 22001 HWY 99 #100 ($389.36) Eleanor Corner Olympic Dr. & 190th Pl SW ($267.71) Kimberly Haris Olympic Dr. & 190th Pl SW ($347.80) RECOMMENDATION: Acknowledge receipt of Claims for Damages for filing. BUDGET IMPACTS: NA ADDITIONAL INFORMATION: ATTACHMENTS: claim for damages – haris, kimberly – for council claim for damages – tak, james – for council claim for damages – corner, eleanor – for council Item 7.1 Packet pg. 6/219 Item 7.1 Packet pg. 7/219 Item 7.1 Packet pg. 8/219 Item 7.1 Packet pg. 9/219 Item 7.1 Packet pg. 10/219 Item 7.1 Packet pg. 11/219 Item 7.1 Packet pg. 12/219 City Council Agenda Item 7.2 January 13, 2026 - Regular Meeting TITLE:Written Public Comments DEPARTMENT:City Council Office PRESENTER:Teresa Simanton NEEDED FROM COUNCIL:Informational RECOMMENDATION:Acknowledge receipt of the written public comments submitted through the comment portal. BUDGET: Total Dollar Amount:0 ☐ Approved in Budget Fund(s):N/A ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: Public comments submitted via the web portal form. CONTEXT, ANALYSIS, & ALTERNATIVES: All community comments submitted through the comment portal will be published in the agenda packet in the following Regular Meeting. Attached are the public comments submitted through the portal between January 1 – January 8th . RECOMMENDATION: Acknowledge receipt of the written public comments submitted through the comment portal. BUDGET IMPACTS: 0 ADDITIONAL INFORMATION: ATTACHMENTS: Online comments from January 1 – January 8, 2026. Item 7.2 Packet pg. 13/219 Edmonds City Council Public Comments – January 13, 2025 Meeting Online Form 2026-01-03 08:33 AM(MST) was submitted by Guest on 1/3/2026 10:33:52 AM (GMT- 07:00) US/Arizona Name Value FirstName Ken LastName Reidy Email CityOfResidence Edmonds AgendaTopic Please only vote on proposed Ordinances that contain all essential terms and please never allow the Ordinances you vote on to be edited or added to after you vote. Comments Please reconsider how the City Council defines “readings” of an ordinance in Council’s Rules of Procedure. Proposed Ordinances must be written, definite, and complete at the time of adoption. Those requirements come from Washington case law, where courts have made clear that a City Council cannot adopt an ordinance unless the ordinance: 1. Is in writing, 2. Contains all essential terms, and 3. Is sufficiently definite and complete for councilmembers and the public to understand what is being enacted. Please be aware of Washington Case Law: • State ex rel. Seattle v. Carson, 6 Wn.2d 529 (1940), holds that an ordinance is invalid if it is so indefinite that the public cannot determine what is required or permitted. • Yakima County Deputy Sheriff’s Ass’n v. Board of Comm’rs, 92 Wn.2d 831 (1979), affirms that a legislative enactment must be complete and definite so that its meaning can be ascertained without resort to guesswork. • City of Auburn v. King County, 114 Wn.2d 447 (1990), further reinforces that a local legislative action must include all essential policy choices and cannot leave substantive terms to staff to fill in later. These cases collectively establish that when a council adopts an ordinance, the ordinance must be fully drafted, complete, and definite at that moment. A vote on an incomplete ordinance — including one that contains blank fields — does not satisfy Washington law. Please consider how Edmonds’ Rule 3.5 is not in the public interest. Under the current Rules of Procedure, the City Council counts things like staff presentations, agenda listings, committee discussions, and public hearings as “readings” of an ordinance, even when no ordinance has been drafted yet. Those early steps may be useful, but they are not “readings” of an ordinance in the sense recognized by state law or the courts, because there is nothing written, complete, or definite to read. This distinction matters. When the time comes to adopt an ordinance, the law requires that the Council have the actual ordinance language before it — not blank fields or missing exhibits, not placeholders, and not conceptual summaries. Courts have been clear: legislative bodies must adopt laws, not ideas for laws. I respectfully urge the Council to consider revising Section 3.5 so that the term “reading” aligns more Item 7.2 Packet pg. 14/219 Edmonds City Council Public Comments – January 13, 2025 Meeting closely with Washington’s legal requirements — meaning that a “reading” refers to a written ordinance containing all essential terms being reviewed. This would help ensure clarity, transparency, and legal compliance. Thank you. To view this form submission online, please follow the link below: https://edmondswa.gov/form/one.aspx?objectId=21111181&contextId=18452053&returnto=sub missions Online Form 2026-01-05 08:11 PM(MST) was submitted by Guest on 1/5/2026 10:11:25 PM (GMT- 07:00) US/Arizona Name Value FirstName Bob LastName Danson Email CityOfResidence Edmonds AgendaTopic Written Public Hearing Comment – Draft CAO - Deer Creek CARA Comments On behalf of the Olympic View Water & Sewer District, please refer to my written public hearing comment submitted today by email to council@edmondswa.gov and include it in the public hearing record. To view this form submission online, please follow the link below: https://edmondswa.gov/form/one.aspx?objectId=21113491&contextId=18452053&returnto=sub missions Due to size limitations in the online public comment system, I am submitting my written public hearing comment by email. Please include the following written comment in the public hearing record for the Critical Areas Ordinance update related to the Deer Creek Critical Aquifer Recharge Area. On behalf of the Olympic View Water & Sewer District, I am submitting this written public hearing comment regarding the proposed revisions to the Critical Areas Ordinance (CAO) as they relate to protection of the Deer Creek drinking water aquifer. At the December 16 meeting, two primary concerns were raised: whether stormwater infiltration is needed to recharge the aquifer, and whether Best Available Science supports requiring alternative stormwater infrastructure that may increase development costs. I would like to address both of those points directly. Stormwater Infiltration Is Not Necessary to Sustain the Aquifer The Deer Creek source aquifer is naturally recharged through regional precipitation, natural infiltration across undeveloped areas, and subsurface groundwater flow pathways. There is no Best Available Science demonstrating that infiltrating urban stormwater through underground injection control (UIC) wells or infiltration facilities is necessary to maintain aquifer recharge or water supply reliability for the Deer Creek aquifer. Item 7.2 Packet pg. 15/219 Edmonds City Council Public Comments – January 13, 2025 Meeting Recharge volume is not the concern. Water quality is. Best Available Science shows that urban stormwater routinely contains contaminants, including PFAS, that are not reliably removed by conventional stormwater practices. Introducing urban stormwater into the Deer Creek aquifer is not needed to maintain adequate recharge and instead introduces contaminants into a system that is otherwise protected. In addition, the hydrogeologic experts retained by Olympic View to delineate the Deer Creek Wellhead Protection Area have confirmed that while infiltrated urban stormwater may contribute some recharge volume, it is not required to sustain the aquifer, and intentional infiltration of contaminated stormwater is not necessary or appropriate given the risk to drinking water quality. In fact, even during relatively minor storm events, flows in Deer Creek increase measurably, with volumes and associated turbidity that the treatment facility must manage, indicating that the aquifer and source system have substantial available volume and respond immediately to precipitation-driven inflows. Recharge that compromises drinking water quality is not protective recharge. Best Available Science Demonstrates a Credible Contamination Pathway Peer-reviewed research and state monitoring demonstrate that PFAS are consistently present in urban stormwater and that conventional stormwater control measures, or BMPs, are not designed to remove these contaminants. Multiple studies have shown minimal attenuation of dissolved PFAS through common stormwater treatment practices, meaning these compounds pass through treatment and remain present in water that is ultimately infiltrated. Similarly, the Washington State Department of Ecology’s Survey of PFAS in the Greater Lake Washington Watershed documented widespread PFAS throughout an urban watershed and identified stormwater runoff as a dominant transport pathway. Together, these sources establish a clear and credible scientific pathway: urban stormwater contains PFAS, conventional stormwater practices do not reliably remove them, and intentional infiltration through UICs introduces those contaminants directly into the subsurface environment. In simple terms, infiltrating stormwater means infiltrating PFAS. The U.S. Environmental Protection Agency regulates stormwater UICs specifically because they pose a potential endangerment to underground sources of drinking water by allowing surface water and associated contaminants to be directly injected into the subsurface. Once PFAS reach an aquifer, they are extremely persistent and costly to remove. Advanced treatment requires long-term investment and can place the continued feasibility of the drinking water source itself at risk. State and federal regulations support precautionary action where credible contamination pathways exist and contamination would be severe. Best Available Science documents those pathways exist and severe potential consequences exist. Protecting a drinking water aquifer clearly meets that threshold. Requiring Protective Infrastructure Is Consistent with the Purpose of the CAO Not allowing UICs within a Critical Aquifer Recharge Area does not prohibit development. It simply requires that development be protective of the aquifer below. If development is proposed, the City may require stormwater infrastructure that does not rely on infiltration. The Critical Areas Ordinance is not intended to guarantee the lowest-cost development option or resolve stormwater infrastructure constraints. Its purpose is to protect critical environmental Item 7.2 Packet pg. 16/219 Edmonds City Council Public Comments – January 13, 2025 Meeting resources using Best Available Science. Requiring appropriate infrastructure to protect a drinking water source is consistent with that purpose and with the City’s responsibility to protect public health. Addressing Concerns Regarding a Development Moratorium The Deer Creek CARA represents only a small portion of the City. The area within that CARA where stormwater drainage infrastructure is limited represents an even smaller portion and, based on our understanding, is confined to a small number of neighborhoods. The proposed restriction does not apply citywide and does not affect most areas where development typically occurs. The Critical Areas Ordinance is a resource-protection ordinance, not an infrastructure guarantee. It does not require the City to provide stormwater infrastructure, nor does it entitle development to rely on practices that pose a risk to a drinking water source. Where development is proposed in sensitive areas, it is routine and appropriate for the City to require alternative stormwater designs that do not rely on infiltration. The City already applies similar restrictions in other critical areas, such as landslide hazard zones, without characterizing those protections as moratoria. Conclusion The CAO is a resource-protection ordinance, not a stormwater convenience ordinance. Best Available Science supports prioritizing drinking water quality over introducing known contaminants into an aquifer through intentional infiltration. The no-UIC provision previously included in the draft ordinance reflects that responsibility and appropriately balances growth with protection of a critical public health resource. For these reasons, Olympic View respectfully requests that the Council retain the prohibition on UICs within the Deer Creek CARA as part of the CAO update. Thank you for your consideration and for your commitment to protecting Edmonds’ drinking water resources. Sincerely, Bob Danson, General Manager Olympic View Water and Sewer District 8128 228th Street SW Edmonds, WA 98026-8449 p: (425) 774-7769 Online Form 2026-01-06 01:58 PM(MST) was submitted by Guest on 1/6/2026 3:58:07 PM (GMT- 07:00) US/Arizona Item 7.2 Packet pg. 17/219 Edmonds City Council Public Comments – January 13, 2025 Meeting Name Value FirstName Norma LastName Middleton Email CityOfResidence Edmonds AgendaTopic CARA; Government Reform; Michelle Dotsch for Council President Comments 3 comments: Please vote "NO" on the revised CARA (Critical Aquifer Recharge Areas) codes. These will l put our drinking water at risk I urge you to create better financial controls, transparency and accountability . Create the citizen financial advisory board recommended by the Blue Ribbon Panel. Consider streamlining processes. Budget cuts should first target departments whose budgets have far outpaced population growth before any new levy lid lift is proposed. Cut spending in the Mayor's Office and the City Attorney. I endorse Michelle Dotsch for Council President. It is time for a change in leadership. Thank you. To view this form submission online, please follow the link below: https://edmondswa.gov/form/one.aspx?objectId=21114802&contextId=18452053&returnto=sub missions Online Form 2026-01-06 08:02 PM(MST) was submitted by Guest on 1/6/2026 10:02:08 PM (GMT- 07:00) US/Arizona Name Value FirstName Bill LastName Krepick Email CityOfResidence Woodway AgendaTopic 2026 New Year's Resolution to put taxpayers first Comments For your first Council meeting of 2026, I hope you will seriously consider adopting ‘good governance’ reform and putting taxpayers first. In 2025, you ignored the 11,000+ taxpayers who voted to defeat Prop1 (the $14.5M tax levy lift). This super-majority of 59% of residents sent you a loud and clear message that they want change and reform in 2026. They want you to acknowledge and accept their demands for more taxpayer participation in setting priorities and budgets. They want you to demonstrate in both word and deed that you hear them and will make the necessary change and reform in good governance – i.e., fiscal discipline, accountability, transparency, performance- metrics/results-oriented management, making Edmonds affordable, and putting taxpayers first. In case you doubt how frustrated taxpayers are with your unwillingness to accept the Prop1 defeat and your drive to implement Item 7.2 Packet pg. 18/219 Edmonds City Council Public Comments – January 13, 2025 Meeting more taxes (doubling utility tax, traffic benefit district tax, parking fees, new business taxes, new sales tax for public safety, etc.) rather than control spending, I urge you to read the attached 66 comments that were extracted from the ‘last straw’ Petition that has been signed by 189 residents. This Petition clearly outlines the list of taxpayer demands for 2026: https://www.ipetitions.com/petition/enough-utility-tax-increase-is-last-straw Taxpayers urge you to: - Repeal the utility tax ordinance. - Establish the Citizens Financial Advisory Committee. - Delay any discussion of another 2026 levy until credible reforms are in place. - Conduct proper due diligence on 2021-2025 spending and the alternative budget presented by Keep Edmonds Affordable. - Objectively assess a City-Manager form of government so that the City has professional leadership that can correct the mismanagement of the last 5-10 years and implement sustainable good governance and fiscal discipline. Your first opportunity to show taxpayers that you have their backs is the election of a new Council President. The Council President is largely responsible for setting agendas and priorities. CM Dotsch is the only Council member who has shown 100% consistency in good governance principles and respecting the super-majority of taxpayers who voted against Prop 1. If you want to signal reform in good governance, you should appoint CM Dotsch as President. She will start requiring relevant and serious topics to be on the upcoming agendas like financial transparency, accurate forecasting, legislative governance, elimination of wasteful attorney costs/unauthorized control of environmental issues (CARAs and PFAs), fixing and not repeating the sewer plant debacle, updating and making common sense code, and implementing the citizen volunteer groups and a citizens’ finance advisory committee. To view this form submission online, please follow the link below: https://edmondswa.gov/form/one.aspx?objectId=21115366&contextId=18452053&returnto=sub missions Online Form 2026-01-07 12:07 AM(MST) was submitted by Guest on 1/7/2026 2:07:14 AM (GMT- 07:00) US/Arizona Name Value FirstName Cindy LastName Johnson Email CityOfResidence Edmonds AgendaTopic Putting Taxpayers First Item 7.2 Packet pg. 19/219 Edmonds City Council Public Comments – January 13, 2025 Meeting Comments I want to say that I agree 100% with Bill Krepick's 1/5/26 letter to Mayor Rosen and the Edmonds City Council Members. The city needs to stop the out of control spending and learn how to budget! Thank you, Cindy Johnson To view this form submission online, please follow the link below: https://edmondswa.gov/form/one.aspx?objectId=21115400&contextId=18452053&returnto=sub missions Online Form 2026-01-07 09:21 PM(MST) was submitted by Guest on 1/7/2026 11:21:37 PM (GMT- 07:00) US/Arizona Name Value FirstName Jonathan LastName Sena Email CityOfResidence Edmonds AgendaTopic Student Representative Comments I've been in Edmonds for 40 years, and I have never seen such a hard working student representative. You all should be honored that she is within your midst. As a parent, I just want to make sure she is being treated well with respect. Who is she? We don't even know her name? Where is her plaque? Where is the respect? I hope in the future, the management is able to understand how hardworking and dedicated their student representative is. She should be given more opportunities to speak out in the meetings. As someone who is being represented by this council for so long, I have confidence that you will treat her with the upmost respect. Thanks, Jonathan Sena To view this form submission online, please follow the link below: https://edmondswa.gov/form/one.aspx?objectId=21139298&contextId=18452053&returnto=sub missions Item 7.2 Packet pg. 20/219 3 7 8 City Council Agenda Item 8.1 January 13, 2026 – Regular Meeting TITLE:Approval of Committee A Meeting Minutes January 6, 2026 DEPARTMENT:City Clerk PRESENTER:Emily Villata NEEDED FROM COUNCIL:Action RECOMMENDATION:Approve meeting minutes as part of consent agenda. BUDGET: Total Dollar Amount:N/A ☐ Approved in Budget Fund(s):N/A ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: N/A CONTEXT, ANALYSIS, & ALTERNATIVES: N/A RECOMMENDATION: Approve meeting minutes as part of consent agenda. BUDGET IMPACTS: N/A ADDITIONAL INFORMATION: ATTACHMENTS: 1. 2026-01-06 Committee A Minutes Draft Item 8.1 Packet pg. 21/219 Edmonds City Council – Committee A January 6, 2026 Page 1 Minutes COUNCIL COMMITTEE A MEETING January 6, 2026 Elected Officials Present Staff Present Councilmember Dotsch (Chair) Councilmember Paine (ex- officio) Councilmember Chen Councilmember Eck Councilmember Nand Councilmember Olson Councilmember Barnett Thom Sullivan, Facilities Manager Emily Wagener, HR Analyst RaeAnn Duarte, HR Manager Mike De Lilla, City Engineer Bertrand Hauss, Transportation Engineer Loi Dawkins, Chief of Police Luke Lonie, City Clerk Emily Villata, Deputy City Clerk 1. CALL TO ORDER The Edmonds City Council Committee A meeting was called to order virtually and in the City Council Conference Room, 121 – 5th Avenue North, Edmonds, at 3:00 pm by Councilmember Dotsch. 2. COMMITTEE BUSINESS 1. Job Order Contracts (JOC) Projects and Planning Update Thom Sullivan, Facilities Manager, gave a brief introduction for Job Order Contracting, which allows the city to review proposals from pre-approved contractors. He presented a job order contract for the gutters on the Public Safety Building for approximately $45,000. Committee Recommendation: Move to Consent Agenda 2. Extension of Appointment for Acting Officers - HR Director and City Administrator Emily Wagener, HR Analyst and RaeAnn Duarte, HR Manager, presented a renewal for the current appointments of acting HR Director and City Administrator. The term would be for an additional 6 months or until the posted positions are filled. Committee Recommendation: Move to Consent Agenda 3. Professional Services Agreement for Highway 99 Revitalization Project - Stage 3 Urban Design Mike De Lilla, City Engineer, and Bertrand Hauss, Transportation Engineer, presented the professional service agreements for stages 3 and 4 of the design phase of the Highway 99 Revitalization Project. The chosen consultant was agreed upon by a selection panel after reviewing statements of qualifications. Committee Recommendation: Move to Consent Agenda 4. Professional Services Agreement for Highway 99 Revitalization Project - Stage 4 Urban Design Elements Item 8.1 Packet pg. 22/219 Edmonds City Council – Committee A January 6, 2026 Page 2 Bertrand Hauss specified the design phase was split up into Stages 3 and 4 for accounting purposes with Stage 3 being supported by state funds and Stage 4 by state and federal funds. Committee recommendation: Move to Consent Agenda 5. WA Traffic Safety Commission Interagency Agreement Police Chief Loi Dawkins presented the interlocal agreement with the Washington Traffic Safety Commission which would allow the city to participate in the Target Zero Taskforce including reimbursable traffic emphasis work within city limits. Committee recommendation: Move to Consent Agenda 6. Progressive Animal Welfare Society (PAWS) Contract Police Chief Loi Dawkins presented the PAWS contract which provides kenneling services for the city, a partnership the city has had for many years. Committee recommendation: Move to Consent Agenda 7. Limited Staff Services Agreement – Clinical Oversight for Social Worker Police Chief Loi Dawkins provided background on the grant-funded Social Worker position and presented the limited staff services agreement which provides for clinical oversight as required by the grant. Committee recommendation: Move to Consent Agenda ADJOURNMENT With no further business, the meeting was adjourned at 3:55 pm. Item 8.1 Packet pg. 23/219 3 7 8 City Council Agenda Item 8.2 January 13, 2026 – Regular Meeting TITLE:Approval of Regular Meeting Minutes January 6, 2026 DEPARTMENT:City Clerk PRESENTER:Emily Villata NEEDED FROM COUNCIL:Action RECOMMENDATION:Approve meeting minutes as part of consent agenda. BUDGET: Total Dollar Amount:N/A ☐ Approved in Budget Fund(s):N/A ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: N/A CONTEXT, ANALYSIS, & ALTERNATIVES: N/A RECOMMENDATION: Approve meeting minutes as part of consent agenda. BUDGET IMPACTS: N/A ADDITIONAL INFORMATION: ATTACHMENTS: 1. 2026-01-06 Council Minutes Draft Item 8.2 Packet pg. 24/219 Edmonds City Council Minutes January 6, 2026 Page 1 EDMONDS CITY COUNCIL MEETING ACTION MINUTES JANUARY 6, 2026 ELECTED OFFICIALS PRESENT Mike Rosen, Mayor Erika Barnett, Councilmember Will Chen, Councilmember Michelle Dotsch, Councilmember Susan Paine, Councilmember Chris Eck, Councilmember Jenna Nand, Councilmember Vivian Olson, Councilmember STAFF PRESENT Mike De Lilla, City Engineer Bertrand Hauss, Transportation Engineer Todd Tatum, Acting City Administrator Andy Rheaume, Public Works Director Mike Clugston, Planning & Development Director Brad Shipley, Planning Manager Jeff Taraday, City Attorney Luke Lonie, City Clerk Emily Villata, Deputy City Clerk 1. CALL TO ORDER/FLAG SALUTE The Edmonds City Council meeting was called to order at 6:00 pm by Mayor Rosen in the Council Chambers, 250 5th Avenue North, Edmonds, and virtually. The meeting was opened with the flag salute. 2. LAND ACKNOWLEDGEMENT Councilmember Eck read the City Council Land Acknowledgement Statement. 3. ADMINISTRATION OF OATH OF OFFICE FOR NEWLY ELECTED OFFICIALS Deputy City Clerk Villata administered the ceremonial Oath of Office to Councilmember Chris Eck. Snohomish County Councilmember Jared Mead administered the ceremonial Oath of Office to Councilmember Will Chen. Deputy City Clerk Villata administered the ceremonial Oath of Office to Councilmember Erika Barnett. 4. ROLL CALL Deputy City Clerk Villata called the roll. All elected officials were present. 5. APPROVAL OF AGENDA Item 8.2 Packet pg. 25/219 Edmonds City Council Minutes January 6, 2026 Page 2 COUNCILMEMBER PAINE MOVED APPROVAL OF THE AGENDA. COUNCILMEMBER PAINE MOVED TO ADD DISCUSSION AND POTENTIAL ACTION ON TRANSPORTATION IMPACT FEES AS NEW ITEM 11.2 UNDER COUNCIL BUSINESS. MOTION CARRIED UNANIMOUSLY. COUNCILMEMBER PAINE MOTIONED TO MOVE THE TRANSPORTATION BENEFIT DISTRICT SALES TAX DISCUSSION AND POTENTIAL ACTION TO JANUARY 13TH. MOTION CARRIED UNANIMOUSLY. MAIN MOTION TO APPROVE THE AGENDA AS AMENDED CARRIED UNANIMOUSLY. 6. PRESENTATIONS 1. Resolution of Appreciation to Neil Tibbott for Service as Council President 2025 Councilmember Paine read the Resolution of Appreciation and presented it to 2025 Council President Neil Tibbott. 2. Mayor’s Finance Update Mayor Rosen reported on budget and finance issues. 3. Transportation Impact Fees and revisions to Section 3.36 of Edmonds City Code Mike De Lilla, City Engineer, and Bertrand Hauss, Transportation Engineer, introduced guest presenters from Transpo Group, Patrick Lynch and Paul Sherman. The presentation provided an overview of transportation impact fees, the methodology followed when updating fees, and eligible projects based on individualized criteria. 7. AUDIENCE COMMENTS 1.Marci Volmer, Snohomish, Boys and Girl Clubs of Snohomish County, commented in opposition to new fees. 2.Bill Krepick, Edmonds, urged council to view an online petition from residents. 8. RECEIVED FOR FILING 1. WRITTEN PUBLIC COMMENTS 2. RESOLUTION APPOINTING AN EDMONDS REPRESENTATIVE TO PARTICIPATE IN THE COMMUNITY TRANSIT BOARD SELECTION PROCESS 3. PLANNING BOARD QUARTERLY REPORT 9. APPROVAL OF CONSENT AGENDA ITEMS Item 8.2 Packet pg. 26/219 Edmonds City Council Minutes January 6, 2026 Page 3 COUNCILMEMBER NAND MOVED APPROVAL OF THE CONSENT AGENDA. MOTION CARRIED UNANIMOUSLY. The agenda items approved are as follows: 1.APPROVAL OF REGULAR MEETING MINUTES DECEMBER 9, 2025 2.APPROVAL OF SPECIAL MEETING MINUTES DECEMBER 16, 2025 3.APPROVAL OF CLAIM CHECKS AND WIRE PAYMENTS. 4.APPROVAL OF PAYROLL AND BENEFIT CHECKS, DIRECT DEPOSIT AND WIRE PAYMENTS 5.NEW UPDATES AND REVISIONS TO THE RULES OF PROCEDURE 6.MHFR – SOCIAL WORKER GRANT AMENDMENT 10. PUBLIC HEARING 1. Public Hearing on Transportation Benefit District Sales Tax Todd Tatum, Acting City Administrator, and Andy Rheaume, Public Works Director introduced the proposed Transportation Benefit District (TBD) sales tax. The brief presentation highlighted utilization of revenue to the Street Fund as a crucial method of improving sidewalk accessibility and ensuring compliance with state and federal standards. Mayor Rosen opened the public hearing. 1. Heidi Daughtery, Edmonds, commented in opposition to the sales tax. Mayor Rosen closed the public hearing. 2. Public Hearing on Draft Critical Areas Ordinance Periodic Update Mike Clugston, Planning & Development Director, provided background on previous iterations of the Critical Areas Ordinance (CAO) brought before council, noting community support of all sections other than those involving the Critical Aquifer Recharge Area (CARA). Brad Shipley, Planning Manager, stated the staff’s recommendation for Council to adopt Option 3 provided in the packet which would allow for the completion and review of a crucial scientific study before amending the CARA section. Mayor Rosen opened the public hearing. 1. John Brock, Woodway, Edmonds Environment Council board member, expressed concern with the current CARA language, supporting Option 2. 2. Dianna Maish, Edmonds, urged council to preserve the CAO language presented during the November 25th, 2025 meeting. 3. Bill Westgard, Edmonds, expressed concern regarding aquifer pollution. 4. Bob Danson, General Manager of the Olympic View Water and Sewer District, urged council to retain the prohibition on UICs (Underground Injection Controls) in the Deer Creek area as part of the CAO update. 5. An unnamed speaker spoke in favor of Option 2, requesting council also update the ordinance language to allow further updates only if deemed necessary. 6. Marjie Fields, Edmonds, urged council to protect the aquifer and maintain clean drinking water. Item 8.2 Packet pg. 27/219 Edmonds City Council Minutes January 6, 2026 Page 4 7. Gayla Shoemake, Edmonds, expressed confidence that the council will support whatever is safest for citizens and requested they protect the Deer Creek aquifer. 8. Pete Adams, Edmonds, echoed Bob Danson’s comments and expressed concern over the finality of the referenced study currently in progress. 9. Arlene Williams, Edmonds, expressed concern over the scientific validity of comments made during the previous council meeting and urged the city to focus on drinking water safety over street maintenance. 10. An unnamed speaker noted her comments were emailed directly to council and urged them to protect the city’s drinking water. 11. Dana Twight, Edmonds, urged council to protect the aquifer, speaking in favor of Option 2, and expressed concern over the use of undefined acronyms during council meetings. Mayor Rosen closed the public hearing. 11. COUNCIL BUSINESS 1.Selection of 2026 Council President and Council President Pro Tem Deputy City Clerk Villata read the election process for Council President and Council President Pro Tem before calling for nominations for Council President. COUNCILMEMBER CHEN NOMINATED COUNCILMEMBER DOTSCH AS COUNCIL PRESIDENT. COUNCILMEMBER PAINE NOMINATED COUNCILMEMBER NAND AS COUNCIL PRESIDENT. With no further nominations, Deputy City Clerk Villata declared nominations closed. Councilmembers were given the opportunity to speak in favor of the nominees. Voting took place in the order nominations were made. WITH A MAJORITY OF FOUR VOTES, COUNCILMEMBER DOTSCH WAS ELECTED COUNCIL PRESIDENT. Deputy City Clerk Villata called for nominations for Council President Pro Tem. COUNCILMEMBER PAINE NOMINATED COUNCILMEMBER NAND AS COUNCIL PRESIDENT PRO TEM. COUNCILMEMBER OLSON NOMINATED COUNCILMEMBER ECK AS COUNCIL PRESIDENT PRO TEM. COUNCILMEMBER DOTSCH NOMINATED COUNCILMEMBER CHEN AS COUNCIL PRESIDENT PRO TEM. Item 8.2 Packet pg. 28/219 Edmonds City Council Minutes January 6, 2026 Page 5 With no further nominations, Deputy City Clerk Villata declared nominations closed. Councilmembers were given the opportunity to speak in favor of the nominees. Voting took place in the order nominations were made. WITH A MAJORITY OF FOUR VOTES, COUNCILMEMBER NAND WAS ELECTED COUNCIL PRESIDENT PRO TEM. 2. Transportation Impact Fees and revisions to Section 3.36 of Edmonds City Code Presenters rejoined Council for questions and discussion of Transportation Impact Fees following the public hearing. COUNCILMEMBER ECK MOVED TO APPROVE THE FEES AS PRESENTED WITH AN EFFECTIVE DATE OF JULY 1, 2026. COUNCILMEMBER DOTSCH MOVED TO AMEND THE IMPACT FEES TO BE PHASED IN THIRDS EVERY 8 MONTHS FROM WHEN IT TAKES EFFECT. MOTION FAILED UNANIMOUSLY. COUNCILMEMBER DOTSCH MOVED TO AMEND THE MOTION TO HAVE THE FIRST THIRD OF THE FEES TAKE EFFECT IMMEDIATELY UPON ADOPTION AND THE NEXT TWO THIRDS OCCUR ANNUALLY AFTER. AMENDMENT FAILED 2-5 WITH COUNCILMEMBERS DOTSCH AND OLSON VOTING IN FAVOR. MAIN MOTION CARRIED 5-2 WITH COUNCILMEMBERS BARNETT AND OLSON DISSENTING. 3. Discussion and Possible Adoption of the Critical Areas Ordinance Periodic Update Mike Clugston, Planning & Development Director, and Brad Shipley rejoined Council for questions and discussion on the CAO following the public hearing. COUNCILMEMBER NAND MOVED TO ADOPT THE PROPOSED CRITICAL AREAS ORDINANCE AND DEFER CONSIDERATION OF THE CARA (CRITICAL AQUIFER RECHARGE AREA) UNTIL COMPLETION OF THE PFAS STUDY. MOTION FAILED 1-5 WITH COUNCILMEMBER NAND VOTING IN FAVOR. COUNCILMEMBER CHEN MOVED TO ADOPT OPTION 2 OF THE CRITICAL AREAS ORDINANCE WITH THE AMENDED CARA SECTION. COUNCILMEMBER DOTSCH MOVED TO AMEND OPTION 2 TO REPLACE THE WORD “AGAIN” WITH “IF NECESSARY.” AMENDMENT CARRIED 4-3 WITH COUNCILMEMBERS ECK, PAINE, AND NAND DISSENTING. COUNCILMEMBER NAND MOVED TO EXTEND UNTIL 9:30 PM. MOTION CARRIED UNANIMOUSLY. Item 8.2 Packet pg. 29/219 Edmonds City Council Minutes January 6, 2026 Page 6 THE MAIN MOTION TO ADOPT OPTION 2 AS AMENDED OF THE CRITICAL AREAS ORDINANCE CARRIED 4-3 WITH COUNCILMEMBERS ECK, PAINE, AND NAND DISSENTING. 12. COUNCIL COMMENTS Councilmembers commented on various issues. 13. MAYOR COMMENTS Mayor Rosen provided comments. ADJOURNMENT The meeting was adjourned at 9:23 pm. Item 8.2 Packet pg. 30/219 City Council Agenda Item 8.3 January 13, 2026 - Regular Meeting TITLE:Approval of payroll and benefit checks, direct deposit and wires DEPARTMENT:Finance PRESENTER:Richard Gould NEEDED FROM COUNCIL:Action RECOMMENDATION:Approval of payroll and benefit checks, direct deposit and wire payments BUDGET: Total Dollar Amount:1,501,564.89 ☒ Approved in Budget Fund(s):various ☐ Budget Reallocation Required ☐ No Budget Impact PROBLEM/ISSUE STATEMENT: In accordance with the State statutes, City payments must be approved by the City Council. Ordinance #2896 delegates this approval to the Council President who reviews and recommends either approval or non-approval of payments. CONTEXT, ANALYSIS, & ALTERNATIVES: Approval of payroll checks #663359 through #66360 dated January 5, 2026, for $5,462.24, direct deposit for $824,957.16, benefit checks #66361 through #66366 and wire payments of $671,145.49 for the pay of December 16, 2024 through December 31, 2025. RECOMMENDATION: Approval of payroll and benefit checks, direct deposit and wire payments BUDGET IMPACTS: $1,501,564.89 ADDITIONAL INFORMATION: ATTACHMENTS: Attachment #1 – 12-16-2025 to 12-31-2025 Payroll Earnings Report Attachment #2 – 12-16-2025 to 12-31-2025 Payroll Benefits Report Item 8.3 Packet pg. 31/219 Payroll Earnings Summary Report City of Edmonds Pay Period: 1,195 (12/16/2025 to 12/31/2025) Hours AmountHour Type Hour Class Description NO PAY LEAVEABSENT111 24.70 0.00 SICK LEAVE - L & ISICK120 1.00 37.75 SICK LEAVESICK121 744.35 38,062.56 VACATIONVACATION122 2,325.05 126,719.04 HOLIDAY HOURSHOLIDAY123 412.50 20,811.03 FLOATER HOLIDAYHOLIDAY124 258.00 11,924.13 COMPENSATORY TIMECOMP HOURS125 286.95 14,948.59 Holiday Bank WWTPHOLIDAY128 230.00 10,236.77 JURY DUTYJURY DUTY132 27.00 880.64 COMPENSATORY TIMECOMP HOURS137 10.00 819.20 BEREAVEMENTBEREAVEMENT141 33.00 2,156.17 Kelly Day UsedREGULAR HOURS150 152.50 8,778.17 HOLIDAY BUY BACKHOLIDAY153 150.00 15,886.70 FLOATER HOLIDAY BUY BACKHOLIDAY154 8.00 233.12 COMPTIME AUTO PAYCOMP HOURS155 133.25 9,948.92 SICK LEAVE PAYOFFSICK157 115.80 5,240.17 VACATION PAYOFFVACATION158 334.35 14,483.40 MANAGEMENT LEAVEVACATION160 271.00 21,276.67 VACATION PREMIUM PAYOFFVACATION161 16.00 731.12 COUNCIL BASE PAYREGULAR HOURS170 700.00 12,294.24 COUNCIL PRESIDENTS PAYREGULAR HOURS174 0.00 351.26 COUNCIL PAY FOR NO MEDICALREGULAR HOURS175 0.00 5,040.02 REGULAR HOURSREGULAR HOURS190 13,164.50 639,922.11 FIRE PENSION PAYMENTSREGULAR HOURS191 2.00 2,542.91 LIGHT DUTYREGULAR HOURS196 90.00 5,078.70 OVERTIME .5OVERTIME HOURS205 10.00 224.18 OVERTIME-STRAIGHTOVERTIME HOURS210 170.00 10,935.93 WATER WATCH STANDBYOVERTIME HOURS215 60.00 4,527.46 STANDBY TREATMENT PLANTMISCELLANEOUS216 14.00 1,961.65 OVERTIME 1.5OVERTIME HOURS220 408.00 38,906.89 OVERTIME-DOUBLEOVERTIME HOURS225 54.75 5,606.84 MISC PAYMISCELLANEOUS400 0.00 154.35 WORKING OUT OF CLASSMISCELLANEOUS410 0.00 5,993.16 SHIFT DIFFERENTIALSHIFT DIFFERENTIAL411 0.00 1,658.57 01/02/2026 Page 1 of 3 Item 8.3 Packet pg. 32/219 Payroll Earnings Summary Report City of Edmonds Pay Period: 1,195 (12/16/2025 to 12/31/2025) Hours AmountHour Type Hour Class Description RETROACTIVE PAYRETROACTIVE PAY600 0.00 231.78 ACCRUED COMP 1.0COMP HOURS602 56.50 0.00 ACCRUED COMP TIME 1.5COMP HOURS604 130.05 0.00 ACCRUED COMP 2.0COMP HOURS606 7.00 0.00 ACCREDITATION PAYMISCELLANEOUSacc 0.00 193.65 ACCRED/POLICE SUPPORTMISCELLANEOUSacs 0.00 228.46 Ancilary Duty PayREGULAR HOURSanc 0.00 222.60 Ancilary Duty PayREGULAR HOURSanc2 0.00 1,679.82 Ancilary Duty PayREGULAR HOURSanc3 0.00 1,382.20 BOC II CertificationMISCELLANEOUSboc 0.00 122.39 TRAINING CORPORALMISCELLANEOUScpl 0.00 235.40 CERTIFICATION III PAYMISCELLANEOUScrt 0.00 122.39 Detective 4%MISCELLANEOUSdet4 0.00 1,115.64 EDUCATION PAY 2%EDUCATION PAYed1 0.00 867.76 EDUCATION PAY 4%EDUCATION PAYed2 0.00 695.86 EDUCATION PAY 6%EDUCATION PAYed3 0.00 10,647.72 Furlough Day Non-RepresentedREGULAR HOURSfd1 182.80 11,206.25 FAMILY MEDICAL/SICKSICKfmls 226.00 11,949.16 HOLIDAYHOLIDAYhol 2,428.60 116,515.29 K-9 AssignmentMISCELLANEOUSk9 0.00 247.16 LANGUAGE PAYMISCELLANEOUSlan 0.00 950.00 LONGEVITY PAY 2%LONGEVITYlg1 0.00 1,165.99 LONGEVITY PAY 2.5%LONGEVITYlg11 0.00 937.63 Longevity 9%LONGEVITYlg12 0.00 3,327.84 Longevity 7%LONGEVITYlg13 0.00 1,719.13 Longevity 5%LONGEVITYlg14 0.00 1,166.10 Longevity 1.5%LONGEVITYlg16 0.00 58.29 LONGEVITY 6%LONGEVITY PAYlg3 0.00 556.41 Longevity 1%LONGEVITYlg4 0.00 1,161.72 Longevity 3%LONGEVITYlg5 0.00 4,225.52 Longevity 1.5%LONGEVITYlg7 0.00 879.50 Paid Family Medical Kelly DayKELLY DAYpfmk 17.00 951.64 Paid Family Medical Unpaid/SupABSENTpfmp 362.50 0.00 Paid FAMILY MEDICAL/SICKSICKpfms 149.50 8,677.62 01/02/2026 Page 2 of 3 Item 8.3 Packet pg. 33/219 Payroll Earnings Summary Report City of Edmonds Pay Period: 1,195 (12/16/2025 to 12/31/2025) Hours AmountHour Type Hour Class Description Paid Family Medical VacationVACATIONpfmv 6.00 335.88 PHYSICAL FITNESS PAYMISCELLANEOUSphy 0.00 3,565.54 Special Ops SergeantMISCELLANEOUSsop 0.00 255.80 PSET SergeantMISCELLANEOUSstr 0.00 255.80 TAC OfficerMISCELLANEOUStac 0.00 225.72 Traffic Officer - CarMISCELLANEOUStraf 0.00 634.58 Vacation PremiumVACATIONvap 8.00 311.21 Total Net Pay:$830,419.40 $1,227,397.87 23,780.65 01/02/2026 Page 3 of 3 Item 8.3 Packet pg. 34/219 Benefit Checks Summary Report City of Edmonds Pay Period: 1,195 - 12/16/2025 to 12/31/2025 Bank: usbank - US Bank Direct DepositCheck AmtNamePayee #DateCheck # 66361 01/05/2026 bpas BPAS 8,636.12 0.00 66362 01/05/2026 icma MISSIONSQUARE PLAN SERVICES 5,095.51 0.00 66363 01/05/2026 flex NAVIA BENEFIT SOLUTIONS 7,303.03 0.00 66364 01/05/2026 tx TEXAS CHILD SUPPORT SDU 634.50 0.00 66365 01/05/2026 rwt WASHINGTON TEAMSTERS 284.55 0.00 66366 01/05/2026 afscme WSCCCE, AFSCME AFL-CIO 2,993.10 0.00 24,946.81 0.00 Bank: wire - US BANK Direct DepositCheck AmtNamePayee #DateCheck # 3940 01/05/2026 pens DEPT OF RETIREMENT SYSTEMS 282,255.75 0.00 3942 01/05/2026 aflac AFLAC 3,284.60 0.00 3945 01/05/2026 us US BANK 162,692.19 0.00 3947 01/05/2026 wadc WASHINGTON STATE TREASURER 38,536.89 0.00 3948 01/05/2026 mebt WTRISC FBO #N3177B1 149,816.15 0.00 3949 01/05/2026 pb NATIONWIDE RETIREMENT SOLUTION 8,705.80 0.00 3951 01/05/2026 oe OFFICE OF SUPPORT ENFORCEMENT 780.00 0.00 3952 01/05/2026 empse EMPLOYMENT SECURITY DEPARTMENT 127.30 0.00 646,198.68 0.00 671,145.49 0.00Grand Totals: Page 1 of 11/2/2026 Item 8.3 Packet pg. 35/219 City Council Agenda Item 8.4 January 13, 2026 - Regular Meeting TITLE:Job Order Contracts (JOC) Projects and Planning Update - Public Safety Building Gutter and Downspout Replacement DEPARTMENT:Public Works and Utilities PRESENTER:Thom Sullivan NEEDED FROM COUNCIL:Action RECOMMENDATION:Approve on Consent Agenda. BUDGET: Total Dollar Amount:$45,213 ☒ Approved in Budget Fund(s):016 ☐ Budget Reallocation Required ☐ No Budget Impact PROBLEM/ISSUE STATEMENT: The existing steel gutters and downspouts at the Public Safety building are more than 25 years old and are failing due to age and condition. Steel gutters and downspouts were selected as a value-engineered decision during original construction. They currently present a safety issue with water leaking over the walkway and water leaking from the gutters is causing unnecessary building degradation. CONTEXT, ANALYSIS, & ALTERNATIVES: A full gutter and down spout replacement for the Public Safety building is called out in this contract with 6” aluminum box gutters and 3” ABS downspouts. This item was heard at the Council Committee A meeting on January 6th and subsequently moved to consent. RECOMMENDATION: Approve on Consent Agenda. BUDGET IMPACTS: Project Bond Funded in 2025-2026 Facilities Deferred Maintenance Project DP ADDITIONAL INFORMATION: ATTACHMENTS: JC25-01W – Public Safety Building Gutter and Downspouts Replacement Item 8.4 Packet pg. 36/219 Job Order Authorization Job Order Contract Date:11/05/2025 Job Order #:JC25-01W Project Department/Division: Information Job Order Title:Public Safety building gutter and downspout replacement Location Name:Public Safety Building Brief Scope of Work:Replacement of rusty or leaking down spouts and gutters, these are attached to a metal roof so this may be a specific system or style. Contract Contract:JOC-COE-Woodridge-001 Information Contractor:Woodridge Construction 26502 Van Brocklin Rd. Monroe, WA 98272 Project Costs Construction $39,076.18 Construction Sales Tax 10.5%$4,103.00 Gordian Licensing 1.95%$761.99 Sales Tax on License Fee 10.5%$80.01 Gordian Fee 3.05%$1,191.82 Total:$45,213.00 Schedule Project Duration: Start Date (Planned): Completion Date (Planned): Sign below to approve this Job Order Edmonds Signatory [Under $50K, Director Signs], [$50K - $100K, Mayor Signs], [Over $100K, City Council Approval] Date City of Edmonds 121 5th Ave N Edmonds, Washington 98020 1 of 1Job Order Authorization Item 8.4 Packet pg. 37/219 To:From:Thom Sullivan City of Edmonds 121 5th Ave N Edmonds, WA 98020 4252754515x1379 thom.sullivan@edmondswa.gov Final Scope of Work Job Order Contracting Date: 11/5/2025 Contract Number:JOC-COE-Woodridge-001 Job Order Number:JC25-01W Job Order Title:Public Safety building gutter and downspout replacement Location:Public Safety Building 250 5ht Ave N Edmonds, WA 98020 Brief Scope of Work:Replacement of rusty or leaking down spouts and gutters, these are attached to a metal roof so this may be a specific system or style. City of Edmonds 121 5th Ave N Edmonds, Washington 98020 The following items detail the scope of work as discussed at the site. All requirements necessary to accomplish the items set forth below shall be considered part of this scope of work. Darin Niskanen, Contractor Project Manager Thom Sullivan, Facilities Manager Date This Job Order is governed by the Terms and Conditions of Contract indicated above. Page 1 of 1Final Scope of Work Item 8.4 Packet pg. 38/219 WOODRIDGE CONSTRUCTION LLC woodridgeconstructionllc@gmail.com – Monroe WA 98272 City of Edmonds JOC Project Scope of Work Date: ____________ 1. Project Title: Gutter and Downspout Replacement Project 2. Edmonds Project #: TBD 3. WRC Job #: 2025-52 4. Location: Building perimeter 5. Address: 250 5th Ave N. Edmonds, WA 98020 6. Applicable Wage Determination: WA State Prevailing Wage-King County-Commercial Rates 7. Key Stakeholders: a. City of Edmonds PM: Thom Sullivan b. End User Rep: N/A c. Consultant: N/A d. WRC PM: Darin Niskanen e. WRC Safety/QC: Wade Simonson f. WRC Supt: Wade Simonson g. Proposed Subcontractors: i. Seamlessly Gutters, LLC 8. Contract Documents and Drawings: a. Intake Dated _________ 9. Project Summary: Replacement of rusty or leaking gutters and downspouts. Replace with 6" aluminum box gutters and 3" ABS downspouts. Gutter to match existing. Paint downspouts to match. 9/30/2025 8/25/2025 Item 8.4 Packet pg. 39/219 WOODRIDGE CONSTRUCTION LLC woodridgeconstructionllc@gmail.com – Monroe WA 98272 10. Key Assumptions: • Existing infrastructure is in condition to reasonably connect to/with standard methods without failure • Conditions of facility do not create delays unanticipated • Work as described is sufficient for complete and functional installation, conditions unknown that cause additional methods may require a change order. 11. Schedule Information: a. Proposed workdays/hours: Standard working hours per noise ordinances b. Phasing of work: Continuous c. Estimated duration from issuance of NTP i. Issue subcontracts and gather submittals: 1 week ii. Material lead time from approved submittals: 2 weeks iii. Construction: 2 weeks iv. Close-Out: 2 weeks v. Total Performance Period: 2 months vi. Required Completion Date: Asap 12. Jobsite Safety: a. Temporary fencing or barricades: N/A b. Traffic Control: N/A c. Temporary signage: N/A d. Lifts of scaffolding: N/A e. Hazardous materials: N/A f. Lock-Out/tag-out: N/A g. Dust/infection control: N/A h. Welding or other hot work: N/A i. Confined space: N/A j. Heavy equipment: N/A k. Fire safety: N/A l. Fall protection: N/A m. Shoring/trench boxes: N/A Item 8.4 Packet pg. 40/219 WOODRIDGE CONSTRUCTION LLC woodridgeconstructionllc@gmail.com – Monroe WA 98272 n. Utility locates: N/A o. Other safety issues: N/A 13. Site Logistics: a. Badges and/or background checks: N/A b. Material lay-down area: Within work area c. Contractor parking: Parking Lot d. Jobsite security, keys, and/or site access: Provided by City of Edmonds to open and close facility e. Restroom facilities: Facility f. Coordination with shops: Only if shutoffs at individual units fail. 14. Impacts to Occupants: a. Owner special interest items: N/A b. Fire alarm deactivation/reactivation: N/A c. Relocation of personnel and/or equipment: N/A d. Noise: Minimal e. Dust: N/A f. Others: N/A 15. Required permits/agency approval: a. Plan Review: N/A b. Building permit: N/A c. City Electrical Permit: N/A d. L&I Electrical Permit: N/A e. Mechanical Permit: N/A f. Fire Dept: N/A g. Other: N/A Item 8.4 Packet pg. 41/219 WOODRIDGE CONSTRUCTION LLC woodridgeconstructionllc@gmail.com – Monroe WA 98272 16. Detailed Scope: • Removal and disposal of old gutters and downspouts. Visually Inspect fascia board and check for drip edge after the removal • Installation of new 6” Straight face gutters, .032 Aluminum is required. Installed using Raytec Hangtite hidden hangers with a #10x1.5" Resist Coated screw, 16" spacing. • Installation of new 3" round downspouts, 3" ABS Pipe and elbows • Scupper Box- Install Custom made or Custom ordered Scupper box. • Gutter color- Red Exclusions: • Hazardous Materials • Delays not caused by Contractor • Existing conditions not listed • Downspout tight line drain caps Division 01- General Conditions • Order new equipment and provide methods to bring to facility and remove existing. 17. Proposed Submittal Items: a. Gutters and Downspouts b. c. d. e. Item 8.4 Packet pg. 42/219 Price Proposal Detail Package Report Version: 3.0 Approved 11/05/2025 09:50:33 AM PST 121 5th Ave N Edmonds, Washington 98020 City of Edmonds Date:November 5, 2025 JOC Name (Contractor):Woodridge Construction Contract Name:Woodridge Contract Number:JOC-COE-Woodridge-001 Job Order Number:JC25-01W Job Order Title:Public Safety building gutter and downspout replacement Location:Public Safety Building Cost Proposal Date:November 5, 2025 Division Division Totals 01 General Requirements $14,008.06 07 Thermal And Moisture Protection $25,068.12 Proposal Total:$39,076.18 The Percentage of Non Pre-Priced on this Proposal:0.0% By signing the Contractor acknowledges that this Job Order is issued under the provisions of the Contract established in response to Contract #JOC-COE-Woodridge-001 by City of Edmonds. The services authorized are within the scope of services set forth in the Contract. All rights and obligations of the parties shall be subject to and governed by the terms and conditions, amendment(s) (if applicable), and the signed contract including any subsequent modifications, are hereby incorporated by reference as if fully set forth herein. Thom Sullivan, Facilities Manager Date Darin Niskanen, Project Manager Date City Project Manager Date Proposal Value: $39,076.18 Washington State Sales Tax ( 10.5 ):$4,103.00 Total Price of Construction Including WSST: $43,179.18 Price Proposal Detail Package Report Print Date: 11/05/2025 09:50:49 AM PST Page 1 of 4 Item 8.4 Packet pg. 43/219 Price Proposal Detail Package Report Version: 3.0 Approved 11/05/2025 09:50:33 AM PST 121 5th Ave N Edmonds, Washington 98020 City of Edmonds Record #CSI Number MOD UOM Description Unit Price Factor Total 01 - General Requirements $14,008.06 1 012223000006 WK 40' Engine Powered, Telescoping Boom Man Lift With Platform Accepted Quantity x Unit Price x Factor =LineTotal Installation WK 1.00 x $1,176.79 x 1.0000 =$1,176.79 $1,176.79 User Note:Lift for installation of gutters on 2nd elevation. 2 012223001575 WK 1/2 To 3/4 Ton, 4 x 2 Light Duty Conventional Pickup Truck With Full-Time Truck Driver Accepted Quantity x Unit Price x Factor =LineTotal Installation WK 2.00 x $4,752.04 x 1.0000 =$9,504.08 $9,504.08 User Note:Best fit - Extrusion machine on site to fabricate gutters. 3 015626000006 LF Temporary 8' High Chain Link Fence And Posts, Up To 6 Months Accepted Quantity x Unit Price x Factor =LineTotal Installation LF 140.00 x $10.42 x 1.2500 =$1,823.50 $1,823.50 User Note:Chain link for lay down area. 4 017113000003 EA Equipment Delivery, Pickup, Mobilization And Demobilization Using A Tractor Trailer With Up To 53' Bed Accepted Quantity x Unit Price x Factor =LineTotal Installation EA 1.00 x $1,503.69 x 1.0000 =$1,503.69 $1,503.69 User Note: Date:November 5, 2025 JOC Name (Contractor):Woodridge Construction Contract Name:Woodridge Contract Number:JOC-COE-Woodridge-001 Job Order Number JC25-01W Job Order Title Public Safety building gutter and downspout replacement Location:Public Safety Building Cost Proposal Date:November 5, 2025 Proposal Value: $39,076.18 Price Proposal Detail Package Report Print Date: 11/05/2025 09:50:49 AM PST Page 2 of 4 Item 8.4 Packet pg. 44/219 Price Proposal Detail Package Report Version: 3.0 Approved 11/05/2025 09:50:33 AM PST 121 5th Ave N Edmonds, Washington 98020 City of Edmonds 07 - Thermal And Moisture Protection $25,068.12 5 077123000005 LF 6", 0.027" Thick, K-Style Aluminum Gutter Accepted Quantity x Unit Price x Factor =LineTotal Installation LF 750.00 x $12.24 x 1.2500 =$11,475.00 Demo LF 750.000000 x $4.83 x 1.2500 =$4,528.13 $16,003.13 User Note: 6 077123000005 0311 LF For Kynar 500® Finish, Add Accepted Quantity x Unit Price x Factor =LineTotal Installation LF 750.00 x $1.94 x 1.2500 =$1,818.75 $1,818.75 User Note: 7 077123000022 EA 6", K-Style Aluminum Gutter End Cap Accepted Quantity x Unit Price x Factor =LineTotal Installation EA 39.00 x $4.62 x 1.2500 =$225.23 Demo EA 39.000000 x $0.00 x 1.2500 =$0.00 $225.23 User Note: 8 077123000022 0311 EA For Kynar 500® Finish, Add Accepted Quantity x Unit Price x Factor =LineTotal Installation EA 39.00 x $0.96 x 1.2500 =$46.80 $46.80 User Note: 9 077123000035 EA 6", K-Style Aluminum Gutter Miter Accepted Quantity x Unit Price x Factor =LineTotal Installation EA 35.00 x $29.50 x 1.2500 =$1,290.63 Demo EA 35.000000 x $0.00 x 1.2500 =$0.00 $1,290.63 User Note: 10 077123000035 0311 EA For Kynar 500® Finish, Add Accepted Quantity x Unit Price x Factor =LineTotal Installation EA 35.00 x $7.26 x 1.2500 =$317.63 Price Proposal Detail Package Report Print Date: 11/05/2025 09:50:49 AM PST Page 3 of 4 Item 8.4 Packet pg. 45/219 Price Proposal Detail Package Report Version: 3.0 Approved 11/05/2025 09:50:33 AM PST 121 5th Ave N Edmonds, Washington 98020 City of Edmonds $317.63 User Note: 11 077123000054 LF 3" x 4", 0.019" Thick, Rectangular Aluminum Downspout Accepted Quantity x Unit Price x Factor =LineTotal Installation LF 431.00 x $6.99 x 1.2500 =$3,765.86 Demo LF 431.000000 x $2.97 x 1.2500 =$1,600.09 $5,365.95 User Note: Proposal Total:$39,076.18 The Percentage of Non Pre-Priced on this Proposal:0.0% This proposal total represents the correct total for the proposal. Any discrepancy between line totals, sub-totals and the proposal total is due to rounding of the line totals and sub-totals. Price Proposal Detail Package Report Print Date: 11/05/2025 09:50:49 AM PST Page 4 of 4 Item 8.4 Packet pg. 46/219 3 3 2 City Council Agenda Item 8.5 January 13, 2026 - Regular Meeting TITLE:Professional Services Agreement for Highway 99 Revitalization Project - Stage 3 Urban Design Elements DEPARTMENT:Public Works and Utilities PRESENTER:Mike De Lilla/Bertrand Hauss NEEDED FROM COUNCIL:Action RECOMMENDATION:Approve agreement. BUDGET: Total Dollar Amount:TBD ☐ Approved in Budget Fund(s):grant funded ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: The Urban Design Elements task was included in SCJ’s (lead consultant) initial contract. They started working on this portion of the project, and after several meetings, a determination was made that another consultant should lead the urban design task. HBB was selected and their scope of work consists of: Site inventory and analysis Preliminary concept development o Establishment maximum of (4) conceptual-level alternatives o Participation in Stakeholder meetings (already in-place) o Concept refinement and community outreach (through Open Houses & on-line surveys) o Selection of top (2) alternatives and completion of 30% Design Plans for both Design documents for preferred alternative (60% Plans, 90% Plans, 100% Plans). Structural work is included in SOW (as needed based on selected urban design elements) and to be completed by Structural Consultant (MLA). Urban Design Elements plan sheets for this portion of the project will be inserted into the SCJ plan sheets. CONTEXT, ANALYSIS, & ALTERNATIVES: The goal of the Highway 99 Revitalization project is to extend the successful transformation of Highway 99 in Shoreline through Edmonds from 244th St. SW to 210th St. SW. Due to the high cost of completing all the other proposed improvements along the corridor, the 2 ¼ mile stretch was divided into 7 segments. The scope of the Stage 3 segment, from 244th St. SW to 238th St. SW, includes capacity improvements at 238th St. SW with the addition of a second left turn lane for the northbound movement. It also includes a planter strip, bike lane, new sidewalk, new street and pedestrian lighting on both sides of Hwy 99, an overlay, and the completion of various utility improvements (including Item 8.5 Packet pg. 47/219 3 3 2 conversion of overhead utilities to underground). Urban Design Elements additions to the project could include the following: signage, artistic elements, landscaping, and hardscape components. RECOMMENDATION: Approve agreement on consent agenda. BUDGET IMPACTS: The total contract cost with HBB contract for Stage 3 is $223,038.38 (including $4,286,49 in Management Reserve) and will be 100% grant funded (Connecting Washington funds from $16.5 Million secured amount and Move Ahead funds from $22.5 Million secured amount). This design work will be completed by December 2027 (similar timeframe to SCJ work). ADDITIONAL INFORMATION: ATTACHMENTS: Attachment 1 – WSDOT Local Agency Negotiated Hourly Rate Consultant Agreement. Item 8.5 Packet pg. 48/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 1 of 14 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba’s): Address Federal Aid Number UBI Number Federal TIN Execution Date Completion Date 1099 Form Required Yes No Federal Participation Yes No Project Title Description of Work Yes No DBE Participation Yes No MBE Participation Yes No WBE Participation Yes No SBE Participation Maximum Amount Payable: Index of Exhibits Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Scope of Work DBE Participation Preparation and Delivery of Electronic Engineering and Other Data Prime Consultant Cost Computations Sub-consultant Cost Computations Title VI Assurances Certification Documents Liability Insurance Increase Alleged Consultant Design Error Procedures Consultant Claim Procedures Hough Beck & Baird Inc 2101 4th Ave Suite 1800 Seattle, WA 98121 HLP CNWA 022 601-284-757 91-1504647 December 31, 2027 Urban Design Elements - Hwy 99 Revitalization & Gateway Project, Stage 3 The purpose of this project is to incorporate urban design elements to highlight the unique character of Edmonds and to improve overall aesthetics for all modes of transportation users along Hwy 99. The work developed under this contract will be folded into the larger construction packages for the roadway. Stage 3 of this project has secured all necessary funding for design and construction, with no Federal funding, with an approximate duration of 24 months from notice to proceed to final bid documents. Urban design elements could include landscape, paving treatments, signs, or small structures. In the event that public art is of interest, this project will assist in the solicitation process, selection, and coordination with public artist(s). The design process will start with site inventory and analysis before moving to concept development and will progress towards bid-ready construction documents with public and stakeholder involvement throughout. n n n n n n 223,038.38 Item 8.5 Packet pg. 49/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 2 of 14 THIS AGREEMENT, made and entered into as shown in the “Execution Date” box on page one (1) of this AGREEMENT, between the _________________________________________________________________, hereinafter called the “AGENCY,” and the “Firm / Organization Name” referenced on page one (1) of this AGREEMENT, hereinafter called the “CONSULTANT.” WHEREAS, the AGENCY desires to accomplish the work referenced in “Description of Work” on page one (1) of this AGREEMENT and hereafter called the “SERVICES;” and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I.General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II.General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit “A” attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. III.General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days’ notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit “A.” The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. City of Edmonds Public Works and Utilities Item 8.5 Packet pg. 50/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 3 of 14 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit “B” attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is, a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY’s “DBE Program Participation Plan” and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. In the absence of a mandatory DBE goal, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall develop a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms (including Prime) involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit “C – Preparation and Delivery of Electronic Engineering and other Data.” All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring, as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below: If to AGENCY: If to CONSULTANT: Name: Name: Agency: Agency: Address: Address: City: State: Zip: City: State: Zip: Email: Email: Phone: Phone: Facsimile: Facsimile: IV.Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must be completed by the date shown in the heading of this AGREEMENT titled “Completion Date.” The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Bertrand Hauss City of Edmonds Public Works and Utilities 7110 210th St SW Bertrand.Hauss@edmondswa.gov (425) 771-0235 Edmonds (425) 744-6057 WA 98026 Aaron Luoma Hough Beck & Baird Inc. 2101 4th Ave Suite 1800 Seattle WA 98121 aluoma@hbbseattle.com 206.682.3051 Item 8.5 Packet pg. 51/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 4 of 14 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). A.Hourly Rates: Hourly rates are comprised of the following elements - Direct (Raw) Labor, Indirect Cost Rate,and Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon thenegotiated hourly rates shown in Exhibits “D” and “E” attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT’s direct labor rates and indirect cost rate computations and agreed upon fee. The accepted negotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as memorialized in a final written acknowledgment, to 180 days following the CONSULTANT’s fiscal year end (FYE) date. The direct (raw) labor rates and classifications, as shown on Exhibits “D” and “E” shall be subject torenegotiations for each subsequent twelve (12) month period (180 days following FYE date to 180 daysfollowing FYE date) upon written request of the CONSULTANT or the AGENCY. The written request mustbe made to the other party within ninety (90) days following the CONSULTANT’s FYE date. If no suchwritten request is made, the current direct (raw) labor rates and classifications as shown on Exhibits “D” and“E” will remain in effect for the twelve (12) month period. Conversely, if a timely request is made in the manner set forth above, the parties will commence negotiations to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12 month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications toaid in negotiations. If the parties cannot reach an agreement on the direct (raw) labor rates and classifications,the AGENCY shall perform an audit of the CONSULTANT’s books and records to determine theCONSULTANT’s actual costs. The audit findings will establish the direct (raw) labor rates andclassifications that will applicable for the twelve (12) month period. The fee as identified in Exhibits “D” and “E” shall represent a value to be applied throughout the life of theAGREEMENT. The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rate under this AGREEMENT, even if/when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12) month period. At the AGENCY’s option, a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred duringthe provisional or conditional period will not be adjusted. The CONSULTANT may request an extension ofthe last approved indirect cost rate for the twelve (12) month period. These requests for provisional indirectcost rate and/or extension will be considered on a case-by-case basis, and if granted, will be memorialized ina final written acknowledgment. The CONSULTANT shall maintain and have accessible support data for verification of the components ofthe hourly rates, i.e., direct (raw) labor, indirect cost rate, and fee (profit) percentage. The CONSULTANT shall bill each employee’s actual classification, and actual salary plus indirect cost rate plus fee. Item 8.5 Packet pg. 52/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 5 of 14 A.Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the actual cost to theCONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, longdistance telephone, supplies, computer charges, and fees of sub-consultants. Air or train travel will bereimbursed only to lowest price available, unless otherwise approved by the AGENCY. The CONSULTANTshall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) inaccordance with the WSDOT’s Accounting Manual M 13-82, Chapter 10 – Travel Rules and Procedures, and all revisions thereto. Air, train, and rental card costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46 “Travel Costs.” The billing for Direct Non-salary Costs shall include an itemized listing of the charges directly identifiable with these SERVICES. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT. B.Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (1.) The Maximum Amount Payable does not include payment for extra work as stipulated in section XIII, “Extra Work.” No minimum amount payable is guaranteed under this AGREEMENT. C.Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorizedin A and B above. Detailed statements shall support the monthly billings for hours expended at the rates established in Exhibit “D,” including names and classifications of all employees, and billings for all direct non-salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT’s employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the SERVICES at the time of the interview. D.Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the SERVICES under this AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, electronic data, and other related documents, which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remediesthe AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit all required adjustments will be made and reflected in a final payment. In the event that suchfinal audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by theAGENCY of overpayment. Per WSDOT’s “Audit Guide for Consultants,” Chapter 23 “Resolution Procedures,” the CONSULTANT has twenty (20) working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings E. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT’s Internal Audit Office and /or at the request of the AGENCY’s Project Manager. Item 8.5 Packet pg. 53/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 6 of 14 VI.Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit “A” attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit “E” attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V “Payment Provisions” herein and shall be memorialized in a final written acknowledgment between the parties All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE’s Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII.Employment and Organizational Conflict of Interest The CONSULTANT warrants that they 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 contract, and that it has 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, gift, or any other consideration, contingent upon or resulting from the award or making of this agreement. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen’s Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT’s employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. Agreement Number: Item 8.5 Packet pg. 54/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 7 of 14 VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: •Title VI of the Civil Rights Act of 1964 (42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d-4a) •Federal-aid Highway Act of 1973 (23U.S.C. Chapter 3 § 324) •Rehabilitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V §794) •Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq.) •Civil Rights Restoration Act of 1987 (Public Law 100-259) •American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 § 12101 et. seq.) •23 CFR Part 200 •49 CFR Part 21 •49 CFR Part 26 • RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit “F” attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit “F” in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX.Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT, plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse theAGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason, that the CONSULTANT was not in default or that the CONSULTANT’s failure to perform is without the CONSULTANT’s or its employee’s fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. Item 8.5 Packet pg. 55/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 8 of 14 The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT’s supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X.Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII “Extra Work.” XI.Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer’s decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit “J”. In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. XII.Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT’s agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT Item 8.5 Packet pg. 56/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 9 of 14 to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tie , or any other persons for whom the STATE and /or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and/or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT’s negligence or the negligence of the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY’s, their agents’, officers and employees’ failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub- consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT’s relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT’s own employees or its agents against the STATE and/or the AGENCY 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. The Parties have mutually negotiated this waiver. Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for proper construction techniques, job site safety, or any construction contractor’s failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms 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. Item 8.5 Packet pg. 57/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 10 of 14 Insurance Coverage A.Worker’s compensation and employer’s liability insurance as required by the STATE. B.Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent withminimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars($2,000,000.00) in the aggregate for each policy period. C.Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coveragefor any “Auto” (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combinedsingle limit for each occurrence. Excepting the Worker’s Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured (the “AIs”), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non- contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT’s and the sub-consultant’s and/or subcontractor’s insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY 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 (14) days of the execution of this AGREEMENT to: Name: Agency: Address: City: State: Zip: Email: Phone: Facsimile: No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT’s professional liability to the AGENCY, including that which may arise in reference to section IX “Termination of Agreement” of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT’s professional liability to third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V “Payment Provisions” until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. Bertrand Hauss City of Edmonds Public Works and Utilities Edmonds WA 98026 (425) 744-6057 (425) 771-0235 Bertrand.Hauss@edmondswa.gov 7110 210th St SW Item 8.5 Packet pg. 58/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 11 of 14 XIII.Extra Work A.The AGENCY may at any time, by written order, make changes within the general scope of thisAGREEMENT in the SERVICES to be performed. B.If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify this AGREEMENT accordingly. C.The CONSULTANT must submit any “request for equitable adjustment,” hereafter referred to as “CLAIM,”under this clause within thirty (30) days from the date of receipt of the written order. However, if theAGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submittedbefore final payment of this AGREEMENT. D.Failure to agree to any adjustment shall be a dispute under the section XI “Disputes” clause. However,nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E.Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV.Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV.Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI.Certification of the Consultant and the Agency Attached hereto as Exhibit “G-1(a and b)” are the Certifications of the CONSULTANT and the AGENCY, Exhibit “G-2” Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit “G-3” Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit “G-4” Certificate of Current Cost or Pricing Data. Exhibit “G-3” is required only in AGREEMENTS over one hundred thousand dollars ($100,000.00) and Exhibit “G-4” is required only in AGREEMENTS over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III “General Requirements” prior to its performance of any SERVICES under this AGREEMENT. XVII.Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. XVIII.Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and AGREEMENT’s contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. Item 8.5 Packet pg. 59/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 12 of 14 XIX.Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state, or federal statutes (“State’s Confidential Information”). The “State’s Confidential Information” includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles credit card information, driver’s license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, STATE and AGENCY security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State’s Confidential Information in strictest confidence and not to make use of the State’s Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub-consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY’s express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State’s Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY’s option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State’s Confidential Information; or (ii) returned all of the State’s Confidential Information to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State’s Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State’s Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State’s Confidential Information was received; who received, maintained, and used the State’s Confidential Information; and the final disposition of the State’s Confidential Information. The CONSULTANT’s records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State’s Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State’s Confidential Information, monetary damages, or penalties It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information, which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as “Confidential” and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Item 8.5 Packet pg. 60/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 13 of 14 The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT, or (b) as soon as such confidential or proprietary material is developed. “Proprietary and/or confidential information” is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) isgenerally utilized by unaffiliated third parties engaged in the same business or businesses as theCONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as “Proprietary and/or confidential information” or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant’s proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY’s said disclosure of sub- consultants’ information. XX.Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain, and maintain all “documents” pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all “documents” pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT’s place of business during normal working hours. If any litigation, claim, or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. “Documents” shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim, or audit continues past the six (6) year retention period. For purposes of this AGREEMENT, “documents” means every writing or record of every type and description, including electronically stored information (“ESI”), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENTs, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. Item 8.5 Packet pg. 61/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 14 of 14 For purposes of this AGREEMENT, “ESI” means any and all computer data or electronic recorded media of any kind, including “Native Files”, that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops, or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. “Native files” are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and /or modified The CONSULTANT shall include this section XX “Records Maintenance” in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the “Execution Date” box on page one (1) of this AGREEMENT. Signature Date Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Item 8.5 Packet pg. 62/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit A Scope of Work Project No. See the following pages. Item 8.5 Packet pg. 63/219 HB B L a n d s c a p e A r c h i t e c t u r e 21 0 1 F o u r t h A v e n u e , S u i t e 1 8 0 0 Se a t t l e , WA 98 1 2 1 20 6 -68 2 -30 5 1 Ph o n e 20 6 -68 2 -32 4 5 Fa x ww w.h b b s e a t t l e . c o m Mr. Bertrand Hauss, P.E. 6 January 2026 Transportation Engineer City of Edmonds Bertrand.hauss@edmondswa.gov RE: Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 3) Dear Mr. Hauss, Thank you for the opportunity to provide urban design services for the City of Edmonds as part of the Highway 99 Revitalization project. After meetings and discussions with you on the scope of services, we understand the first phase will be Stage 3 (from 244th to ~ 400’ north of 238th) on Highway 99. A separate contract and scope of services will be developed for Stage 4 (from 224th to 220th). For both stages, SCJ Alliance (SCJ) is the lead consulting engineering for roadway improvements. The work developed under this contract will be folded into the larger construction packages for the roadway. Stage 3 has secured all necessary funding for design and construction, with no Federal funding, with an approximate duration of 24 months from notice to proceed to final bid documents. Urban design features could include landscape, paving treatments, signs, or small structures. Preliminary opportunity areas for urban design enhancements have been identified in Exhibit B. Examples of those urban design features are shown in pages 1 through 3 on Exhibit C from the City of Edmonds. We also understand that public art may be of interest, and a separate task is included below to assist in the solicitation process, selection and coordination with possible public artist(s). Examples of public art are shown on page 4 of Exhibit C. MLA Engineering is also joining our team as a subconsultant to assist with structural engineering for the possibility of larger urban design features. Our proposed scope of work will permit modification as we progress through the design process. The tasks that we are proposing for your project includes the following: PROJECT MANAGEMENT 1.1 Monthly Reporting & Invoicing a) Prepare and provide monthly reports with invoices. The project timeline is estimated to be 24 months from notice to proceed. 1.2 Biweekly Coordination Meetings with the City a) Attend bi-weekly virtual meetings with the City throughout the project, up to be 15 to 20 minutes in duration each. Formal meeting notes will not be produced for these coordination meetings, but follow-up emails will be provided for critical items discussed. 1.3 Project Schedule a) Develop and maintain a project schedule through the project. Make updates after each significant milestone in coordination with City and SCJ. 1.4 Subconsultant Coordination a) Coordinate with MLA Engineering throughout the project, primarily during Task 4 and Task 5. This includes attending up to eight (8) coordination meetings (virtual meetings). Task 1 Deliverables: • Monthly reporting and invoicing • Project schedule and updates. Exhibit A Scope of Work L L K. Item 8.5 Packet pg. 64/219 Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 3) Page 2 of 6 6 January 2026 SITE INVENTORY & ANALYSIS 2.1 Background Research a) HBB will review available background information including planning documents, Stage 2 Urban Design documentation, current Stage 3 construction documents, history of the Stage 3 area and the surrounding community. This will also include reviewing property ownership delineations, WSDOT requirements, and limited access areas. b) Prepare a base map with aerial images, existing surveyed conditions, along with proposed Stage 3 roadway improvements. City or SCJ will provide existing survey files and proposed roadway improvements. 2.2 Site Inventory a) Prepare for and attend a project kick-off meeting with City staff, SCJ, and HBB. The goal will be to review the project schedule, lines of communication, design parameters, and community engagement strategy. We will also review our initial background information review and base maps and provide questions to City and SCJ. b) Visit the Stage 3 area and vicinity, up to 3 staff from HBB, total of 5 hours in duration in order to review the site conditions during daylight hours and night hours. SCJ and City staff may attend the site visit. c) Supplement the base map with additional information on existing conditions, take site photos and video. 2.3 Site Analysis a) Attend one (1) meeting with SCJ and City staff to review site visit observations in preparation for developing a site analysis. b) Develop a site inventory plan and a site analysis plan in preparation for Stakeholder Meeting #1. Each plan will be 22” x 34” in size, full color plans, with site photos and notations. Site inventory will identify existing features and design parameters within Stage 3. Site analysis will identify urban design opportunities and other constraints within Stage 3. c) Develop precedent images for inspiration of various urban design features that could be feasible within Stage 3 based on the site inventory and analysis. This will be limited to up to two boards at 22” x 34”. d) Facilitate Stakeholder Meeting #1 to present site inventory and site analysis materials (virtual meeting). All meeting materials are developed under separate tasks. Task 2 Deliverables: • Base map • Site Inventory & Analysis Plans • Precedent images • Meeting notes Task 2 Meetings: • Project kick-off meeting with City staff and SCJ (virtual meeting) • Site visit • Site visit debrief meeting with City staff and SCJ • Stakeholder Meeting #1 (virtual meeting) PRELIMINARY CONCEPT DEVELOPMENT 3.1 Preliminary Concepts a) Develop preliminary concepts for urban design opportunity areas based on Task 2. Up to three urban design opportunities will be developed within Stage 3, (up to 3 concepts). Each concept will include plan view sketch in color, color section, and precedent images. Forms and materials will be annotated. b) Present preliminary concepts to City staff and SCJ for initial feedback. Make revisions as required. c) Facilitate Stakeholder Meeting #2 to present preliminary concepts. All meeting materials are developed under separate tasks. 3.2 Concept Refinement & Community Outreach a) Based on feedback received from Task 3.1, refine concepts from 3 to up to 2 alternatives in preparation for community outreach. b) Develop preliminary cost estimates (30% level) for up to 2 alternative concepts. Item 8.5 Packet pg. 65/219 Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 3) Page 3 of 6 6 January 2026 c) Develop 3D models and renderings during day and night. d) Facilitate a review meeting of the refined concepts, graphics and costs with City staff and SCJ, make revisions as required, up to 1 hour in duration, virtual meeting. All meeting materials are developed under separate tasks. e) Facilitate Stakeholder Meeting #3 to present refined concepts and associated materials. f) Revise up to 2 concepts and associated materials based on feedback received from stakeholders. g) Prepare for and attend Community Open House #1. Deliverables will be printed on mounted boards and reflect the feedback received to date. Flyers will be created to help advertise the open house in printed and digital form. Distribution of the flyers by the City. An online survey (using Survey Monkey platform) will be developed utilizing the same graphics as presented at the open house to request additional feedback on the proposed concepts. The online survey will be open for approximately 1 month, beginning on the day of the in-person open house. h) Revise concepts and associated materials based on feedback received from the open house and online survey. i) Attend meeting with City staff and SCJ to review revised materials, up to 1 hour in duration, virtual meeting. j) Submit Initial Art Concept review to WSDOT for the required Public Art Plan approval process. Materials will be based upon all graphics completed to date, with no significant additional formatting. Narrative elements will be added to the plan as required by WSDOT. k) Attend and present at a meeting with WSDOT, City staff and SCJ regarding the Art Concept review materials. All meeting materials are developed under separate tasks. l) Attend meeting with City staff and SCJ to review comments received to date, in preparation for City Council Meeting #1 and provide recommendations for concept(s) to proceed with, up 1 hour in duration. m) Prepare for and present to the City Council Meeting #1, including the urban design concepts and engagement process to date. Based on feedback, costs and other constraints, receive direction from Council on preferred concept(s) to proceed with for Construction Documentation. Task 3 Deliverables: • Preliminary Concepts o Up to 2 color rendered plan sketches o Up to 2 color rendered sections o Up to 2 associated precedent images • Refined Concepts (up to 3): o 3D model and renderings of day and night o 30% level cost estimates (up to 2) o Color rendered plan and section • Online survey questions and graphics. • Online survey summary results. • WSDOT Initial Art Concept review packet • City Council Meeting #1 presentation Task 3 Meetings: • Prepare for and attend up to four (4) design review meetings with City staff and SCJ (virtual meeting) • Stakeholder Meeting #2 • Stakeholder Meeting #3 • Community Open House #1 • Meeting with WSDOT to review and present Initial Art Concept • City Council Meeting #1 CONSTRUCTION DOCUMENTATION 4.1 60% Construction Documents a) Develop and prepare 60% design drawings for the preferred urban design concept identified in Task 3. 60% drawings will include landscape, urban design, and structural plans and details and will be formatted to fit within the construction documents for the larger Stage 3 roadway improvements, in coordination with SCJ. Sheets are estimated to include the following: Item 8.5 Packet pg. 66/219 Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 3) Page 4 of 6 6 January 2026 • Urban Design Plan & Details (3 sheets at 1” = 10’-0” scale). • Planting Plan & Details. (2 sheets 1” =10’-0” scale). • Structural Plan & Details (2 sheets at 1” = 10’-0” scale) b) Develop 60% technical specifications (WSDOT format) based on submitted plans. c) Develop 60% cost estimate (WSDOT format) based on submitted plans. d) Attend up to four (4) meetings with City staff and/or SCJ to coordinate plans, specifications and cost estimate. e) Submit Selected Art Concept review to WSDOT for the required Public Art Plan approval process. Materials will be based upon all graphics completed to date, with no additional formatting. Narrative elements will be added to the plan as required by WSDOT. Documentation may include sight lines, clear zones for WSDOT limited access areas. This information will be coordinated and provided by SCJ and incorporated into the submittal. f) Attend and present at a meeting with WSDOT, City staff and SCJ regarding the Selected Art Concept review materials. g) Prepare for and facilitate Stakeholder Meeting #4 to present 60% submittal and comments from WSDOT’s review. h) Prepare for and attend Community Open House #2. Deliverables will be printed on mounted boards and reflect the feedback received to date. No flyers or online survey will be included in Community Open House #2, and is assumed to be combined with the larger roadway project. 4.2 90% Construction Documents a) Develop and prepare 90% design drawings for each urban design concept(s), up to the 3 identified in Task 3. 90% drawings will include landscape, urban design, and structural plans and details and will be formatted to fit within the construction documents for the larger Stage 3 roadway improvements, in coordination with SCJ. Sheets based on those identified in Task 4.1 b) Develop 90% technical specifications (WSDOT format) based on submitted plans. c) Develop 90% cost estimate (WSDOT format) based on submitted plans. d) Submit Final Proposed Art review to WSDOT for the required Public Art Plan approval process. Materials will be based upon all graphics completed to date, with no additional formatting. Narrative elements will be added to the plan as required by WSDOT. e) Attend and present at a meeting with WSDOT, City staff and SCJ regarding the Final Proposed Art review materials. f) Prepare for and facilitate Stakeholder Meeting #5 to present 90% submittal and comments received to date. All meeting materials are developed under separate tasks. 4.3 100% Construction Documents / Bid Set a) Using the final 90% submittal as a base, develop and prepare 100% Construction Documents / Bid Set incorporating WSDOT and City comments. 100% drawings will include landscape, urban design, and structural plans and details and will be formatted to fit within the construction documents for the larger Stage 3 roadway improvements, in coordination with SCJ. Sheets based on those identified in Task 4.1 b) Develop 100% technical specifications (WSDOT format) based on submitted plans. c) Develop 100% cost estimate (WSDOT format) based on submitted plans. d) Attend up to three (3) meetings with City staff and/or SCJ to coordinate plans, specifications, and cost estimate. Task 4 Deliverables: • 60% construction documents including drawings, technical specifications, and cost estimate. • WSDOT Selected Art Concept packet • 90% construction documents including drawings, technical specifications, and cost estimate. • WSDOT Final Proposed Art packet • 100% / Bid Set construction documents including drawings, technical specifications, and cost estimate. • City Council Meeting #2 packet • Meeting notes Task 4 Meetings: • Prepare for and attend up to four (4) design review meetings with City staff and SCJ. • Stakeholder Meeting #4 Item 8.5 Packet pg. 67/219 Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 3) Page 5 of 6 6 January 2026 • Meeting with WSDOT to review and present Selected Art Concept • Community Open House #2 • Stakeholder Meeting #5 • Meeting with WSDOT to review and present Final Proposed Art BID SUPPORT 5.1 Bid Support a) Respond to contractor questions relating to the construction documents and assist in the preparation of one (1) addendum. b) Integrate bid addenda information and produce a conformed set of plans, details, and specifications. Task 5 Deliverables: • One (1) addendum to construction documents (plans, details, and specifications). PUBLIC ARTIST SUPPORT 6.1 Public Artist Support a) Assist the City in developing a Public Artist solicitation (RFP). b) Assist the City in selecting a Public Artist, and attending interview reviews (up to 4 hours in duration) c) Coordination with Public Artist to incorporate designs into deliverables, this is in addition to the scope of services already identified. d) Attend up to six (6) meetings with the Public Artist for the duration of the project. Task 5 Deliverables: • None ASSUMPTIONS The above scope and fee are based on the following assumptions: 1. Any language translation services (live or for materials prepared) will be provided by the City. 2. Roadway engineering is at approximately 60% design for Stage 3 and 30% for Stage 4 design. 3. Stakeholder meetings will be virtual meetings, set up by the City, duration one (1) hour each. 4. The Stakeholder group has already been formed and consists of residents, business owners, and council members. They meet regularly every 2 months. It is anticipated that we will provide updates to the project and interact with the stakeholder throughout the project to help guide design decisions. This scope of work includes 9 virtual meetings, including presentation materials and meeting notes for each. Packets of materials will be sent ahead of time (approximately 1 week), and the meetings will be facilitated by HBB when focused on the urban design features. Materials will be presented as PDFs. 5. Open houses will be in person, and the City will coordinate location, rental agreements, refreshments, mailers, and online invitations. SCJ will also attend Open Houses. 6. Any irrigation required for the urban design enhancements will be connected to the larger roadway irrigation system and designed by SCJ. 7. SCJ will provide foundation details needed for artistic or urban design elements per the project RFQ. 8. Coordination meetings with the City will be 15 minutes in duration and virtual, unless otherwise identified. 9. All meetings are assumed to be one hour in duration, virtual, unless otherwise identified. 10. Attending and presenting at City Council meetings will be in-person, with a total duration of 3 hours each, including travel. 11. Attending and presenting at Community Open House meetings are assumed to be 4 hours in duration, including travel. 12. Electrical engineering services will be provided by SCJ as needed. Lighting design at a conceptual level will be provided by HBB. 13. Arborist services are not included in this scope of work. 14. Right-of-way acquisition and planning will be by others. 15. Assembling and submitting construction documentation will be by SCJ. 16. Construction Administration services are not included in this agreement but may be added as a supplement agreement upon completion of the design phases. Item 8.5 Packet pg. 68/219 Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 3) Page 6 of 6 6 January 2026 17. The WSDOT Public Art Plan is based on the requirements within Chapter 950 of the Design Manual. 18. The 60% Submittal documents will be used to submit for all required City and State permits. City staff and/or SCJ will lead the permitting efforts. 19. Quality Control / Quality Assurance reviews are included for each major deliverable and PS&E Submittal by a senior licensed landscape architect. 20. City of Edmonds will be responsible for publishing RFP for public artist, coordinating the public artist selection, and contracting with them separately for design and construction. 21. Geotechnical engineering is not included. It is assumed that the SCJ team has conducted sufficient geotechnical investigations to support the urban design features proposed as part of this contract. We are prepared to negotiate any adjustments in design services to meet the requirements of the project. If you have any questions regarding the above proposal, please call. Best regards, HOUGH BECK & BAIRD INC. Aaron Luoma, ASLA Principal Attachments: Exhibit A. HWY99 Edmonds Urban Design Stage 3 Fee Estimate Exhibit B. Edmonds_Hwy99_Stg3_Potential-LA&Art-Areas_2023-0419 Exhibit C. 0775_Edmonds Hwy 99 Conceptual Imagery Booklet 22. Conceptual designs will take into consideration the maintenance and life cycle costs of proposed materials. DKL Item 8.5 Packet pg. 69/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit B DBE Participation Plan In the absents of a mandatory DBE goal, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall develop a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. Hough Beck & Baird Inc. is a certified DBE, SBE and WBE company with the State of Washington. SBE/DBE# D2F0008876 WBE# W2F0008876 MLA Engineering, LLC is a certified SBE company with the State of Washington. SBE# S000025704 Item 8.5 Packet pg. 70/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I.Surveying, Roadway Design & Plans Preparation Section A.Survey Data B.Roadway Design Files C.Computer Aided Drafting Files See Exhibit A Scope of Work See Exhibit A Scope of Work See Exhibit A Scope of Work Item 8.5 Packet pg. 71/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 D.Specify the Agency’s Right to Review Product with the Consultant E.Specify the Electronic Deliverables to Be Provided to the Agency F.Specify What Agency Furnished Services and Information Is to Be Provided See Exhibit A Scope of Work See Exhibit A Scope of Work See Exhibit A Scope of Work Item 8.5 Packet pg. 72/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 II.Any Other Electronic Files to Be Provided III.Methods to Electronically Exchange Data See Exhibit A Scope of Work See Exhibit A Scope of Work Item 8.5 Packet pg. 73/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 A.Agency Software Suite B.Electronic Messaging System C.File Transfers Format See Exhibit A Scope of Work See Exhibit A Scope of Work See Exhibit A Scope of Work Item 8.5 Packet pg. 74/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit D Prime Consultant Cost Computations See the following pages. Item 8.5 Packet pg. 75/219 Exhibit A Project: Owner: Firm: Date: Principal Project Manager / Landscape Architect Design Comp./ Tech Contracts Admin $108.50 $ 90.50 $ 61.00 $ 49.50 $ 55.00 TASK 1.0 46 16 0 24 $6,459.00 1.1 Monthly Reporting & Invoicing 24 24 1.2 Biweekly Coordination Meetings with the City (40 meetings)101.3 Project Schedule 4 8 1.4 8 8 TASK 2.1 19 35 58 0 $6,834.00 2.1 Background Research a.Review background information 2 8 b.Prepare base map 2 4 8 2.2 Site Inventory a.Kick-off meeting 1 1 1 b.Site visit 5 5 5 c.Revise base map 1 2 4 2.3 Site Analysis a.Coordination meeting 1 1 b.Site Inventory and Analysis Plan 1 4 8 24 c.Precedent images 2 4 16 d.Stakeholder Meeting #1 1 2 TASK 3.9 42 64 216 0 $19,373.50 3.1 Preliminary Concepts a.Develop preliminary concepts (up to 3)2 8 12 20 b.Coordination meeting 1 1 c.Stakeholder Meeting #2 1 2 3.2 Concept Refinement & Community Outreach a.Refine concepts (up to 2)2 4 12 24 b.Develop preliminary cost estimates 1 2 4 12 c.Develop 3D models and renderings 4 4 80 d.Coordination meeting 1 1 e.Stakeholder Meeting #3 1 2 f.Revise concepts (up to 2)2 6 16 g.Community Open House #1 2 8 8 30 h.Revise concepts 1 2 4 12 i.Coordination meeting 1 1 j.WSDOT Initial Art Concept 1 2 4 16 k.Coordination meeting w/ WSDOT 1 2 l.Coordination meeting 1 1 m.City Council Meeting #1 3 6 TASK SUBTOTAL City of Edmonds HBB Landscape Architecture 1/6/2026 Scope of Work Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 3) PROJECT MANAGEMENT SITE INVENTORY & ANALYSIS PRELIMINARY CONCEPT DEVELOPMENT Subconsultant Coordination (8 meetings) 2 of 5 Exhibit D Item 8.5 Packet pg. 76/219 Exhibit A Principal Project Manager / Landscape Architect Design Comp./ Tech Contracts Admin $108.50 $ 90.50 $ 61.00 $ 49.50 $ 55.00 TASK SUBTOTALScope of Work TASK 4.44 112 55 190 0 $27,670.00 4.1 60% Construction Documents a.60% Plans (5 sheets)12 18 24 64 b.60% Specifications 2 16 c.60% Cost Estimate 2 4 4 12 d.Coordination meetings (4)4 4 e.WSDOT Selected Art Concept 2 4 4 16 f.Coordination meeting w/ WSDOT 2 2 g.Stakeholder Meeting #4 2 4 h.Community Open House #2 6 2 12 4.2 90% Construction Documents a.90% Plans (5 sheets)8 16 40 b.90% Specifications 2 10 c.90% Cost Estimate 2 2 10 d.WSDOT Final Proposed Art 2 2 4 8 e.Coordination meeting w/ WSDOT 2 2 f.Stakeholder Meeting #5 1 2 4.3 100% Construction Documents / Bid Set a.100% Plans (5 sheets)8 12 20 b.100% Specifications 2 6 c.100% Cost Estimate 2 2 8 d.Coordination meetings (3)3 3 TASK 5.3 4 4 12 0 $1,525.50 5.1 Bid Support a.Addendum (1)2 2 4 8 b.Conformed set 1 2 4 TASK 6.4 30 22 16 0 $5,283.00 6.1 Public Artist Support a.Public Artist Solicitation 2 8 8b.Public Artist Selection 8 c.Coordination with Public Artist 2 8 8 16 b.Coordination meetings (6)6 6 61 253 196 492 24 $6,618.50 $22,896.50 $11,956.00 $24,354.00 $1,320.00 $67,145.00 Overhead 121.07%$81,292.45 Profit 33.20%$22,292.14 Reimbursable Expenses $200.00 5% Management Reserve 5.00%$3,357.25 $174,286.84 Total Cost COST OF HBB SERVICES CONSTRUCTION DOCUMENTS Total Hours BID SUPPORT PUBLIC ARTIST SUPPORT 3 of 5 Exhibit D Item 8.5 Packet pg. 77/219 June 18, 2025 Hough Beck & Baird Inc 2101 4th Ave, suite 1800 Seattle, WA 98121 Subject: Acceptance FYE 2024 ICR – Audit Office Review Dear Karlie McCormick: Transmitted herewith is the WSDOT Audit Office’s memo of “Acceptance” of your firm’s FYE 2024 Indirect Cost Rate (ICR) of 121.07% of direct labor. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with your firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 704-6397 or via email consultantrates@wsdot.wa.gov. Regards, SCHATZIE HARVEY, CPA ContractServicesManager SH:kb Exhibit D Item 8.5 Packet pg. 78/219 Description Statement HBB Adj.WSDOT Adj.Ref. Amount % Direct Labor 1,443,274$ 1,443,274$ 100.00% Indirect Costs: Fringe Benefits Holiday Pay 56,844 56,844$ 3.94% Paid Time Off (PTO)174,557 174557 12.09% Payroll Taxes 188,339 (1097)J 187242 12.97% Corporate Taxes (1120)40,592 (40592)A 0 0.00% Pension Contributions 67,543 67543 4.68% Bonus-Longevity Appreciation 0 0.00% Payroll Bonus 106,900 106900 7.41% Payroll Bonus - Owners 13,399 (13399)I 0 0.00% Health Care + Dental Insurance 120,225 120225 8.33% Key Man Life Insurance 225 (225)B 0 0.00% Total Fringe Benefits 768,624 (55313)0.00 713,311$ 49.42% General Overhead Indirect Salaries - Employees 434,683 434683 30.12% Bid and Proposal - Employees 127,069 127069 8.80% Continued Education Courses 1,146 1146 0.08% Advertising Salaries 200 (200)L 0 0.00% WA Minimum Wage Salary Adjustment 2,340 2340 0.16% Payroll Variance/Uncompensated Overtime (91,799)(91799)-6.36% Consultants-Reimbursable 641,960 (641960)F 0 0.00% Travel & Lodging - Reimbursable 12,283 (12283)F 0 0.00% Reproductions-Reimbursable 1,765 (1765)F 0 0.00% Meals - Reimbursable 604 (604)F 0 0.00% Laboratory Services - Reimbursable 420 (420)F 0 0.00% Misc. Reimbursable Expenses -226 226 0 0.00% Postage/Shipping/Delivery - Reimbursable 25 (25)F 0 0.00% 401(k) Account Fees 2,200 2200 0.15% Meals/Tips - WSDOT Not Allowed 73 (73)E 0 0.00% Meals: Staff Mtg/Gatherings 1,215 (1215)E 0 0.00% Employee Reimbursables 0 0.00% Professional Development 5,805 5805 0.40% Professional Registration & Dues 6,128 (699)G 5429 0.38% Rent 142,359 142359 9.86% Office Supplies/Periodicals 12,820 12820 0.89% Software Expense 58,283 58283 4.04% Telephone/Communications 10,799 10799 0.75% Postage & Shipping 505 505 0.03% Repairs & Maintenance 74,624 74624 5.17% Other Office Expense 5,468 5468 0.38% Legal 25,713 25713 1.78% Interest Expense 4,931 (4931)C 0 0.00% Accounting/Audit/Tax Prep. 2,675 2675 0.19% Bank Charges 2,597 2597 0.18% Professional Liability Insurance 27,628 27628 1.91% Other Ins. Premiums 4,636 4636 0.32% Misc. Taxes & Licenses 124,122 124122 8.60% Out-of-State Licenses & Tax 550 (550)G 0 0.00% Hough Beck & Baird Inc. Indirect Cost Rate Schedule Fiscal Year December 31, 2024 Exhibit D Item 8.5 Packet pg. 79/219 Description Statement HBB Adj.WSDOT Adj.Ref. Amount % Hough Beck & Baird Inc. Indirect Cost Rate Schedule Fiscal Year December 31, 2024 Finance Charges 0 0.00% Meals (Business Meetings)0 0.00% Mileage/Parking/Bus 9,358 9358 0.65% Travel & Lodging - Proposals 575 575 0.04% CEU Travel & Lodging 3,055 3055 0.21% Parking (Owner)4,164 (4164)K 0 0.00% Reprints/Photos/Publications 11,380 11380 0.79% General Office Brochure 0 0.00% Public Relations/Contributions 1,000 (1000)M 0 0.00% Office Functions/Events 11,464 (11464)H 0 0.00% Lobbying Activities 72 (72)D 0 0.00% Advertising 4,447 (4447)L 0 0.00% Depreciation 30,545 30545 2.12% Total General Overhead 1,719,659$ (685646)0.00 1,034,014$ 71.64% Total Indirect Costs & Overhead 2,488,283$ (740959)0.00 1,747,325$ 121.07% Indirect Cost Rate 172.41%121.07%121.07% References Hough Beck & Baird Adjustments: A B C D E F G H I Owner's Bonus unallowable based on Profits 48 CFR 31.205-6(a)(6)(ii)(B) Lobbying unallowable per 48 CFR 31.205-22 Lobbying 48 CFR 31.205-13 -- Employee Morale, Health, Welfare, Food Service - unallowable Holiday Party or Picnic unallowable FAR 31.205-14 Oregon, SMPS, WTS fees not allocable per 48 CFR 31.201-4 Direct costs billed to clients per 48 CFR 31.202(a) Interest Expense unallowable per 48 CFR 31.250-20 Key Man Life Insurance unallowable per 48 CFR 31.205-19(a)(2)(vi) Federal Income Tax unallowable per 48 CFR 31.205-41(b)(1) Exhibit D Item 8.5 Packet pg. 80/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit E Sub-consultant Cost Computations If no sub-consultant participation listed at this time. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI “Sub-Contracting” of this AGREEMENT. See the following pages. Item 8.5 Packet pg. 81/219 Exhibit A Project: Owner: Firm: Date: Principal Engineer Revit Manager Administrator $76.92 $ 52.25 $ 47.17 $ 41.08 TASK 1.19 0 0 21 $2,324.16 1.1 Monthly Reporting & Invoicing 11 21 1.2 Biweekly Coordination Meetings with the City (40 meetings) 1.3 Project Schedule 1.4 8 TASK 2.0 0 0 0 $0.00 2.1 Background Research a.Review background information b.Prepare base map 2.2 Site Inventory a.Kick-off meeting b.Site visit c.Revise base map 2.3 Site Analysis a.Coordination meeting b.Site Inventory and Analysis Plan c.Precedent images d.Stakeholder Meeting #1 TASK 3.2 12 0 0 $780.84 3.1 Preliminary Concepts a.Develop preliminary concepts (up to 3) b.Coordination meeting c.Stakeholder Meeting #2 3.2 Concept Refinement & Community Outreach a.Refine concepts (up to 2) b.Develop preliminary cost estimates 2 12 c.Develop 3D models and renderings d.Coordination meeting e.Stakeholder Meeting #3 f.Revise concepts (up to 2) g.Community Open House #1 h.Revise concepts i.Coordination meeting j.WSDOT Initial Art Concept k.Coordination meeting w/ WSDOT l.Coordination meeting m.City Council Meeting #1 PROJECT MANAGEMENT Subconsultant Coordination (8 meetings) SITE INVENTORY & ANALYSIS PRELIMINARY CONCEPT DEVELOPMENT TASK SUBTOTAL Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 3) City of Edmonds MLA 1/6/2026 Scope of Work 4 of 5 Exhibit E Item 8.5 Packet pg. 82/219 Exhibit A Principal Engineer Revit Manager Administrator $76.92 $ 52.25 $ 47.17 $ 41.08 TASK SUBTOTALScope of Work TASK 4.36 118 58 2 $11,752.64 4.1 60% Construction Documents a.60% Plans (2 sheets)4 28 16 b.60% Specifications 8 2 c.60% Cost Estimate 2 12d.Coordination meetings (4) e.WSDOT Selected Art Concept f.Coordination meeting w/ WSDOT g.Stakeholder Meeting #4 h.Community Open House #24.2 90% Construction Documents a.90% Plans (3 sheets)6 36 24 b.90% Specifications 6 c.90% Cost Estimate 2 12 d.WSDOT Final Proposed Arte.Coordination meeting w/ WSDOT f.Stakeholder Meeting #5 4.3 100% Construction Documents / Bid Set a.100% Plans (3 sheets)3 24 18 b.100% Specifications 4c.100% Cost Estimate 1 6 d.Coordination meetings (3) TASK 5.4 18 24 0 $2,380.26 5.1 Bid Support a.Addendum (1)2 16 16 b.Conformed set 2 2 8 TASK 6.8 14 0 0 $1,346.86 6.1 Public Artist Support a.Public Artist Solicitation b.Public Artist Selectionc.Coordination with Public Artist 2 8 b.Coordination meetings (6)6 6 69 162 82 23 $5,307.48 $8,464.50 $3,867.94 $944.84 $18,584.76 Overhead 124.12%$23,067.40 Profit 33.20%$6,170.14 5% Management Reserve 5.00%$929.24 $48,751.54 PUBLIC ARTIST SUPPORT Total Hours Total Cost COST OF MLA SERVICES CONSTRUCTION DOCUMENTS BID SUPPORT 5 of 5 Exhibit E Item 8.5 Packet pg. 83/219 Description Financial Statement Amount MLA Adj. AUDIT Adj.Ref. Total Amount % Direct Labor $771,922 $771,922 100.00% Indirect Costs: Fringe Benefits Vacation Pay $58,408 $58,408 7.57% Sick Pay 16,642 16,642 2.16% Holiday Pay 30,695 30,695 3.98% Merit Bonus 60,500 60,500 7.84% Overage Hours Payout 19,041 19,041 2.47% Payroll Taxes 93,797 (550) H 93,247 12.08% Health Insurance 104,912 (28,759)I 76,153 9.87% 401K ER contribution 10,689 10,689 1.38% Orca Transit Pass 3,863 3,863 0.50% Total Fringe Benefits $398,547 ($29,309) $0 $369,238 47.83% General Overhead Indirect Labor $194,552 (19,728) J $174,824 22.65% Labor Variance (Uncomp OT) 12,538 (555) A 11,983 1.55% PR and Advertising Labor 1,607 (1,607) B 0 0.00% Direct selling Labor (Tester-Eng) 1,700 (1,700) C 0 0.00% Rent 89,656 89,656 11.61% Travel/Transport 55,259 55,259 7.16% Travel Meals 1,675 1,675 0.22% Travel Lodge 12,465 12,465 1.61% Insurance 49,507 49,507 6.41% Repairs & Maintenance 1,411 1,411 0.18% Telephone 13,024 13,024 1.69% Taxes (local/state/prop) 42,478 42,478 5.50% Licenses 2,761 2,761 0.36% Donations 777 (777)G (1) 0.00% Dues & Subscriptions 9,980 9,980 1.29% Moving (Office relocation) 18,458 18,458 2.39% Employee Education/Training 1,605 1,605 0.21% Advertising/Marketing/Public Relations 1,945 (1,945)D 0 0.00% Outside Services (Actg,IT,Legal) 36,943 (800)F 36,143 4.68% Professional Fees 1,091 1,091 0.14% Penalties & Bank fees 346 (346)E 0 0.00% Payroll Processing Fees 7,143 7,143 0.93% Computers/Software 53,249 53,249 6.90% Supplies & Miscellaneous 6,162 6,162 0.80% Total General Overhead $616,330 ($27,458)$0 $588,872 76.29% Total Indirect Costs & Overhead $1,014,877 ($56,767)$0 $958,110 124.12% Indirect Cost Rate 131.47%124.12%124.12% MLA Engineering, LLC Indirect Cost Rate Schedule For the Year Ended December 31, 2023 1 Exhibit E Item 8.5 Packet pg. 84/219 Description Financial Statement Amount MLA Adj. AUDIT Adj.Ref. Total Amount % MLA Engineering, LLC Indirect Cost Rate Schedule For the Year Ended December 31, 2023 References MLA Adjustments: A $555 Credit Adjustment to Indirect Labor to allocate uncompensated overtime using the Salary Variance Method per 48 CFR 31.201-4 B $1,611 Credit Adjustment to PR & Advertising labor unallowed per 48 CFR 31.205-1 C $1,700 Credit Adjustment for engineerg & testing labor costs for Direct Selling Labor per 48 CFR 31.201-6(a) D $1,944.72 Credit Adjustment for unallowed advertising/marketing/PR expenses per 48 CFR 31.205-1 and 31.205-38 E $346 Credit Adjustment for Penalties & Bank fees unallowed per 48 CFR 31.205-8 F $800 Credit Adjustment to PR & Advertising labor unallowed per 48 CFR 31.205-1 G $777 Credit Adjustment for unallowed Donations H $550 Adjustment to payroll taxes for directly associated costs for unallowable labor per 48 CFR 31.201-6 (a) I $28,759 Adjustment to Healthcare dependent costs for pre-tax café 125 pymts by staff J $19,728 Reconciliation adjustment to balance labor with payroll records per 48 CFR 31.201-5 2 Exhibit E Item 8.5 Packet pg. 85/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit F - Title VI Assurances Appendix A & E APPENDIX ADuring the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1.Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department ofTransportation, (Federal Highway Administration), as they may be amended from time to time, which areherein incorporated by reference and made a part of this contract. 2.Non-discrimination: The contractor, with regard to the work performed by it during the contract, will notdiscriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors,including procurements of materials and leases of equipment. The contractor will not participate directly orindirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. [Include Washington State Department of Transportation specific program requirements.] 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 procurements of materials, or leases of equipment, each potential subcontractor orsupplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and theRegulations relative to Non-discrimination on the grounds of race, color, or national origin. [IncludeWashington State Department of Transportation specific program requirements.] 4.Information and Reports: The contractor will provide all information and reports required by the Acts, theRegulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, othersources of information, and its facilities as may be determined by the Recipient or the (Federal Highway Administration) to be pertinent to ascertain compliance with such Acts, Regulations, 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 will so certify to the Recipient or the (Federal Highway Administration), as appropriate, and will set forth what efforts it has made to obtain the information. 5.Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non- discriminationprovisions of this contract, the Recipient will impose such contract sanctions as it or the (Federal HighwayAdministration) may determine to be appropriate, including, but not limited to: a.withholding payments to the contractor under the contract until the contractor complies; and/orb.cancelling, terminating, or suspending a contract, in whole or in part. 6.Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the (Federal Highway Administration) 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 because of such direction, thecontractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. Inaddition, the contractor may request the United States to enter into the litigation to protect the interests of theUnited States. Item 8.5 Packet pg. 86/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit F - Title VI Assurances Appendix A & E APPENDIX E 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), (prohibitsdiscrimination 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 ofFederal or Federal-aid programs and projects); •Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis ofsex);•Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; •The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); •Airport and Airway Improvement Act of 1982, (49 USC § 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 andapplicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 andSection 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs oractivities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients andcontractors, 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 ofdisability in the operation of public entities, public and private transportation systems, places of publicaccommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; •The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); •Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouragingprograms, policies, and activities with disproportionately high and adverse human health orenvironmental effects on minority and low-income populations; •Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency,and resulting agency guidance, national origin discrimination includes discrimination because of limitedEnglish proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps toensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);•Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Item 8.5 Packet pg. 87/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G Certification Document Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of Exhibit G-2 Exhibit G-3 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Certificate of Current Cost or Pricing Data Exhibit G-4 City of Edmonds Item 8.5 Packet pg. 88/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of ______________________________________________________________________________________ whose address is ______________________________________________________________________________________ and that neither the above firm nor I have a)Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT)to solicit or secure this AGREEMENT; b)Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services ofany firm or person in connection with carrying out this AGREEMENT; or c)Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee workingsolely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kindfor, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expresslystated (if any); I acknowledge that this certificate is to be furnished to the _________________________________________ and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Consultant (Firm Name) Signature (Authorized Official of Consultant) Date Merit Oviir 2101 4th Ave Suite 1800 Seattle, WA 98121 City of Edmonds Hough Beck & Baird Inc. Item 8.5 Packet pg. 89/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-1(b) Certification of ________________________________________ I hereby certify that I am the: Other of the _______________________________________, and ________________________________________ or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a)Employ or retain, or agree to employ to retain, any firm or person; o b)Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, orconsideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the ___________________________________________ and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Signature Date Mayor City of Edmonds Hough Beck & Baird Inc.City of Edmonds Washington State Department of Transportation Item 8.5 Packet pg. 90/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-2 Certification Regarding Debarment Suspension and Other Responsibility Matters - Primary Covered Transactions I.The prospective primary participant certifies to the best of its knowledge and belief, that it and itsprincipals: A.Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B.Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction orcontract under a public transaction; violation of Federal or State anti-trust statues or commission ofembezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements,or receiving stolen property; C.Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity(Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; an D.Have not within a three (3) year period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause or default. II.Where the prospective primary participant is unable to certify to any of the statements in this certification such prospective participant shall attach an explanation to this proposal. Consultant (Firm Name) Signature (Authorized Official of Consultant) Date Hough Beck & Baird Inc. Item 8.5 Packet pg. 91/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1.No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to anyperson for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2.If any funds other than Federal appropriated funds have been paid or will be paid to any person forinfluencing or attempting to influence an officer or employee of any Federal agency, a Member ofCongress, an officer or employee of Congress, or an employee of a Member of Congress in connectionwith this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete andsubmit Standard Form - LLL, “Disclosure Form to Report Lobbying,” in accordance with itsinstructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the require certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shallrequire that the language of this certification be included in all lower tier sub-contracts, which exceed$100,000 and that all such sub-recipients shall certify and disclose accordingly. Consultant (Firm Name) Signature (Authorized Official of Consultant) Date Hough Beck & Baird Inc. Item 8.5 Packet pg. 92/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-4 Certification of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer’s representative in support of ______________________________________* are accurate, complete, and current as of ______________________________________________**. This certification includes the cost or pricing data supporting any advance AGREEMENT’s and forward pricing rate AGREEMENT’s between the offer or and the Government that are part of the proposal. Firm: ___________________________________________________________________________ Signature Title Date of Execution __________________________________________________________***: *Identify the proposal, quotation, request for pricing adjustment, or other submission involved, giving the appropriate identifying number (e.g. project title.)**Insert the day, month, and year, when price negotiations were concluded and price AGREEMENT was reached.***Insert the day, month, and year, of signing, which should be as close as practicable to the date when the price negotiations were concluded and thecontract price was agreed to. Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 3) January 06, 2026 Hough Beck & Baird Inc. Item 8.5 Packet pg. 93/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance of this Agreement is amended to $ _______________________ . The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of $ __________________________________. Such insurance coverage shall be evidenced by one of the following methods: •Certificate of Insurance •Self-insurance through an irrevocable Letter of Credit from a qualified financial institution Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ ___________________________. •Include all costs, fee increase, premiums. •This cost shall not be billed against an FHWA funded project. •For final contracts, include this exhibit ______________________________________________________________________ Item 8.5 Packet pg. 94/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant has alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency’s Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency’s project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer’s concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include all decisions and descriptions of work, photographs, records of labor, materials, and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant’s alleged design error(s), there are three possible scenarios: •It is determined via mutual agreement that there is not a consultant design error(s). If this is the case,then the process will not proceed beyond this point. •It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case,then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlementwith the consultant. The settlement would be paid to the agency or the amount would be reducedfrom the consultant’s agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. •There is not a mutual agreement regarding the alleged consultant design error(s). The consultant mayrequest that the alleged design error(s) issue be forwarded to the Director of Public Works or AgencyEngineer for review. If the Director of Public Works or Agency Engineer, after review with their legalcounsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Item 8.5 Packet pg. 95/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Step 5 Forward Documents to Local Programs For federally funded projects, all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General’s Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. •If mutual agreement is reached, the agency and consultant adjust the scope of work and costs toreflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federalparticipation in the agreed upon resolution of the issue. •If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Item 8.5 Packet pg. 96/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant’s claim(s) total a $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant’s claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement’s scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency’s project manager. The consultant’s claim must outline the following: •Summation of hours by classification for each firm that is included in the claim •Any correspondence that directed the consultant to perform the additional work; •Timeframe of the additional work that was outside of the project scope; •Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with theadditional work; and •Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant’s Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency’s project manager. The project manager will review the consultant’s claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project’s funding, forward a copy of the consultant’s claim and the Agency’s recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant’s claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant’s claim, proceed to step 3 of the procedures. Item 8.5 Packet pg. 97/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Step 3 Preparation of Support Documentation Regarding Consultant’s Claim(s) If the Agency does not agree with the consultant’s claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: •Copy of information supplied by the consultant regarding the claim; •Agency’s summation of hours by classification for each firm that should be included in the claim •Any correspondence that directed the consultant to perform the additional work; •Agency’s summary of direct labor dollars, overhead costs, profit and reimbursable costs associate with the additional work; •Explanation regarding those areas in which the Agency does/does not agree with the consultant’s claim(s); •Explanation to describe what has been instituted to preclude future consultant claim(s); and •Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant’s claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant’s Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit Item 8.5 Packet pg. 98/219 Exhibit K Item 8.5 Packet pg. 99/219 Exhibit L Item 8.5 Packet pg. 100/219 Exhibit L Item 8.5 Packet pg. 101/219 Exhibit L Item 8.5 Packet pg. 102/219 Exhibit L Item 8.5 Packet pg. 103/219 City Council Agenda Item 8.6 January 13, 2026 - Regular Meeting TITLE:Professional Services Agreement for Highway 99 Revitalization Project - Stage 4 Urban Design Elements DEPARTMENT:Public Works and Utilities PRESENTER:Mike De Lilla/Bertrand Hauss NEEDED FROM COUNCIL:Action RECOMMENDATION:Approve agreement. BUDGET: Total Dollar Amount:TBD ☐ Approved in Budget Fund(s):grant funded ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: The Urban Design Elements task was included in SCJ’s (lead consultant) initial contract. They started working on this portion of the project, and after several meetings, a determination was made that another consultant should lead the urban design task. HBB was selected and their scope of work consists of: Site inventory and analysis Preliminary concept development Establishment maximum of (4) conceptual-level alternatives Participation in Stakeholder meetings (already in-place) Concept refinement and community outreach (through Open Houses & on-line surveys) Selection of top (2) alternatives and completion of 30% Design Plans for both Design documents for preferred alternative (60% Plans, 90% Plans, 100% Plans). Structural work is included in SOW (as needed based on selected urban design elements) and to be completed by Structural Consultant (MLA). Urban Design Elements plan sheets for this portion of the project will be inserted into the SCJ plan sheets. CONTEXT, ANALYSIS, & ALTERNATIVES: The goal of the Highway 99 Revitalization project is to extend the successful transformation of Highway 99 in Shoreline through Edmonds from 244th St. SW to 210th St. SW. Due to the high cost of completing all the other proposed improvements along the corridor, the 2 ¼ mile stretch was divided into 7 segments. The scope of the Stage 4 segment, from 224th St. SW to 220th St. SW, includes capacity improvements at 220th St. SW with the addition of a second left turn lane for the northbound, southbound, and westbound movements. It also includes a planter strip, bike lane, new sidewalk, new street and pedestrian lighting on both sides of Hwy 99, an overlay, and the completion of various utility improvements (including conversion of overhead utilities to underground). Urban Design Elements Item 8.6 Packet pg. 104/219 additions to the project could include the following: signage, artistic elements, landscaping, and hardscape components. RECOMMENDATION: Approve agreement on the consent agenda. BUDGET IMPACTS: The total contract cost with HBB contract for Stage 4 is $223,140.30 (including $4,287.89 in Management Reserve) and will be 100% grant funded (Connecting Washington funds from $16.5 Million secured amount, Move Ahead funds from $22.5 Million secured amount, and Federal grant from $1,632,000 secured amount for Design Phase). This design work will be completed by December 2028 (similar timeframe to SCJ work). ADDITIONAL INFORMATION: ATTACHMENTS: Attachment 1 – WSDOT Local Agency Negotiated Hourly Rate Consultant Agreement. Item 8.6 Packet pg. 105/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 1 of 14 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba’s): Address Federal Aid Number UBI Number Federal TIN Execution Date Completion Date 1099 Form Required Yes No Federal Participation Yes No Project Title Description of Work Yes No DBE Participation Yes No MBE Participation Yes No WBE Participation Yes No SBE Participation Maximum Amount Payable: Index of Exhibits Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Scope of Work DBE Participation Preparation and Delivery of Electronic Engineering and Other Data Prime Consultant Cost Computations Sub-consultant Cost Computations Title VI Assurances Certification Documents Liability Insurance Increase Alleged Consultant Design Error Procedures Consultant Claim Procedures Hough Beck & Baird Inc 2101 4th Ave Suite 1800 Seattle, WA 98121 STPUL-HLP-0099 (148) 601-284-757 91-1504647 December 31, 2028 Urban Design Elements - Hwy 99 Revitalization & Gateway Project, Stage 4 The purpose of this project is to incorporate urban design elements to highlight the unique character of Edmonds and to improve overall aesthetics for all modes of transportation users along Hwy 99. The work developed under this contract will be folded into the larger construction packages for the roadway. Stage 4 is anticipated to secure Federal funding and will have an approximate duration of 24 months from notice to proceed to final bid documents. Urban design elements could include landscape, paving treatments, signs, or small structures. In the event that public art is of interest, this project will assist in the solicitation process, selection, and coordination with public artist(s). The design process will start with site inventory and analysis before moving to concept development and will progress towards bid-ready construction documents with public and stakeholder involvement throughout. n n n n n n 223,140.30 Item 8.6 Packet pg. 106/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 2 of 14 THIS AGREEMENT, made and entered into as shown in the “Execution Date” box on page one (1) of this AGREEMENT, between the _________________________________________________________________, hereinafter called the “AGENCY,” and the “Firm / Organization Name” referenced on page one (1) of this AGREEMENT, hereinafter called the “CONSULTANT.” WHEREAS, the AGENCY desires to accomplish the work referenced in “Description of Work” on page one (1) of this AGREEMENT and hereafter called the “SERVICES;” and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I.General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II.General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit “A” attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. III.General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days’ notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit “A.” The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. City of Edmonds Public Works and Utilities Item 8.6 Packet pg. 107/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 3 of 14 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit “B” attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is, a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY’s “DBE Program Participation Plan” and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. In the absence of a mandatory DBE goal, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall develop a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms (including Prime) involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit “C – Preparation and Delivery of Electronic Engineering and other Data.” All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring, as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below: If to AGENCY: If to CONSULTANT: Name: Name: Agency: Agency: Address: Address: City: State: Zip: City: State: Zip: Email: Email: Phone: Phone: Facsimile: Facsimile: IV.Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must be completed by the date shown in the heading of this AGREEMENT titled “Completion Date.” The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Bertrand Hauss City of Edmonds Public Works and Utilities 7110 210th St SW Bertrand.Hauss@edmondswa.gov (425) 771-0235 Edmonds (425) 744-6057 WA 98026 Aaron Luoma Hough Beck & Baird Inc. 2101 4th Ave Suite 1800 Seattle WA 98121 aluoma@hbbseattle.com 206.682.3051 Item 8.6 Packet pg. 108/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 4 of 14 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). A.Hourly Rates: Hourly rates are comprised of the following elements - Direct (Raw) Labor, Indirect Cost Rate,and Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon thenegotiated hourly rates shown in Exhibits “D” and “E” attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT’s direct labor rates and indirect cost rate computations and agreed upon fee. The accepted negotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as memorialized in a final written acknowledgment, to 180 days following the CONSULTANT’s fiscal year end (FYE) date. The direct (raw) labor rates and classifications, as shown on Exhibits “D” and “E” shall be subject torenegotiations for each subsequent twelve (12) month period (180 days following FYE date to 180 daysfollowing FYE date) upon written request of the CONSULTANT or the AGENCY. The written request mustbe made to the other party within ninety (90) days following the CONSULTANT’s FYE date. If no suchwritten request is made, the current direct (raw) labor rates and classifications as shown on Exhibits “D” and“E” will remain in effect for the twelve (12) month period. Conversely, if a timely request is made in the manner set forth above, the parties will commence negotiations to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12 month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications toaid in negotiations. If the parties cannot reach an agreement on the direct (raw) labor rates and classifications,the AGENCY shall perform an audit of the CONSULTANT’s books and records to determine theCONSULTANT’s actual costs. The audit findings will establish the direct (raw) labor rates andclassifications that will applicable for the twelve (12) month period. The fee as identified in Exhibits “D” and “E” shall represent a value to be applied throughout the life of theAGREEMENT. The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rate under this AGREEMENT, even if/when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12) month period. At the AGENCY’s option, a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred duringthe provisional or conditional period will not be adjusted. The CONSULTANT may request an extension ofthe last approved indirect cost rate for the twelve (12) month period. These requests for provisional indirectcost rate and/or extension will be considered on a case-by-case basis, and if granted, will be memorialized ina final written acknowledgment. The CONSULTANT shall maintain and have accessible support data for verification of the components ofthe hourly rates, i.e., direct (raw) labor, indirect cost rate, and fee (profit) percentage. The CONSULTANT shall bill each employee’s actual classification, and actual salary plus indirect cost rate plus fee. Item 8.6 Packet pg. 109/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 5 of 14 A.Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the actual cost to theCONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, longdistance telephone, supplies, computer charges, and fees of sub-consultants. Air or train travel will bereimbursed only to lowest price available, unless otherwise approved by the AGENCY. The CONSULTANTshall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) inaccordance with the WSDOT’s Accounting Manual M 13-82, Chapter 10 – Travel Rules and Procedures, and all revisions thereto. Air, train, and rental card costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46 “Travel Costs.” The billing for Direct Non-salary Costs shall include an itemized listing of the charges directly identifiable with these SERVICES. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT. B.Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (1.) The Maximum Amount Payable does not include payment for extra work as stipulated in section XIII, “Extra Work.” No minimum amount payable is guaranteed under this AGREEMENT. C.Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorizedin A and B above. Detailed statements shall support the monthly billings for hours expended at the rates established in Exhibit “D,” including names and classifications of all employees, and billings for all direct non-salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT’s employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the SERVICES at the time of the interview. D.Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the SERVICES under this AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, electronic data, and other related documents, which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remediesthe AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit all required adjustments will be made and reflected in a final payment. In the event that suchfinal audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by theAGENCY of overpayment. Per WSDOT’s “Audit Guide for Consultants,” Chapter 23 “Resolution Procedures,” the CONSULTANT has twenty (20) working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings E. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT’s Internal Audit Office and /or at the request of the AGENCY’s Project Manager. Item 8.6 Packet pg. 110/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 6 of 14 VI.Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit “A” attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit “E” attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V “Payment Provisions” herein and shall be memorialized in a final written acknowledgment between the parties All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE’s Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII.Employment and Organizational Conflict of Interest The CONSULTANT warrants that they 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 contract, and that it has 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, gift, or any other consideration, contingent upon or resulting from the award or making of this agreement. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen’s Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT’s employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. Agreement Number: Item 8.6 Packet pg. 111/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 7 of 14 VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: •Title VI of the Civil Rights Act of 1964 (42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d-4a) •Federal-aid Highway Act of 1973 (23U.S.C. Chapter 3 § 324) •Rehabilitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V §794) •Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq.) •Civil Rights Restoration Act of 1987 (Public Law 100-259) •American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 § 12101 et. seq.) •23 CFR Part 200 •49 CFR Part 21 •49 CFR Part 26 • RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit “F” attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit “F” in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX.Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT, plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse theAGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason, that the CONSULTANT was not in default or that the CONSULTANT’s failure to perform is without the CONSULTANT’s or its employee’s fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. Item 8.6 Packet pg. 112/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 8 of 14 The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT’s supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X.Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII “Extra Work.” XI.Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer’s decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit “J”. In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. XII.Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT’s agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT Item 8.6 Packet pg. 113/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 9 of 14 to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tie , or any other persons for whom the STATE and /or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and/or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT’s negligence or the negligence of the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY’s, their agents’, officers and employees’ failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub- consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT’s relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT’s own employees or its agents against the STATE and/or the AGENCY 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. The Parties have mutually negotiated this waiver. Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for proper construction techniques, job site safety, or any construction contractor’s failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms 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. Item 8.6 Packet pg. 114/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 10 of 14 Insurance Coverage A.Worker’s compensation and employer’s liability insurance as required by the STATE. B.Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent withminimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars($2,000,000.00) in the aggregate for each policy period. C.Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coveragefor any “Auto” (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combinedsingle limit for each occurrence. Excepting the Worker’s Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured (the “AIs”), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non- contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT’s and the sub-consultant’s and/or subcontractor’s insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY 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 (14) days of the execution of this AGREEMENT to: Name: Agency: Address: City: State: Zip: Email: Phone: Facsimile: No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT’s professional liability to the AGENCY, including that which may arise in reference to section IX “Termination of Agreement” of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT’s professional liability to third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V “Payment Provisions” until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. Bertrand Hauss City of Edmonds Public Works and Utilities Edmonds WA 98026 (425) 744-6057 (425) 771-0235 Bertrand.Hauss@edmondswa.gov 7110 210th St SW Item 8.6 Packet pg. 115/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 11 of 14 XIII.Extra Work A.The AGENCY may at any time, by written order, make changes within the general scope of thisAGREEMENT in the SERVICES to be performed. B.If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify this AGREEMENT accordingly. C.The CONSULTANT must submit any “request for equitable adjustment,” hereafter referred to as “CLAIM,”under this clause within thirty (30) days from the date of receipt of the written order. However, if theAGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submittedbefore final payment of this AGREEMENT. D.Failure to agree to any adjustment shall be a dispute under the section XI “Disputes” clause. However,nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E.Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV.Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV.Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI.Certification of the Consultant and the Agency Attached hereto as Exhibit “G-1(a and b)” are the Certifications of the CONSULTANT and the AGENCY, Exhibit “G-2” Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit “G-3” Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit “G-4” Certificate of Current Cost or Pricing Data. Exhibit “G-3” is required only in AGREEMENTS over one hundred thousand dollars ($100,000.00) and Exhibit “G-4” is required only in AGREEMENTS over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III “General Requirements” prior to its performance of any SERVICES under this AGREEMENT. XVII.Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. XVIII.Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and AGREEMENT’s contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. Item 8.6 Packet pg. 116/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 12 of 14 XIX.Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state, or federal statutes (“State’s Confidential Information”). The “State’s Confidential Information” includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles credit card information, driver’s license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, STATE and AGENCY security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State’s Confidential Information in strictest confidence and not to make use of the State’s Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub-consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY’s express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State’s Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY’s option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State’s Confidential Information; or (ii) returned all of the State’s Confidential Information to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State’s Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State’s Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State’s Confidential Information was received; who received, maintained, and used the State’s Confidential Information; and the final disposition of the State’s Confidential Information. The CONSULTANT’s records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State’s Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State’s Confidential Information, monetary damages, or penalties It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information, which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as “Confidential” and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Item 8.6 Packet pg. 117/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 13 of 14 The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT, or (b) as soon as such confidential or proprietary material is developed. “Proprietary and/or confidential information” is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) isgenerally utilized by unaffiliated third parties engaged in the same business or businesses as theCONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as “Proprietary and/or confidential information” or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant’s proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY’s said disclosure of sub- consultants’ information. XX.Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain, and maintain all “documents” pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all “documents” pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT’s place of business during normal working hours. If any litigation, claim, or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. “Documents” shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim, or audit continues past the six (6) year retention period. For purposes of this AGREEMENT, “documents” means every writing or record of every type and description, including electronically stored information (“ESI”), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENTs, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. Item 8.6 Packet pg. 118/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 14 of 14 For purposes of this AGREEMENT, “ESI” means any and all computer data or electronic recorded media of any kind, including “Native Files”, that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops, or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. “Native files” are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and /or modified The CONSULTANT shall include this section XX “Records Maintenance” in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the “Execution Date” box on page one (1) of this AGREEMENT. Signature Date Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Item 8.6 Packet pg. 119/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit A Scope of Work Project No. See the following pages. Item 8.6 Packet pg. 120/219 HB B L a n d s c a p e A r c h i t e c t u r e 21 0 1 F o u r t h A v e n u e , S u i t e 1 8 0 0 Se a t t l e , WA 98 1 2 1 20 6 -68 2 -30 5 1 Ph o n e 20 6 -68 2 -32 4 5 Fa x ww w.h b b s e a t t l e . c o m Mr. Bertrand Hauss, P.E. 6 January 2026 Transportation Engineer City of Edmonds Bertrand.hauss@edmondswa.gov RE: Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 4) Dear Mr. Hauss, Thank you for the opportunity to provide urban design services for the City of Edmonds as part of the Highway 99 Revitalization project. After meetings and discussions with you on the scope of services, Stage 4 (from 224th to 220th) will follow Stage 3 (from 244th to ~ 400’ north of 238th) on Highway 99. For both stages, SCJ Alliance (SCJ) is the lead consulting engineering for roadway improvements. The work developed under this contract will be folded into the larger construction packages for the roadway. Stage 4 is anticipated to secure Federal funding and will have an approximate duration of 24 months from notice to proceed to final bid documents. Urban design features could include landscape, paving treatments, signs, or small structures. Preliminary opportunity areas for urban design enhancements have been identified in Exhibit B. Examples of those urban design features are shown in pages 1 through 3 on Exhibit C from the City of Edmonds. We also understand that public art may be of interest, and a separate task is included below to assist in the solicitation process, selection and coordination with possible public artist(s). Examples of public art are shown on page 4 of Exhibit C. MLA Engineering is also joining our team as a subconsultant to assist with structural engineering for the possibility of larger urban design features. Our proposed scope of work will permit modification as we progress through the design process. The tasks that we are proposing for your project includes the following: PROJECT MANAGEMENT 1.1 Monthly Reporting & Invoicing a) Prepare and provide monthly reports with invoices. The project timeline is estimated to be 24 months from notice to proceed. 1.2 Biweekly Coordination Meetings with the City a) Attend bi-weekly virtual meetings with the City throughout the project, up to be 15 to 20 minutes in duration each. Formal meeting notes will not be produced for these coordination meetings, but follow-up emails will be provided for critical items discussed. 1.3 Project Schedule a) Develop and maintain a project schedule through the project. Make updates after each significant milestone in coordination with City and SCJ. 1.4 Subconsultant Coordination a) Coordinate with MLA Engineering throughout the project, primarily during Task 4 and Task 5. This includes attending up to eight (8) coordination meetings (virtual meetings). Task 1 Deliverables: • Monthly reporting and invoicing • Project schedule and updates. Exhibit A Scope of Work L. L K. Item 8.6 Packet pg. 121/219 Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 4) Page 2 of 6 6 January 2026 SITE INVENTORY & ANALYSIS 2.1 Background Research a) HBB will review available background information including planning documents, Stage 2 Urban Design documentation, current Stage 4 construction documents, history of the Stage 4 area and the surrounding community. This will also include reviewing property ownership delineations and WSDOT requirements. b) Prepare a base map with aerial images, existing surveyed conditions, along with proposed Stage 4 roadway improvements. City or SCJ will provide existing survey files and proposed roadway improvements. 2.2 Site Inventory a) Prepare for and attend a project kick-off meeting with City staff, SCJ, and HBB. The goal will be to review the project schedule, lines of communication, design parameters, and community engagement strategy. We will also review our initial background information review and base maps and provide questions to City and SCJ. b) Visit the Stage 4 area and vicinity, up to 3 staff from HBB, total of 5 hours in duration in order to review the site conditions during daylight hours and night hours. SCJ and City staff may attend the site visit. c) Supplement the base map with additional information on existing conditions, take site photos and video. 2.3 Site Analysis a) Attend one (1) meeting with SCJ and City staff to review site visit observations in preparation for developing a site analysis. b) Develop a site inventory plan and a site analysis plan in preparation for Stakeholder Meeting #1. Each plan will be 22” x 34” in size, full color plans, with site photos and notations. Site inventory will identify existing features and design parameters within Stage 4. Site analysis will identify urban design opportunities and other constraints within Stage 4. c) Develop precedent images for inspiration of various urban design features that could be feasible within Stage 4 based on the site inventory and analysis. This will be limited to up to two boards at 22” x 34”. d) Facilitate Stakeholder Meeting #1 to present site inventory and site analysis materials (virtual meeting). All meeting materials are developed under separate tasks. Task 2 Deliverables: • Base map • Site Inventory & Analysis Plans • Precedent images • Meeting notes Task 2 Meetings: • Project kick-off meeting with City staff and SCJ (virtual meeting) • Site visit • Site visit debrief meeting with City staff and SCJ • Stakeholder Meeting #1 (virtual meeting) PRELIMINARY CONCEPT DEVELOPMENT 3.1 Preliminary Concepts a) Develop preliminary concepts for urban design opportunity areas based on Task 2. Up to three urban design opportunities will be developed within Stage 4, (up to 3 concepts). Each concept will include plan view sketch in color, color section, and precedent images. Forms and materials will be annotated. b) Present preliminary concepts to City staff and SCJ for initial feedback. Make revisions as required. c) Facilitate Stakeholder Meeting #2 to present preliminary concepts. All meeting materials are developed under separate tasks. 3.2 Concept Refinement & Community Outreach a) Based on feedback received from Task 3.1, refine concepts from 3 to up to 2 alternatives in preparation for community outreach. b) Develop preliminary cost estimates (30% level) for up to 2 alternative concepts. c) Develop 3D models and renderings during day and night. Item 8.6 Packet pg. 122/219 Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 4) Page 3 of 6 6 January 2026 d) Facilitate a review meeting of the refined concepts, graphics and costs with City staff and SCJ, make revisions as required, up to 1 hour in duration, virtual meeting. All meeting materials are developed under separate tasks. e) Facilitate Stakeholder Meeting #3 to present refined concepts and associated materials. f) Revise up to 2 concepts and associated materials based on feedback received from stakeholders. g) Prepare for and attend Community Open House #1. Deliverables will be printed on mounted boards and reflect the feedback received to date. Flyers will be created to help advertise the open house in printed and digital form. Distribution of the flyers by the City. An online survey (using Survey Monkey platform) will be developed utilizing the same graphics as presented at the open house to request additional feedback on the proposed concepts. The online survey will be open for approximately 1 month, beginning on the day of the in-person open house. h) Revise concepts and associated materials based on feedback received from the open house and online survey. i) Attend meeting with City staff and SCJ to review revised materials, up to 1 hour in duration, virtual meeting. j) Submit Initial Art Concept review to WSDOT for the required Public Art Plan approval process. Materials will be based upon all graphics completed to date, with no significant additional formatting. Narrative elements will be added to the plan as required by WSDOT. k) Attend and present at a meeting with WSDOT, City staff and SCJ regarding the Art Concept review materials. All meeting materials are developed under separate tasks. l) Attend meeting with City staff and SCJ to review comments received to date, in preparation for City Council Meeting #1 and provide recommendations for concept(s) to proceed with, up 1 hour in duration. m) Prepare for and present to the City Council Meeting #1, including the urban design concepts and engagement process to date. Based on feedback, costs and other constraints, receive direction from Council on preferred concept(s) to proceed with for Construction Documentation. Task 3 Deliverables: • Preliminary Concepts o Up to 2 color rendered plan sketches o Up to 2 color rendered sections o Up to 2 associated precedent images • Refined Concepts (up to 3): o 3D model and renderings of day and night o 30% level cost estimates (up to 2) o Color rendered plan and section • Online survey questions and graphics. • Online survey summary results. • WSDOT Initial Art Concept review packet • City Council Meeting #1 presentation Task 3 Meetings: • Prepare for and attend up to four (4) design review meetings with City staff and SCJ (virtual meeting) • Stakeholder Meeting #2 • Stakeholder Meeting #3 • Community Open House #1 • Meeting with WSDOT to review and present Initial Art Concept • City Council Meeting #1 CONSTRUCTION DOCUMENTATION 4.1 60% Construction Documents a) Develop and prepare 60% design drawings for the preferred urban design concept identified in Task 3. 60% drawings will include landscape, urban design, and structural plans and details and will be formatted to fit within the construction documents for the larger Stage 4 roadway improvements, in coordination with SCJ. Sheets are estimated to include the following: • Urban Design Plan & Details (3 sheets at 1” = 10’-0” scale). Item 8.6 Packet pg. 123/219 Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 4) Page 4 of 6 6 January 2026 • Planting Plan & Details. (2 sheets 1” =10’-0” scale). • Structural Plan & Details (2 sheets at 1” = 10’-0” scale) b) Develop 60% technical specifications (WSDOT format) based on submitted plans. c) Develop 60% cost estimate (WSDOT format) based on submitted plans. d) Attend up to four (4) meetings with City staff and/or SCJ to coordinate plans, specifications and cost estimate. e) Submit Selected Art Concept review to WSDOT for the required Public Art Plan approval process. Materials will be based upon all graphics completed to date, with no additional formatting. Narrative elements will be added to the plan as required by WSDOT. Documentation may include sight lines and clear zones for WSDOT right-of-way. This information will be coordinated and provided by SCJ and incorporated into the submittal. f) Attend and present at a meeting with WSDOT, City staff and SCJ regarding the Selected Art Concept review materials. g) Prepare for and facilitate Stakeholder Meeting #4 to present 60% submittal and comments from WSDOT’s review. h) Prepare for and attend Community Open House #2. Deliverables will be printed on mounted boards and reflect the feedback received to date. No flyers or online survey will be included in Community Open House #2, and is assumed to be combined with the larger roadway project. 4.2 90% Construction Documents a) Develop and prepare 90% design drawings for each urban design concept(s), up to the 3 identified in Task 3. 90% drawings will include landscape, urban design, and structural plans and details and will be formatted to fit within the construction documents for the larger Stage 4 roadway improvements, in coordination with SCJ. Sheets based on those identified in Task 4.1 b) Develop 90% technical specifications (WSDOT format) based on submitted plans. c) Develop 90% cost estimate (WSDOT format) based on submitted plans. d) Submit Final Proposed Art review to WSDOT for the required Public Art Plan approval process. Materials will be based upon all graphics completed to date, with no additional formatting. Narrative elements will be added to the plan as required by WSDOT. e) Attend and present at a meeting with WSDOT, City staff and SCJ regarding the Final Proposed Art review materials. f) Prepare for and facilitate Stakeholder Meeting #5 to present 90% submittal and comments received to date. All meeting materials are developed under separate tasks. 4.3 100% Construction Documents / Bid Set a) Using the final 90% submittal as a base, develop and prepare 100% Construction Documents / Bid Set incorporating WSDOT and City comments. 100% drawings will include landscape, urban design, and structural plans and details and will be formatted to fit within the construction documents for the larger Stage 4 roadway improvements, in coordination with SCJ. Sheets based on those identified in Task 4.1 b) Develop 100% technical specifications (WSDOT format) based on submitted plans. c) Develop 100% cost estimate (WSDOT format) based on submitted plans. d) Attend up to three (3) meetings with City staff and/or SCJ to coordinate plans, specifications, and cost estimate. Task 4 Deliverables: • 60% construction documents including drawings, technical specifications, and cost estimate. • WSDOT Selected Art Concept packet • 90% construction documents including drawings, technical specifications, and cost estimate. • WSDOT Final Proposed Art packet • 100% / Bid Set construction documents including drawings, technical specifications, and cost estimate. • City Council Meeting #2 packet • Meeting notes Task 4 Meetings: • Prepare for and attend up to four (4) design review meetings with City staff and SCJ. • Stakeholder Meeting #4 • Meeting with WSDOT to review and present Selected Art Concept Item 8.6 Packet pg. 124/219 Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 4) Page 5 of 6 6 January 2026 • Community Open House #2 • Stakeholder Meeting #5 • Meeting with WSDOT to review and present Final Proposed Art BID SUPPORT 5.1 Bid Support a) Respond to contractor questions relating to the construction documents and assist in the preparation of one (1) addendum. b) Integrate bid addenda information and produce a conformed set of plans, details, and specifications. Task 5 Deliverables: • One (1) addendum to construction documents (plans, details, and specifications). PUBLIC ARTIST SUPPORT 6.1 Public Artist Support a) Assist the City in developing a Public Artist solicitation (RFP). b) Assist the City in selecting a Public Artist, and attending interview reviews (up to 4 hours in duration) c) Coordination with Public Artist to incorporate designs into deliverables, this is in addition to the scope of services already identified. d) Attend up to six (6) meetings with the Public Artist for the duration of the project. Task 5 Deliverables: • None ASSUMPTIONS The above scope and fee are based on the following assumptions: 1. Any language translation services (live or for materials prepared) will be provided by the City. 2. Roadway engineering is at approximately 60% design for Stage 3 and 30% for Stage 4 design. 3. Stakeholder meetings will be virtual meetings, set up by the City, duration one (1) hour each. 4. The Stakeholder group has already been formed and consists of residents, business owners, and council members. They meet regularly every 2 months. It is anticipated that we will provide updates to the project and interact with the stakeholder throughout the project to help guide design decisions. This scope of work includes 9 virtual meetings, including presentation materials and meeting notes for each. Packets of materials will be sent ahead of time (approximately 1 week), and the meetings will be facilitated by HBB when focused on the urban design features. Materials will be presented as PDFs. 5. Open houses will be in person, and the City will coordinate location, rental agreements, refreshments, mailers, and online invitations. SCJ will also attend Open Houses. 6. Any irrigation required for the urban design enhancements will be connected to the larger roadway irrigation system and designed by SCJ. 7. SCJ will provide foundation details needed for artistic or urban design elements per the RFQ. 8. Coordination meetings with the City will be 15 minutes in duration and virtual, unless otherwise identified. 9. All meetings are assumed to be one hour in duration, virtual, unless otherwise identified. 10. Attending and presenting at City Council meetings will be in-person, with a total duration of 3 hours each, including travel. 11. Attending and presenting at Community Open House meetings are assumed to be 4 hours in duration, including travel. 12. Electrical engineering services will be provided by SCJ as needed. Lighting design at a conceptual level will be provided by HBB. 13. Arborist services are not included in this scope of work. 14. Right-of-way acquisition and planning will be by others. 15. Assembling and submitting construction documentation will be by SCJ. 16. Construction Administration services are not included in this agreement but may be added as a supplement agreement upon completion of the design phases. 17. The WSDOT Public Art Plan is based on the requirements within Chapter 950 of the Design Manual. Item 8.6 Packet pg. 125/219 Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 4) Page 6 of 6 6 January 2026 18. The 60% Submittal documents will be used to submit for all required City and State permits. City staff and/or SCJ will lead the permitting efforts. 19. Quality Control / Quality Assurance reviews are included for each major deliverable and PS&E Submittal by a senior licensed landscape architect. 20. City of Edmonds will be responsible for publishing RFP for public artist, coordinating the public artist selection, and contracting with them separately for design and construction. 21. Geotechnical engineering is not included. It is assumed that the SCJ team has conducted sufficient geotechnical investigations to support the urban design features proposed as part of this contract. We are prepared to negotiate any adjustments in design services to meet the requirements of the project. If you have any questions regarding the above proposal, please call. Best regards, HOUGH BECK & BAIRD INC. Aaron Luoma, ASLA Principal Attachments: Exhibit A. HWY99 Edmonds Urban Design Stage 4 Fee Estimate Exhibit B. Edmonds_Hwy99_Stg4_Potential-LA&Art-Areas_2023-0419 Exhibit C. 0775_Edmonds Hwy 99 Conceptual Imagery Booklet 22. Conceptual designs will take into consideration the maintenance and life cycle costs of proposed materials. DKL Item 8.6 Packet pg. 126/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit B DBE Participation Plan In the absents of a mandatory DBE goal, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall develop a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. Hough Beck & Baird Inc. is a certified DBE, SBE and WBE company with the State of Washington. SBE/DBE# D2F0008876 WBE# W2F0008876 MLA Engineering, LLC is a certified SBE company with the State of Washington. SBE# S000025704 Item 8.6 Packet pg. 127/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I.Surveying, Roadway Design & Plans Preparation Section A.Survey Data B.Roadway Design Files C.Computer Aided Drafting Files See Exhibit A Scope of Work See Exhibit A Scope of Work See Exhibit A Scope of Work Item 8.6 Packet pg. 128/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 D.Specify the Agency’s Right to Review Product with the Consultant E.Specify the Electronic Deliverables to Be Provided to the Agency F.Specify What Agency Furnished Services and Information Is to Be Provided See Exhibit A Scope of Work See Exhibit A Scope of Work See Exhibit A Scope of Work Item 8.6 Packet pg. 129/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 II.Any Other Electronic Files to Be Provided III.Methods to Electronically Exchange Data See Exhibit A Scope of Work See Exhibit A Scope of Work Item 8.6 Packet pg. 130/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 A.Agency Software Suite B.Electronic Messaging System C.File Transfers Format See Exhibit A Scope of Work See Exhibit A Scope of Work See Exhibit A Scope of Work Item 8.6 Packet pg. 131/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit D Prime Consultant Cost Computations See the following pages. Item 8.6 Packet pg. 132/219 Exhibit A Project: Owner: Firm: Date: Principal Project Manager / Landscape Architect Design Comp./ Tech Contracts Admin $108.50 $ 90.50 $ 61.00 $ 49.50 $ 55.00 TASK 1.0 46 16 0 24 $6,459.00 1.1 Monthly Reporting & Invoicing 24 24 1.2 Biweekly Coordination Meetings with the City (40 meetings)101.3 Project Schedule 4 8 1.4 8 8 TASK 2.1 19 29 54 0 $6,270.00 2.1 Background Research a.Review background information 2 6 b.Prepare base map 2 4 8 2.2 Site Inventory a.Kick-off meeting 1 1 1 b.Site visit 5 5 5 c.Revise base map 1 2 4 2.3 Site Analysis a.Coordination meeting 1 1 b.Site Inventory and Analysis Plan 1 4 8 24 c.Precedent images 2 12 d.Stakeholder Meeting #1 1 2 TASK 3.9 42 62 212 0 $19,053.50 3.1 Preliminary Concepts a.Develop preliminary concepts (up to 3)2 8 12 20 b.Coordination meeting 1 1 c.Stakeholder Meeting #2 1 2 3.2 Concept Refinement & Community Outreach a.Refine concepts (up to 2)2 4 12 24 b.Develop preliminary cost estimates 1 2 4 12 c.Develop 3D models and renderings 4 4 80 d.Coordination meeting 1 1 e.Stakeholder Meeting #3 1 2 f.Revise concepts (up to 2)2 6 16 g.Community Open House #1 2 8 8 30 h.Revise concepts 1 2 4 12 i.Coordination meeting 1 1 j.WSDOT Initial Art Concept 1 2 2 12 k.Coordination meeting w/ WSDOT 1 2 l.Coordination meeting 1 1 m.City Council Meeting #1 3 6 TASK SUBTOTAL City of Edmonds HBB Landscape Architecture 1/6/2026 Scope of Work Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 4) PROJECT MANAGEMENT SITE INVENTORY & ANALYSIS PRELIMINARY CONCEPT DEVELOPMENT Subconsultant Coordination (8 meetings) 2 of 5 Exhibit D Item 8.6 Packet pg. 133/219 Exhibit A Principal Project Manager / Landscape Architect Design Comp./ Tech Contracts Admin $108.50 $ 90.50 $ 61.00 $ 49.50 $ 55.00 TASK SUBTOTALScope of Work TASK 4.44 114 53 188 0 $27,630.00 4.1 60% Construction Documents a.60% Plans (5 sheets)12 20 26 68 b.60% Specifications 2 16 c.60% Cost Estimate 2 4 4 12 d.Coordination meetings (4)4 4 e.WSDOT Selected Art Concept 2 4 2 12 f.Coordination meeting w/ WSDOT 2 2 g.Stakeholder Meeting #4 2 4 h.Community Open House #2 6 2 12 4.2 90% Construction Documents a.90% Plans (5 sheets)8 16 40 b.90% Specifications 2 10 c.90% Cost Estimate 2 2 10 d.WSDOT Final Proposed Art 2 2 2 6 e.Coordination meeting w/ WSDOT 2 2 f.Stakeholder Meeting #5 1 2 4.3 100% Construction Documents / Bid Set a.100% Plans (5 sheets)8 12 20 b.100% Specifications 2 6 c.100% Cost Estimate 2 2 8 d.Coordination meetings (3)3 3 TASK 5.3 4 4 12 0 $1,525.50 5.1 Bid Support a.Addendum (1)2 2 4 8 b.Conformed set 1 2 4 TASK 6.4 30 22 16 0 $5,283.00 6.1 Public Artist Support a.Public Artist Solicitation 2 8 8b.Public Artist Selection 8 c.Coordination with Public Artist 2 8 8 16 d.Coordination meetings (6)6 6 61 255 186 482 24 $6,618.50 $23,077.50 $11,346.00 $23,859.00 $1,320.00 $66,221.00 Overhead 121.07%$80,173.76 Profit 33.20%$21,985.37 Reimbursable Expenses $200.00 5% Management Reserve 5.00%$3,311.05 $171,891.19 Total Cost COST OF HBB SERVICES CONSTRUCTION DOCUMENTS Total Hours BID SUPPORT PUBLIC ARTIST SUPPORT 3 of 5 Exhibit D Item 8.6 Packet pg. 134/219 June 18, 2025 Hough Beck & Baird Inc 2101 4th Ave, suite 1800 Seattle, WA 98121 Subject: Acceptance FYE 2024 ICR – Audit Office Review Dear Karlie McCormick: Transmitted herewith is the WSDOT Audit Office’s memo of “Acceptance” of your firm’s FYE 2024 Indirect Cost Rate (ICR) of 121.07% of direct labor. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with your firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 704-6397 or via email consultantrates@wsdot.wa.gov. Regards, SCHATZIE HARVEY, CPA ContractServicesManager SH:kb Exhibit D Item 8.6 Packet pg. 135/219 Description Statement HBB Adj.WSDOT Adj.Ref. Amount % Direct Labor 1,443,274$ 1,443,274$ 100.00% Indirect Costs: Fringe Benefits Holiday Pay 56,844 56,844$ 3.94% Paid Time Off (PTO)174,557 174557 12.09% Payroll Taxes 188,339 (1097)J 187242 12.97% Corporate Taxes (1120)40,592 (40592)A 0 0.00% Pension Contributions 67,543 67543 4.68% Bonus-Longevity Appreciation 0 0.00% Payroll Bonus 106,900 106900 7.41% Payroll Bonus - Owners 13,399 (13399)I 0 0.00% Health Care + Dental Insurance 120,225 120225 8.33% Key Man Life Insurance 225 (225)B 0 0.00% Total Fringe Benefits 768,624 (55313)0.00 713,311$ 49.42% General Overhead Indirect Salaries - Employees 434,683 434683 30.12% Bid and Proposal - Employees 127,069 127069 8.80% Continued Education Courses 1,146 1146 0.08% Advertising Salaries 200 (200)L 0 0.00% WA Minimum Wage Salary Adjustment 2,340 2340 0.16% Payroll Variance/Uncompensated Overtime (91,799)(91799)-6.36% Consultants-Reimbursable 641,960 (641960)F 0 0.00% Travel & Lodging - Reimbursable 12,283 (12283)F 0 0.00% Reproductions-Reimbursable 1,765 (1765)F 0 0.00% Meals - Reimbursable 604 (604)F 0 0.00% Laboratory Services - Reimbursable 420 (420)F 0 0.00% Misc. Reimbursable Expenses -226 226 0 0.00% Postage/Shipping/Delivery - Reimbursable 25 (25)F 0 0.00% 401(k) Account Fees 2,200 2200 0.15% Meals/Tips - WSDOT Not Allowed 73 (73)E 0 0.00% Meals: Staff Mtg/Gatherings 1,215 (1215)E 0 0.00% Employee Reimbursables 0 0.00% Professional Development 5,805 5805 0.40% Professional Registration & Dues 6,128 (699)G 5429 0.38% Rent 142,359 142359 9.86% Office Supplies/Periodicals 12,820 12820 0.89% Software Expense 58,283 58283 4.04% Telephone/Communications 10,799 10799 0.75% Postage & Shipping 505 505 0.03% Repairs & Maintenance 74,624 74624 5.17% Other Office Expense 5,468 5468 0.38% Legal 25,713 25713 1.78% Interest Expense 4,931 (4931)C 0 0.00% Accounting/Audit/Tax Prep. 2,675 2675 0.19% Bank Charges 2,597 2597 0.18% Professional Liability Insurance 27,628 27628 1.91% Other Ins. Premiums 4,636 4636 0.32% Misc. Taxes & Licenses 124,122 124122 8.60% Out-of-State Licenses & Tax 550 (550)G 0 0.00% Hough Beck & Baird Inc. Indirect Cost Rate Schedule Fiscal Year December 31, 2024 Exhibit D Item 8.6 Packet pg. 136/219 Description Statement HBB Adj.WSDOT Adj.Ref. Amount % Hough Beck & Baird Inc. Indirect Cost Rate Schedule Fiscal Year December 31, 2024 Finance Charges 0 0.00% Meals (Business Meetings)0 0.00% Mileage/Parking/Bus 9,358 9358 0.65% Travel & Lodging - Proposals 575 575 0.04% CEU Travel & Lodging 3,055 3055 0.21% Parking (Owner)4,164 (4164)K 0 0.00% Reprints/Photos/Publications 11,380 11380 0.79% General Office Brochure 0 0.00% Public Relations/Contributions 1,000 (1000)M 0 0.00% Office Functions/Events 11,464 (11464)H 0 0.00% Lobbying Activities 72 (72)D 0 0.00% Advertising 4,447 (4447)L 0 0.00% Depreciation 30,545 30545 2.12% Total General Overhead 1,719,659$ (685646)0.00 1,034,014$ 71.64% Total Indirect Costs & Overhead 2,488,283$ (740959)0.00 1,747,325$ 121.07% Indirect Cost Rate 172.41%121.07%121.07% References Hough Beck & Baird Adjustments: A B C D E F G H I Owner's Bonus unallowable based on Profits 48 CFR 31.205-6(a)(6)(ii)(B) Lobbying unallowable per 48 CFR 31.205-22 Lobbying 48 CFR 31.205-13 -- Employee Morale, Health, Welfare, Food Service - unallowable Holiday Party or Picnic unallowable FAR 31.205-14 Oregon, SMPS, WTS fees not allocable per 48 CFR 31.201-4 Direct costs billed to clients per 48 CFR 31.202(a) Interest Expense unallowable per 48 CFR 31.250-20 Key Man Life Insurance unallowable per 48 CFR 31.205-19(a)(2)(vi) Federal Income Tax unallowable per 48 CFR 31.205-41(b)(1) Exhibit D Item 8.6 Packet pg. 137/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit E Sub-consultant Cost Computations If no sub-consultant participation listed at this time. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI “Sub-Contracting” of this AGREEMENT. See the following pages. Item 8.6 Packet pg. 138/219 Exhibit A Project: Owner: Firm: Date: Principal Staff Engineer Revit Mngr Administrator $76.92 $52.25 $47.17 $41.08 TASK 1.19 0 0 21 $2,324.16 1.1 Monthly Reporting & Invoicing 11 21 1.2 Biweekly Coordination Meetings with the City (40 meetings) 1.3 Project Schedule 1.4 8 TASK 2.0 0 0 0 $0.00 2.1 Background Research a.Review background information b.Prepare base map 2.2 Site Inventory a.Kick-off meeting b.Site visit c.Revise base map 2.3 Site Analysis a.Coordination meeting b.Site Inventory and Analysis Plan c.Precedent images d.Stakeholder Meeting #1 TASK 3.2 14 0 0 $885.34 3.1 Preliminary Concepts a.Develop preliminary concepts (up to 3) b.Coordination meeting c.Stakeholder Meeting #2 3.2 Concept Refinement & Community Outreach a.Refine concepts (up to 2) b.Develop preliminary cost estimates 2 14 c.Develop 3D models and renderings d.Coordination meeting e.Stakeholder Meeting #3 f.Revise concepts (up to 2) g.Community Open House #1 h.Revise concepts i.Coordination meeting j.WSDOT Initial Art Concept k.Coordination meeting w/ WSDOT l.Coordination meeting m.City Council Meeting #1 PROJECT MANAGEMENT Subconsultant Coordination (8 meetings) SITE INVENTORY & ANALYSIS PRELIMINARY CONCEPT DEVELOPMENT TASK SUBTOTAL Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 4) City of Edmonds MLA Engineering 1/6/2026 Scope of Work 4 of 5 Exhibit E Item 8.6 Packet pg. 139/219 Exhibit A Principal Staff Engineer Revit Mngr Administrator $76.92 $52.25 $47.17 $41.08 TASK SUBTOTALScope of Work TASK 4.36 123 64 2 $12,296.91 4.1 60% Construction Documents a.60% Plans (2 sheets)4 29 18 b.60% Specifications 8 2 c.60% Cost Estimate 2 12d.Coordination meetings (4) e.WSDOT Selected Art Concept f.Coordination meeting w/ WSDOT g.Stakeholder Meeting #4 h.Community Open House #24.2 90% Construction Documents a.90% Plans (3 sheets)6 38 26 b.90% Specifications 6 c.90% Cost Estimate 2 12 d.WSDOT Final Proposed Arte.Coordination meeting w/ WSDOT f.Stakeholder Meeting #5 4.3 100% Construction Documents / Bid Set a.100% Plans (3 sheets)3 26 20 b.100% Specifications 4c.100% Cost Estimate 1 6 d.Coordination meetings (3) TASK 5.4 20 26 0 $2,579.10 5.1 Bid Support a.Addendum (1)2 18 18 b.Conformed set 2 2 8 TASK 6.8 16 0 0 $1,451.36 6.1 Public Artist Support a.Public Artist Solicitation b.Public Artist Selectionc.Coordination with Public Artist 2 10 d.Coordination meetings (6)6 6 69 173 90 23 $5,307.48 $9,039.25 $4,245.30 $944.84 $19,536.87 Overhead 124.12%$24,249.16 Profit 33.20%$6,486.24 5% Management Reserve 5.00%$976.84 $51,249.12 PUBLIC ARTIST SUPPORT Total Hours Total Cost COST OF MLA SERVICES CONSTRUCTION DOCUMENTS BID SUPPORT 5 of 5 Exhibit E Item 8.6 Packet pg. 140/219 Description Financial Statement Amount MLA Adj. AUDIT Adj.Ref. Total Amount % Direct Labor $771,922 $771,922 100.00% Indirect Costs: Fringe Benefits Vacation Pay $58,408 $58,408 7.57% Sick Pay 16,642 16,642 2.16% Holiday Pay 30,695 30,695 3.98% Merit Bonus 60,500 60,500 7.84% Overage Hours Payout 19,041 19,041 2.47% Payroll Taxes 93,797 (550) H 93,247 12.08% Health Insurance 104,912 (28,759)I 76,153 9.87% 401K ER contribution 10,689 10,689 1.38% Orca Transit Pass 3,863 3,863 0.50% Total Fringe Benefits $398,547 ($29,309) $0 $369,238 47.83% General Overhead Indirect Labor $194,552 (19,728) J $174,824 22.65% Labor Variance (Uncomp OT) 12,538 (555) A 11,983 1.55% PR and Advertising Labor 1,607 (1,607) B 0 0.00% Direct selling Labor (Tester-Eng) 1,700 (1,700) C 0 0.00% Rent 89,656 89,656 11.61% Travel/Transport 55,259 55,259 7.16% Travel Meals 1,675 1,675 0.22% Travel Lodge 12,465 12,465 1.61% Insurance 49,507 49,507 6.41% Repairs & Maintenance 1,411 1,411 0.18% Telephone 13,024 13,024 1.69% Taxes (local/state/prop) 42,478 42,478 5.50% Licenses 2,761 2,761 0.36% Donations 777 (777)G (1) 0.00% Dues & Subscriptions 9,980 9,980 1.29% Moving (Office relocation) 18,458 18,458 2.39% Employee Education/Training 1,605 1,605 0.21% Advertising/Marketing/Public Relations 1,945 (1,945)D 0 0.00% Outside Services (Actg,IT,Legal) 36,943 (800)F 36,143 4.68% Professional Fees 1,091 1,091 0.14% Penalties & Bank fees 346 (346)E 0 0.00% Payroll Processing Fees 7,143 7,143 0.93% Computers/Software 53,249 53,249 6.90% Supplies & Miscellaneous 6,162 6,162 0.80% Total General Overhead $616,330 ($27,458)$0 $588,872 76.29% Total Indirect Costs & Overhead $1,014,877 ($56,767)$0 $958,110 124.12% Indirect Cost Rate 131.47%124.12%124.12% MLA Engineering, LLC Indirect Cost Rate Schedule For the Year Ended December 31, 2023 1 Exhibit E Item 8.6 Packet pg. 141/219 Description Financial Statement Amount MLA Adj. AUDIT Adj.Ref. Total Amount % MLA Engineering, LLC Indirect Cost Rate Schedule For the Year Ended December 31, 2023 References MLA Adjustments: A $555 Credit Adjustment to Indirect Labor to allocate uncompensated overtime using the Salary Variance Method per 48 CFR 31.201-4 B $1,611 Credit Adjustment to PR & Advertising labor unallowed per 48 CFR 31.205-1 C $1,700 Credit Adjustment for engineerg & testing labor costs for Direct Selling Labor per 48 CFR 31.201-6(a) D $1,944.72 Credit Adjustment for unallowed advertising/marketing/PR expenses per 48 CFR 31.205-1 and 31.205-38 E $346 Credit Adjustment for Penalties & Bank fees unallowed per 48 CFR 31.205-8 F $800 Credit Adjustment to PR & Advertising labor unallowed per 48 CFR 31.205-1 G $777 Credit Adjustment for unallowed Donations H $550 Adjustment to payroll taxes for directly associated costs for unallowable labor per 48 CFR 31.201-6 (a) I $28,759 Adjustment to Healthcare dependent costs for pre-tax café 125 pymts by staff J $19,728 Reconciliation adjustment to balance labor with payroll records per 48 CFR 31.201-5 2 Exhibit E Item 8.6 Packet pg. 142/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit F - Title VI Assurances Appendix A & E APPENDIX ADuring the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1.Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department ofTransportation, (Federal Highway Administration), as they may be amended from time to time, which areherein incorporated by reference and made a part of this contract. 2.Non-discrimination: The contractor, with regard to the work performed by it during the contract, will notdiscriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors,including procurements of materials and leases of equipment. The contractor will not participate directly orindirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. [Include Washington State Department of Transportation specific program requirements.] 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 procurements of materials, or leases of equipment, each potential subcontractor orsupplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and theRegulations relative to Non-discrimination on the grounds of race, color, or national origin. [IncludeWashington State Department of Transportation specific program requirements.] 4.Information and Reports: The contractor will provide all information and reports required by the Acts, theRegulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, othersources of information, and its facilities as may be determined by the Recipient or the (Federal Highway Administration) to be pertinent to ascertain compliance with such Acts, Regulations, 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 will so certify to the Recipient or the (Federal Highway Administration), as appropriate, and will set forth what efforts it has made to obtain the information. 5.Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non- discriminationprovisions of this contract, the Recipient will impose such contract sanctions as it or the (Federal HighwayAdministration) may determine to be appropriate, including, but not limited to: a.withholding payments to the contractor under the contract until the contractor complies; and/orb.cancelling, terminating, or suspending a contract, in whole or in part. 6.Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the (Federal Highway Administration) 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 because of such direction, thecontractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. Inaddition, the contractor may request the United States to enter into the litigation to protect the interests of theUnited States. Item 8.6 Packet pg. 143/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit F - Title VI Assurances Appendix A & E APPENDIX E 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), (prohibitsdiscrimination 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 ofFederal or Federal-aid programs and projects); •Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis ofsex);•Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; •The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); •Airport and Airway Improvement Act of 1982, (49 USC § 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 andapplicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 andSection 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs oractivities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients andcontractors, 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 ofdisability in the operation of public entities, public and private transportation systems, places of publicaccommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; •The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); •Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouragingprograms, policies, and activities with disproportionately high and adverse human health orenvironmental effects on minority and low-income populations; •Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency,and resulting agency guidance, national origin discrimination includes discrimination because of limitedEnglish proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps toensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);•Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Item 8.6 Packet pg. 144/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G Certification Document Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of Exhibit G-2 Exhibit G-3 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Certificate of Current Cost or Pricing Data Exhibit G-4 City of Edmonds Item 8.6 Packet pg. 145/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of ______________________________________________________________________________________ whose address is ______________________________________________________________________________________ and that neither the above firm nor I have a)Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT)to solicit or secure this AGREEMENT; b)Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services ofany firm or person in connection with carrying out this AGREEMENT; or c)Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee workingsolely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kindfor, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expresslystated (if any); I acknowledge that this certificate is to be furnished to the _________________________________________ and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Consultant (Firm Name) Signature (Authorized Official of Consultant) Date Merit Oviir 2101 4th Ave Suite 1800 Seattle, WA 98121 City of Edmonds Hough Beck & Baird Inc. Item 8.6 Packet pg. 146/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-1(b) Certification of ________________________________________ I hereby certify that I am the: Other of the _______________________________________, and ________________________________________ or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a)Employ or retain, or agree to employ to retain, any firm or person; o b)Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, orconsideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the ___________________________________________ and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Signature Date Mayor City of Edmonds Hough Beck & Baird Inc.City of Edmonds Washington State Department of Transportation Item 8.6 Packet pg. 147/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-2 Certification Regarding Debarment Suspension and Other Responsibility Matters - Primary Covered Transactions I.The prospective primary participant certifies to the best of its knowledge and belief, that it and itsprincipals: A.Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B.Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction orcontract under a public transaction; violation of Federal or State anti-trust statues or commission ofembezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements,or receiving stolen property; C.Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity(Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; an D.Have not within a three (3) year period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause or default. II.Where the prospective primary participant is unable to certify to any of the statements in this certification such prospective participant shall attach an explanation to this proposal. Consultant (Firm Name) Signature (Authorized Official of Consultant) Date Hough Beck & Baird Inc. Item 8.6 Packet pg. 148/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1.No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to anyperson for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2.If any funds other than Federal appropriated funds have been paid or will be paid to any person forinfluencing or attempting to influence an officer or employee of any Federal agency, a Member ofCongress, an officer or employee of Congress, or an employee of a Member of Congress in connectionwith this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete andsubmit Standard Form - LLL, “Disclosure Form to Report Lobbying,” in accordance with itsinstructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the require certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shallrequire that the language of this certification be included in all lower tier sub-contracts, which exceed$100,000 and that all such sub-recipients shall certify and disclose accordingly. Consultant (Firm Name) Signature (Authorized Official of Consultant) Date Hough Beck & Baird Inc. Item 8.6 Packet pg. 149/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit G-4 Certification of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer’s representative in support of ______________________________________* are accurate, complete, and current as of ______________________________________________**. This certification includes the cost or pricing data supporting any advance AGREEMENT’s and forward pricing rate AGREEMENT’s between the offer or and the Government that are part of the proposal. Firm: ___________________________________________________________________________ Signature Title Date of Execution __________________________________________________________***: *Identify the proposal, quotation, request for pricing adjustment, or other submission involved, giving the appropriate identifying number (e.g. project title.)**Insert the day, month, and year, when price negotiations were concluded and price AGREEMENT was reached.***Insert the day, month, and year, of signing, which should be as close as practicable to the date when the price negotiations were concluded and thecontract price was agreed to. Urban Design Element Services (as part of Highway 99 Revitalization & Gateway project - Stage 4) January 06, 2026 Hough Beck & Baird Inc. Item 8.6 Packet pg. 150/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance of this Agreement is amended to $ _______________________ . The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of $ __________________________________. Such insurance coverage shall be evidenced by one of the following methods: •Certificate of Insurance •Self-insurance through an irrevocable Letter of Credit from a qualified financial institution Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ ___________________________. •Include all costs, fee increase, premiums. •This cost shall not be billed against an FHWA funded project. •For final contracts, include this exhibit ______________________________________________________________________ Item 8.6 Packet pg. 151/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant has alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency’s Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency’s project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer’s concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include all decisions and descriptions of work, photographs, records of labor, materials, and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant’s alleged design error(s), there are three possible scenarios: •It is determined via mutual agreement that there is not a consultant design error(s). If this is the case,then the process will not proceed beyond this point. •It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case,then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlementwith the consultant. The settlement would be paid to the agency or the amount would be reducedfrom the consultant’s agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. •There is not a mutual agreement regarding the alleged consultant design error(s). The consultant mayrequest that the alleged design error(s) issue be forwarded to the Director of Public Works or AgencyEngineer for review. If the Director of Public Works or Agency Engineer, after review with their legalcounsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Item 8.6 Packet pg. 152/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Step 5 Forward Documents to Local Programs For federally funded projects, all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General’s Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. •If mutual agreement is reached, the agency and consultant adjust the scope of work and costs toreflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federalparticipation in the agreed upon resolution of the issue. •If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Item 8.6 Packet pg. 153/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant’s claim(s) total a $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant’s claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement’s scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency’s project manager. The consultant’s claim must outline the following: •Summation of hours by classification for each firm that is included in the claim •Any correspondence that directed the consultant to perform the additional work; •Timeframe of the additional work that was outside of the project scope; •Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with theadditional work; and •Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant’s Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency’s project manager. The project manager will review the consultant’s claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project’s funding, forward a copy of the consultant’s claim and the Agency’s recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant’s claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant’s claim, proceed to step 3 of the procedures. Item 8.6 Packet pg. 154/219 Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2021 Step 3 Preparation of Support Documentation Regarding Consultant’s Claim(s) If the Agency does not agree with the consultant’s claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: •Copy of information supplied by the consultant regarding the claim; •Agency’s summation of hours by classification for each firm that should be included in the claim •Any correspondence that directed the consultant to perform the additional work; •Agency’s summary of direct labor dollars, overhead costs, profit and reimbursable costs associate with the additional work; •Explanation regarding those areas in which the Agency does/does not agree with the consultant’s claim(s); •Explanation to describe what has been instituted to preclude future consultant claim(s); and •Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant’s claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant’s Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit Item 8.6 Packet pg. 155/219 Exhibit K Item 8.6 Packet pg. 156/219 Exhibit L4 Item 8.6 Packet pg. 157/219 Exhibit L4 Item 8.6 Packet pg. 158/219 Exhibit L4 Item 8.6 Packet pg. 159/219 Exhibit L4 Item 8.6 Packet pg. 160/219 City Council Agenda Item 8.7 January 13, 2026 - Regular Meeting TITLE:Extension of Appointment for Acting Officers - HR Director and City Administrator DEPARTMENT:Mayor's Office PRESENTER:Human Resources NEEDED FROM COUNCIL:Action RECOMMENDATION:A motion for council to confirm: 1. Extension of acting office authority for Ludwig Marz as Acting Human Resources Director, for an additional term of no more than 6 months to allow the recruiting process to continue. This new term would expire July 14, 2026. 2. Extension of acting office authority for Todd Tatum as Acting City Administrator, for an additional term of no more than 6 months to allow the recruiting process to continue. This new term would expire August 20, 2026. BUDGET: Total Dollar Amount:$0 ☐ Approved in Budget Fund(s):N/A ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: ECC 2.10.010.E authorizes the mayor to appoint, without city council confirmation, an acting officer. ECC 2.10.040 specifies that term to be six months, and that the mayor may request an extension of acting authority from the City Council. Mayor Rosen requests that Council confirm: 1. Extension of acting office authority for Ludwig Marz as Acting Human Resources Director, for an additional term of no more than 6 months to allow the recruiting process to continue. This new term would expire July 14, 2026. 2. Extension of acting office authority for Todd Tatum as Acting City Administrator, for an additional term of no more than 6 months to allow the recruiting process to continue. This new term would expire August 20, 2026. CONTEXT, ANALYSIS, & ALTERNATIVES: Ludwig Marz was appointed as Acting Human Resources Director, effective July 14, 2025. Council was provided written notification from Mayor Rosen on July 7, 2025. This term will expire on January 14, 2026. The administration is actively engaged in the recruitment process for this position. Item 8.7 Packet pg. 161/219 Todd Tatum was appointed as Acting City Administrator, effective August 20, 2025. Council was provided written notification from Mayor Rosen on August 20, 2025. This term will expire on February 20, 2026. The administration is actively engaged in the recruitment process for this position. This agenda item was discussed during the Committee A meeting on January 6, 2026 and forwarded to the consent agenda. RECOMMENDATION: A motion for council to confirm: 1. Extension of acting office authority for Ludwig Marz as Acting Human Resources Director, for an additional term of no more than 6 months to allow the recruiting process to continue. This new term would expire July 14, 2026. 2. Extension of acting office authority for Todd Tatum as Acting City Administrator, for an additional term of no more than 6 months to allow the recruiting process to continue. This new term would expire August 20, 2026. BUDGET IMPACTS: Both positions are budgeted. ADDITIONAL INFORMATION: ATTACHMENTS: 1. ECC 2.10.010(E) 2. ECC 2.10.040 Item 8.7 Packet pg. 162/219 2.10.010 Review of vacancies, appointment authority and confirmation process. A. Periodically, when the city conducts a salary survey regarding its nonrepresented employees, and whenever a vacancy occurs in one of the positions listed in this chapter, the city council may review the specifications for the appointive officer position(s) and revise them as needed before acting to confirm a permanent appointment. Nothing in this subsection shall be construed to prevent the city council from reviewing such specifications at other times. The council’s revising of a specification will not have any effect on a previously confirmed permanent appointment. Recruitment to fill a vacant appointive office may be postponed until after the city council acts to revise the specifications or determines them not to be in need of revision. B. The mayor or his/her designee will review all applications and determine the persons with the highest qualifications. Any city council member, upon request to the mayor, may review the applications received for a vacant position. Additionally and/or alternatively, the city council may evaluate the qualifications of an applicant for public employment in executive session pursuant to RCW 42.30.110(1)(g). C. If, on occasion of a vacant appointive office, the mayor elects to propose a reorganization of the appointive offices which would alter the specifications of the vacant appointive office, he/she shall have 60 days from the date of the vacancy to introduce a reorganization proposal to the city council along with any necessary accompanying budget amendment. If reorganization is proposed, recruitment to fill the vacant appointive office may be postponed until after the city council acts upon the reorganization proposal. D. The mayor shall appoint, subject to council confirmation, the appointive officers. The city council shall interview the top three candidates for each position prior to the mayor’s appointment; provided, that the city council may waive the three-interview requirement by motion adopted by a majority plus one of the full council and may opt to interview as few as two candidates for any vacant appointive office; and further provided, that when an appointive office becomes vacant, or is about to become vacant, again within nine months of the city council’s confirmation of the last mayoral appointment to that office, the city council may waive an additional round of interviews, by motion adopted by a majority plus one of the full council, and proceed immediately to confirming the appointment of a candidate interviewed by the city council during the most recent recruitment for that appointive office. The mayor’s appointments to all other employee positions shall not be subject to city council confirmation. E. The mayor shall have the authority to appoint, without city council confirmation, an acting officer to perform the functions and duties of a vacant, funded appointive office, subject to the term limitations described in ECC 2.10.040(B); provided, that there is budgetary authority to fill the position. The city council shall be given written notice about any such acting appointments including the effective date of the appointment. Acting officers shall be compensated pursuant to applicable ordinances and personnel policies regarding acting pay. An appointive office will be deemed vacant: (1) as of the date the appointive officer has been separated from employment; or (2) prior to the date of separation if the mayor has made a final decision to separate the employment of the appointive officer and such appointive officer has been placed on leave and will no longer be performing any of the functions or duties of such appointive office. Ch. 2.10 Confirmation and Duties of Appointive Officers | Edmonds City Code Page 1 of 2 The Edmonds City Code is current through Ordinance 4410, passed October 14, 2025. Item 8.7 Packet pg. 163/219 The Edmonds City Code is current through Ordinance 4410, passed October 14, 2025. Disclaimer: The city clerk’s office has the official version of the Edmonds City Code. Users should contact the city clerk’s office for ordinances passed subsequent to the ordinance cited above. City Website: www.edmondswa.gov Hosted by General Code. 2.10.040 Terms and extensions of terms. A. Permanent appointive officers shall serve without a definite term. B. The authority to hold an appointive office on an acting basis (an acting office) shall expire and be deemed vacant six months after the date of the acting appointment. If, during that six-month period, the administration has not been able to generate sufficient interest from suitable candidates to satisfy the city council interview requirement (see ECC 2.10.010(D)), the mayor may request an extension of acting office authority from the city council, in increments of no more than six months at a time, to allow the recruiting process to continue. After the initial six-month term, each extension of the acting office shall be subject to city council confirmation. Similarly, any employment agreement or services contract beyond a six-month term shall require city council approval. C. Both permanent and acting appointive officers shall be at-will positions serving at the pleasure of the mayor. [Ord. 4406 § 1 (Att. A), 2025; Ord. 3959 § 1 (Att. A), 2014]. Ch. 2.10 Confirmation and Duties of Appointive Officers | Edmonds City Code Page 1 of 1 The Edmonds City Code is current through Ordinance 4410, passed October 14, 2025. Item 8.7 Packet pg. 164/219 City Council Agenda Item 8.8 January 13, 2026 - Regular Meeting TITLE:WA Traffic Safety Commission Interagency Agreement DEPARTMENT:Police Services PRESENTER:Chief Loi Dawkins NEEDED FROM COUNCIL:Action RECOMMENDATION:Staff is requesting that the council approve this agreement on the consent agenda, so the Mayor can sign it. BUDGET: Total Dollar Amount:N/A ☐ Approved in Budget Fund(s):N/A ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: For 2026 we need this Interagency agreement approved so our officers can work traffic safety emphasis shifts and the WA Traffic Safety Commission will reimburse Edmonds Police Department for the cost of the officer’s shift. CONTEXT, ANALYSIS, & ALTERNATIVES: Attached is the agreement we enter into annually with the Washington State Traffic Commission to be participants with the Target Zero Task force. Although it’s 20 pages in length, it defines our responsibilities and duties in order to receive grant funds paying for our Officers that participate in regional traffic safety efforts such as Holiday DUI emphasis, U Drive/U Text/U Pay, Click-it or ticket, etc. The funding pays for straight time and portions of benefits we pay as part of their salary. This agreement is not costing us anything, it only approves reimbursement from the award. RECOMMENDATION: Staff is requesting that the council approve this agreement on the consent agenda, so the Mayor can sign it. BUDGET IMPACTS: There is no general fund impact. ADDITIONAL INFORMATION: ATTACHMENTS: WEMS Interagency Agreement Item 8.8 Packet pg. 165/219 HVE_IAA_Agreement_Edmonds Police Department INTERAGENCY AGREEMENT BETWEEN THEWashington Traffic Safety CommissionANDEdmonds Police DepartmentTHIS AGREEMENT is made and entered into by and between the Washington Traffic Safety Commission,hereinafter referred to as “WTSC,” and SUB RECIPIENT NAME Edmonds Police Department, hereinafterreferred to as “SUB-RECIPIENT.”NOW THEREFORE, in consideration of the authority provided to WTSC in RCW 43.59 and RCW 39.34,terms, conditions, covenants, and performance contained herein, or attached and incorporated and madea part hereof, the parties mutually agree as follows: 1.PURPOSE OF THE AGREEMENT:The purpose of this Agreement is to provide funding, provided by the United States Department ofTransportation (USDOT) National Highway Traffic Safety Administration (NHTSA) and allowed under theAssistance Listings Catalog of Federal Domestic Assistance (CFDA) numbers 20.600 and 20.616 fortraffic safety grant project 2026-HVE-5732-Region 10 HVE, specifically to provide funding for the lawenforcement agencies in WTSC Region 10 to conduct straight time or overtime enforcement activities(traffic safety emphasis patrols) as outlined in the Statement of Work (SOW), in support of Target Zeropriorities. The Target Zero Manager (TZM) and/or the Law Enforcement Liaison (LEL) shall coordinate theSOW with the SUB-RECIPIENT with the goal of reducing traffic crashes.WTSC grant 2026-HVE-5732-Region 10 HVE was awarded to the WTSC Region 10 to supportcollaborative efforts to conduct HVE activities. By signing this agreement, the SUB-RECIPIENT can seekreimbursement for straight time or overtime for approved law enforcement activity expenses incurred asa participant in the region’s HVE grant.2.PERIOD OF PERFORMANCEThe period of performance of this Agreement shall commence upon the date of execution by both parties,but not earlier than October 1, 2025, and remain in effect until September 30, 2026 unless terminatedsooner, as provided herein.3.SCOPE OF WORK3.1.1 Problem ID and/or OpportunityIn 2023, Washington State experienced the deadliest year on its roads since 1990. The trajectory of thisrise in fatalities reflects a broader trend of increasing impairment-related crashes, speeding, andcompounding issues in law enforcement, medical, and judicial systems. This uptick in fatal crashes isdeeply intertwined with impaired driving, law enforcement challenges, and societal impacts.Page 1 of 20 Item 8.8 Packet pg. 166/219 A Decade of Increasing Traffic FatalitiesThe rise in fatalities has been both sharp and persistent:•2015 saw a drastic 19.3% increase in traffic fatalities, the largest single-year jump since data collectionbegan in 1968.•Following this spike, fatalities stabilized between 2015 and 2019.•In 2020, despite pandemic-related reductions in traffic volume, fatalities climbed 6.7%, from 538 to 574.•The situation worsened in 2021-2023, when fatalities surged by 20.2%, from 674 in 2021 to 810 in 2023,the highest number since 1990. This five-year increase represents the most rapid rise in traffic fatalitiesrecorded in Washington State's history.•Pedestrian fatalities were a record-high of 157 in 2023 and pedestrian serious injuries reached 472, alsoa record high for the state.This project will fund locally coordinated enforcement mobilizations to address impaired driving,distracted driving, seat belt safety, speeding, and motorcycle safety. Funding and events will be organizedby local Target Zero Managers (TZMs) & the statewide Law Enforcement Liaison networks and their localTarget Zero Task Force. These patrols will also be coordinated with the Washington State Patrol (WSP).Target Zero Managers will establish or strengthen relationships with key WSP district personnel toimprove interagency coordination.3.1.2 Project Purpose and StrategiesThis project will fund High Visibility Enforcement (HVE) and Traffic Safety Enforcement Program (TSEP)patrols to prevent impaired driving, distracted driving, seat belt use, speeding, and motorcycle safety.High Visibility Enforcement (HVE) and Traffic Safety Enforcement Program (TSEP) patrols are designedto create deterrence by increasing the expectation of a citation/fine/arrest. Officers may also removehigh risk (impaired) drivers when encountered. So together, this countermeasure works by preventingdangerous driving behaviors and stopping those who still decide to engage in those behaviors.Funding and events will be organized by local TZMs, LELs, and their local Target Zero Task Force. Taskforces will use local data and professional judgement to determine enforcement priorities for theirjurisdictions and will schedule and plan enforcement and outreach activities. Regional participation in thefollowing National Campaigns is mandatory:•Impaired driving enforcement during the Holiday DUI campaign (December 2025).•Distracted driving enforcement during the Distracted Driving campaign (April 2026)•Seat belt enforcement during the Click It or Ticket campaign (May 2026).•Impaired driving enforcement during the Summer DUI campaign (August 2026).These patrols will also be coordinated with the Washington State Patrol (WSP). Target Zero Managerswill establish or strengthen relationships with key WSP district personnel to improve interagencycoordination with the WSP.3.1.3 Requirements for National Mobilizations and Traffic Safety Enforcement Program (TSEP)3.1.3.1.HVE events will be data informed; based on crash data, anecdotal evidence, and the professionaljudgement of task force members. WTSC strongly believes in the expertise of local officers to understandPage 2 of 20 Item 8.8 Packet pg. 167/219 the highest priority areas in their communities to focus their efforts.3.1.3.2.The SUB-RECIPIENT will ensure that all officers participating in these patrols are BAC certifiedand have received and passed the SFST refresher training.3.1.3.3.SUB-RECIPIENT will ensure all officers participating in Impaired Driving patrols have also receivedAdvanced Roadside Impaired Driving Enforcement (ARIDE) training.3.1.3.4.SUB-RECIPIENT shall ensure all participating personnel will use the WEMS system provided bythe WTSC to record all activities in digital activity logs conducted by their commissioned officerspursuant to the HVE events. Participating officers will fill out all applicable fields of the digital activity logand use the comments field to provide details on irregularities, challenges or other details that would helpexplain what was encountered during their shift. SUB- RECIPIENT will also ensure all supervisors andfiscal staff have the ability to review and edit those activity logs.3.1.4 Project Intent and Best Practice3.1.4.1.SUB-RECIPIENT is encouraged to help their Region Task Force fulfill the requirement toparticipate in the four mandatory National Campaigns. (Holiday DUI campaign in December 2025,Distracted Driving campaign in April 2026, Click It or Ticket campaign in May 2026, and Summer DUIcampaign in August 2026).NOTE: Agencies must participate in speed or impaired driving enforcement under this agreement to beeligible to receive funding under the WASPC equipment grant.3.1.4.2.SUB-RECIPIENT is strongly encouraged to participate in their task force to plan and executeenforcement events.3.1.4.3.Regional task force will be submitting quarterly progress reports and SUB-RECIPIENT isencouraged to participate to the fullest extent possible. Quarterly progress reports are due January 15,April 15, July 15, and October 15.3.1.4.4.WTSC encourages participating officers to prioritize violations that directly contribute to the injuryand death of road users, such as impaired driving, speeding, distracted driving, non-restraint, etc.3.1.4.5.SUB-RECIPIENT should promote patrol events through all earned, owned and, if funded, paidmedia that is available so that the public is made aware of the event before, during, and after theenforcement takes place. It is best practice to translate messages as needed and invite local mediainvolvement in the effort to reach communities in which HVE will occur.3.1.4.6.SUB-RECIPIENT should strive to actively enforce traffic safety laws focused on collision causingbehaviors in priority areas throughout the year outside of HVE events.3.1.4.7.When participating in motorcycle patrols SUB-RECIPIENT should focus on the illegal and unsafePage 3 of 20 Item 8.8 Packet pg. 168/219 driving actions of all motor vehicles interacting with motorcycles. This includes speeding, failure to yieldto a motorcycle, following too closely to a motorcycle, distracted driving, etc.3.1.4.8.When participating in motorcycle patrols SUB-RECIPIENT should ensure that enforcement willfocus on the illegal and unsafe driving actions of motorcycles that are known to cause serious and fatalcrashes. This includes impaired driving, speeding, and following too closely.3.1.4.9.Performance will be monitored by the regional TZM, LEL, and Task Force, as well as WTSC. WTSCreserves the right to designate specific officers as ineligible for cost reimbursement. This will occur if anofficer is determined to not have not met the purpose/intent of this grant in multiple emphasis patrols.3.1.4.10.Funds can be used to support the mentoring of officers in traffic enforcement. This can befocused on impaired driving, or general traffic enforcement.For DUI mentorship, WTSC has found it to be best practice to include a mix of instruction and practicalexperience. The mentor should be a DRE when possible, or a highly effective DUI emphasis patrol officerwith a minimum of ARIDE training. Mentor/mentee activities will be pre-approved by the TZM or LEL afterthe mentee submits their interest.3.1.4.11.Community outreach/collaboration: Funds can be used to pay for traffic safety focusedcommunity outreach and collaboration activities. The operational approach for regional communityoutreach and collaboration activities should be developed at the Task Force level and be approved by theWTSC. WTSC recommends that these activities include an opportunity for the audience to providefeedback on local traffic safety priorities and activities, which ideally will influence the region's plan fortraffic safety programming.3.1.4.12.In order to receive funding from this grant, agencies must participate with the regional trafficsafety task force/coalition in the planning efforts for these activities.3.1.4.13.WTSC also encourages all law enforcement agencies in Washington to utilize WTSC's dataanalysis resources, such as interactive dashboards and data from a statewide attitudinal survey, as welltheir regional Target Zero Manager to identify priorities for engaging with the community.3.1.4.14.WTSC will provide tools for documenting community collaboration activities, such as the WEMSactivity log.3.1.5 NATIONAL AND STATE-WIDE MOBILIZATIONSNot all agencies are required to participate in all of the mobilizations listed below. However, the regionmust have some law enforcement participation in all of the mobilizations listed. Dates are tentative andmay change when NHTSA publishes their FFY2026 mobilization calendar.Mobilization DatesHoliday DUI December 16, 2025 – January 1, 2026 Page 4 of 20 Item 8.8 Packet pg. 169/219 U Drive. U Text. U Pay.April 6 – 13, 2026Click It or Ticket May 11 – May 31, 2026It’s a Fine Line (optional if funded)July 2026 (Dates TBD)DUI Drive Sober or Get Pulled Over August 19 – September 7, 20263.2 PROJECT GOALSPrevent traffic crashes to reduce traffic related deaths and serious injuries through active, visible,consistent, and targeted traffic law enforcement, law enforcement training, and community outreach. Lawenforcement can have a profound effect on traffic safety and this project aims to increase participationto accomplish that.3.3 COMPENSATION3.3.1 The Compensation for the straight time or overtime work provided in accordance with thisAgreement has been established under the terms of RCW 39.34. The cost of accomplishing the workdescribed in the SOW will not exceed dollar total from amounts listed below. Payment for satisfactoryperformance shall not exceed this amount unless the WTSC and SUB-RECIPIENT mutually agree to ahigher amount in a written Amendment to this Agreement executed by both the WTSC and SUB-RECIPIENT. Comp-time is not considered overtime and will not be approved for payment. All lawenforcement agencies who are active members of the Region’s traffic safety task force with a fullyexecuted grant agreement are eligible to participate in this grant.3.3.2 WTSC will reimburse for personnel straight time or overtime expenses at 150 percent of theofficer’s normal salary rate plus SUB-RECIPIENT’s contributions to employee benefits, limited to thefollowing:•FICA•Medicare•Any portion of L&I that is paid by the employer (SUB-RECIPIENT)•Retirement contributions paid by the employer (SUB-RECIPIENT) can be included if the contribution isbased on a percentage of their hours worked.Health insurance, or any other benefits not listed above, are not eligible for reimbursement.The SUB-RECIPIENT will provide law enforcement officers with appropriate equipment (e.g., vehicles,radars, portable breath testers, etc.) to participate in the emphasis patrols.3.3.3 Funding alterations are permitted as follows: Upon agreement by the regional TZM and all otherparties impacted by a proposed budget alteration, the budget category amounts may be increased ordecreased without amending this agreement, so long as the total grant award amount does not increase.HVE grant funds should be managed collaboratively by the SUB-RECIPIENT and the TZM.These alterations must be requested through email communication between the regional TZM andassigned WTSC Program Manager. This communication shall include details of the requested budgetmodifications and a description of why these changes are needed. The TZM will also send an updatedPage 5 of 20 Item 8.8 Packet pg. 170/219 quarterly Operations Plan to the WASPC representative monitoring the project if the budget modificationwill result in changes to the previously submitted plan.3.3.4 These funds, designated for salaries and benefits, are intended to pay for the hourly straight time orovertime costs and proportional amounts of fringe benefits of commissioned staff pursuing the activitiesdescribed in the statement of work. These funds may not be used for any other purpose for example anywork required to maintain a law enforcement commission including recertification trainings like firearmqualification. This agreement is expressly designated to fund salaries and benefits. By signing thisagreement, SUB-RECIPIENT agrees to supply all necessary equipment and vehicles needed to accomplishthe work in the scope of work. WTSC is not responsible for any equipment that is lost, stolen, ordestroyed in the execution of the scope of work.3.3.5 Dispatch: WTSC will reimburse communications officers/dispatch personnel for work on thisproject providing SUB- RECIPIENT has received prior approval from their region’s TZM. This activity mustbe overtime and only the expenses listed in section 3.2 and its subsections will be reimbursed.3.3.6 Transport Officers: WTSC will reimburse transport officers for their work on this project providingSUB-RECIPIENT has received approval from their regions TZM. The TZM will work with the regional LEL todetermine if need is warranted for the type of HVE activity. This activity must be overtime and only theexpenses listed in section 3.2 and its subsections will be reimbursed.3.3.7 The law enforcement agency involved will not schedule individual officer overtime shifts for longerthan eight hours. WTSC understands there may be instances when more than eight hours are billed dueto DUI processing or other reasons and an explanation should be provided on the WEMS Officer ActivityLog.3.3.8 The law enforcement agency involved will ensure that any reserve officer for whom reimbursementis claimed has exceeded his/her normal weekly working hours when participating in an emphasis patroland is authorized to be paid at the amount requested. Reserve officers may only be paid at the normalhourly rate and not at the 150 percent overtime rate.3.4 PROJECT COSTSThe WTSC has awarded $192,500.00 to the WTSC Region 10 Traffic Safety Task Force for the purposeof conducting coordinated HVE enforcement and community outreach/collaboration activities. Thefunding must be used for traffic safety purposes in the areas of impaired driving, distracted driving,occupant restraint use, speeding, and motorcycle safety. See the project in WEMS for an updateddistribution of funding by specific emphasis area.By signing this agreement, the SUB-RECIPIENT can seek reimbursement for approved straight time orovertime expenses incurred as a participant in this grant. Funds are expressly designated for staffingactivities and may not be used for other expenses that may be incurred, such as vehicle damage, supplyreplacement, etc. All activity must be coordinated by the region’s traffic safety task force and TZM to beeligible for reimbursement.Page 6 of 20 Item 8.8 Packet pg. 171/219 APPLICABLE STATE AND FEDERAL TERMS AND CONDITIONS:4.ACTIVITY REPORTSThe SUB-RECIPIENT agrees to have all personnel who work HVE patrols submit a WEMS Officer ActivityLog within 24 hours of the end of all shifts worked. These same logs will be associated with invoices asdetailed in the “BILLING PROCEDURE” section. Use of the Officer Activity Log in the WTSC’s online grantmanagement system, WEMS, is required. Supervisor review and accuracy certification will also be done inWEMS.5.ADVANCE PAYMENTS PROHIBITEDNo payments in advance of or in anticipation of goods or services to be provided under this Agreementshall be made by the WTSC.6.AGREEMENT ALTERATIONS AND AMENDMENTSThis Agreement may be amended by mutual agreement of the Parties in the form of a written request toamend this Agreement. Such amendments shall only be binding if they are in writing and signed bypersonnel authorized to bind each of the Parties. Changes to the budget, SUB-RECIPIENT’S PrimaryContact, and WTSC Program Manager can be made through email communication and signatures are notrequired.7.ALL WRITINGS CONTAINED HEREINThis Agreement contains all the terms and conditions agreed upon by the parties. No otherunderstandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed toexist or to bind any of the parties hereto.8.ASSIGNMENTThe SUB-RECIPIENT may not assign the work to be provided under this Agreement, in whole or in part,without the express prior written consent of the WTSC, which consent shall not be unreasonably withheld.The SUB-RECIPIENT shall provide the WTSC a copy of all third-party contracts and agreements enteredinto for purposes of fulfilling the SOW. Such third-party contracts and agreements must follow applicablefederal, state, and local law, including but not limited to procurement law, rules, and procedures. If any ofthe funds provided under this Agreement include funds from NHTSA, such third-party contracts andagreements must include the federal provisions set forth in this Agreement in sections 32 through 40. 9.ATTORNEYS’ FEESIn the event of litigation or other action brought to enforce the Agreement terms, each party agrees tobear its own attorney fees and costs.10.BILLING PROCEDUREAll invoices for reimbursement of HVE activities will be done using the WTSC’s grant managementsystem, WEMS. WEMS Officer Activity logs will be attached to invoices, directly linking the cost of thePage 7 of 20 Item 8.8 Packet pg. 172/219 activity to the invoice. Because the activity, approval, and invoicing are all done within WEMS, no back updocumentation is required in most cases.Once submitted by the SUB-RECIPIENT, invoices are routed to the regional TZM for review and approval.The TZM will submit all approved invoices to the WTSC via WEMS within 10 days of receipt.Payment to the SUB-RECIPIENT for approved and completed work will be made by warrant or accounttransfer by WTSC within 30 days of receipt of such properly documented invoices acceptable to WTSC.Upon expiration of the Agreement, any claim for payment not already made shall be submitted within 45days after the expiration date of this Agreement. All invoices for goods received or services performed onor prior to June 30, 2026, must be received by WTSC no later than August 10, 2026. All invoices for goodsreceived or services performed between July 1, 2026 and September 30, 2026, must be received by WTSCno later than November 15, 2026.11.CONFIDENTIALITY / SAFEGUARDING OF INFORMATIONThe SUB-RECIPIENT shall not use or disclose any information concerning the WTSC, or information whichmay be classified as confidential, for any purpose not directly connected with the administration of thisAgreement, except with prior written consent of the WTSC, or as may be required by law.12.COST PRINCIPLESCosts incurred under this Agreement shall adhere to provisions of 2 CFR Part 200 Subpart E.13.COVENANT AGAINST CONTINGENT FEESThe SUB-RECIPIENT warrants that it has not paid, and agrees not to pay, any bonus, commission,brokerage, or contingent fee to solicit or secure this Agreement or to obtain approval of any applicationfor federal financial assistance for this Agreement. The WTSC shall have the right, in the event of breachof this section by the SUB-RECIPIENT, to annul this Agreement without liability.14.DISPUTES14.1.Disputes arising in the performance of this Agreement, which are not resolved by agreement of theparties, shall be decided in writing by the WTSC Deputy Director or designee. This decision shall be finaland conclusive, unless within 10 days from the date of the SUB-RECIPIENT’s receipt of WTSC’s writtendecision, the SUB-RECIPIENT furnishes a written appeal to the WTSC Director. The SUB-RECIPIENT’sappeal shall be decided in writing by the Director or designee within 30 days of receipt of the appeal bythe Director. The decision shall be binding upon the SUB-RECIPIENT and the SUB-RECIPIENT shall abideby the decision.14.2.Performance During Dispute. Unless otherwise directed by WTSC, the SUB-RECIPIENT shallcontinue performance under this Agreement while matters in dispute are being resolved.14.3 In the event that either Party deems it necessary to institute legal action or proceedings to enforceany right or obligation under this Agreement, the Parties hereto agree that any such action or proceedingsPage 8 of 20 Item 8.8 Packet pg. 173/219 shall be brought in the superior court situated in Thurston County, Washington.15.GOVERNANCE15.1.This Agreement is entered into pursuant to and under the authority granted by the laws of the stateof Washington and any applicable federal laws. The provisions of this Agreement shall be construed toconform to those laws.15.2.In the event of an inconsistency in the terms of this Agreement, or between its terms and anyapplicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order:15.2.1.Applicable federal and state statutes and rules15.2.2.Terms and Conditions of this Agreement15.2.3.Any Amendment executed under this Agreement15.2.4.Any SOW executed under this Agreement15.2.5.Any other provisions of the Agreement, including materials incorporated by reference16.INCOMEAny income earned by the SUB-RECIPIENT from the conduct of the SOW (e.g., sale of publications,registration fees, or service charges) must be accounted for, reported to WTSC, and that income must beapplied to project purposes or used to reduce project costs.17.INDEMNIFICATION17.1.To the fullest extent permitted by law, the SUB-RECIPIENT shall indemnify and hold harmless theWTSC, its officers, employees, and agents, and process and defend at its own expense any and all claims,demands, suits at law or equity, actions, penalties, losses, damages, or costs of whatsoever kind(“claims”) brought against WTSC arising out of or in connection with this Agreement and/or the SUB-RECIPIENT’s performance or failure to perform any aspect of the Agreement. This indemnity provisionapplies to all claims against WTSC, its officers, employees, and agents arising out of, in connection with,or incident to the acts or omissions of the SUB-RECIPIENT, its officers, employees, agents, contractors,and subcontractors. Provided, however, that nothing herein shall require the SUB-RECIPIENT to indemnifyand hold harmless or defend the WTSC, its agents, employees, or officers to the extent that claims arecaused by the negligent acts or omissions of the WTSC, its officers, employees or agents; and providedfurther that if such claims result from the concurrent negligence of(a) the SUB-RECIPIENT, its officers, employees, agents, contractors, or subcontractors, and (b) the WTSC,its officers, employees, or agents, or involves those actions covered by RCW 4.24.115, the indemnityprovisions provided herein shall be valid and enforceable only to the extent of the negligence of the SUB-RECIPIENT, its officers, employees, agents, contractors, or subcontractors. Page 9 of 20 Item 8.8 Packet pg. 174/219 17.2.The SUB-RECIPIENT agrees that its obligations under this Section extend to any claim, demandand/or cause of action brought by, or on behalf of, any of its employees or agents in the performance ofthis agreement. For this purpose, the SUB- RECIPIENT, by mutual negotiation, hereby waives with respectto WTSC only, any immunity that would otherwise be available to it against such claims under theIndustrial Insurance provisions chapter 51.12 RCW.17.3.The indemnification and hold harmless provision shall survive termination of this Agreement.18.INDEPENDENT CAPACITYThe employees or agents of each party who are engaged in the performance of this Agreement shallcontinue to be employees or agents of that party and shall not be considered for any purpose to beemployees or agents of the other party.19.INSURANCE COVERAGE19.1.The SUB-RECIPIENT shall comply with the provisions of Title 51 RCW, Industrial Insurance, ifrequired by law.19.2.If the SUB-RECIPIENT is not required to maintain insurance in accordance with Title 51 RCW, prior tothe start of any performance of work under this Agreement, the SUB-RECIPIENT shall provide WTSC withproof of insurance coverage (e.g., vehicle liability insurance, private property liability insurance, orcommercial property liability insurance), as determined appropriate by WTSC, which protects the SUB-RECIPIENT and WTSC from risks associated with executing the SOW associated with this Agreement.20.LICENSING, ACCREDITATION, AND REGISTRATIONThe SUB-RECIPIENT shall comply with all applicable local, state, and federal licensing, accreditation, andregistration requirements and standards necessary for the performance of this Agreement. The SUB-RECIPIENT shall complete registration with the Washington State Department of Revenue, if required, andbe responsible for payment of all taxes due on payments made under this Agreement.21.RECORDS MAINTENANCE21.1.During the term of this Agreement and for six years thereafter, the SUB-RECIPIENT shall maintainbooks, records, documents, and other evidence that sufficiently and properly reflect all direct and indirectcosts expended in the performance of the services described herein. These records shall be subject toinspection, review, or audit by authorized personnel of the WTSC, the Office of the State Auditor, andfederal officials so authorized by law. All books, records, documents, and other material relevant to thisAgreement will be retained for six years after expiration. The Office of the State Auditor, federal auditors,the WTSC, and any duly authorized representatives shall have full access and the right to examine any ofthese materials during this period.21.2.Records and other documents, in any medium, furnished by one party to this Agreement to the otherparty, will remain the property of the furnishing party, unless otherwise agreed. The receiving party will notdisclose or make available this material to any third parties without first giving notice to the furnishingparty and giving them a reasonable opportunity to respond. Each party will utilize reasonable securityPage 10 of 20 Item 8.8 Packet pg. 175/219 procedures and protections to assure that records and documents provided by the other party are noterroneously disclosed to third parties.22.RIGHT OF INSPECTIONThe SUB-RECIPIENT shall provide right of access to its facilities to the WTSC or any of its officers, or toany other authorized agent or official of the state of Washington or the federal government, at allreasonable times, in order to monitor and evaluate performance, compliance, and/or quality assuranceunder this Agreement. The SUB-RECIPIENT shall make available information necessary for WTSC tocomply with the right to access, amend, and receive an accounting of disclosures of their PersonalInformation according to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or anyregulations enacted or revised pursuant to the HIPAA provisions and applicable provisions of WashingtonState law. The SUB- RECIPIENT shall upon request make available to the WTSC and the United StatesSecretary of the Department of Health and Human Services all internal policies and procedures, books,and records relating to the safeguarding, use, and disclosure of Personal Information obtained or used asa result of this Agreement.23.RIGHTS IN DATA23.1.WTSC and SUB-RECIPIENT agree that all data and work products (collectively called “WorkProduct”) pursuant to this Agreement shall be considered works made for hire under the U.S. CopyrightAct, 17 USC §101 et seq., and shall be owned by the state of Washington. Work Product includes, but isnot limited to, reports, documents, pamphlets, advertisement, books, magazines, surveys, studies,computer programs, films, tapes, sound reproductions, designs, plans, diagrams, drawings, software,and/or databases to the extent provided by law. Ownership includes the right to copyright, register thecopyright, distribute, prepare derivative works, publicly perform, publicly display, and the ability tootherwise use and transfer these rights.23.2.If for any reason the Work Product would not be considered a work made for hire under applicablelaw, the SUB- RECIPIENT assigns and transfers to WTSC the entire right, title, and interest in and to allrights in the Work Product and any registrations and copyright applications relating thereto and anyrenewals and extensions thereof.23.3.The SUB-RECIPIENT may publish, at its own expense, the results of project activities without priorreview by the WTSC, provided that any publications (written, visual, or sound) contain acknowledgment ofthe support provided by NHTSA and the WTSC. Any discovery or invention derived from work performedunder this project shall be referred to the WTSC, who will determine through NHTSA whether patentprotections will be sought, how any rights will be administered, and other actions required to protect thepublic interest.24.SAVINGSIn the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way afterthe effective date of this Agreement and prior to completion of the SOW under this Agreement, the WTSCmay terminate the Agreement under the "TERMINATION FOR CONVENIENCE" clause, without the 30-daynotice requirement. The Agreement is subject to renegotiation at the WTSC’s discretion under any newPage 11 of 20 Item 8.8 Packet pg. 176/219 funding limitations or conditions.25.SEVERABILITYIf any provision of this Agreement or any provision of any document incorporated by reference shall beheld invalid, such invalidity shall not affect the other provisions of this Agreement which can be giveneffect without the invalid provision, if such remainder conforms to the requirements of applicable law andthe fundamental purpose of this Agreement, and to this end the provisions of this Agreement aredeclared to be severable.26.SITE SECURITYWhile on WTSC premises, the SUB-RECIPIENT, its agents, employees, or sub-contractors shall conform inall respects with all WTSC physical, fire, or other security policies and applicable regulations.27.TAXESAll payments of payroll taxes, unemployment contributions, any other taxes, insurance, or other suchexpenses for the SUB- RECIPIENT or its staff shall be the sole responsibility of the SUB-RECIPIENT.28.TERMINATION FOR CAUSEIf the SUB-RECIPIENT does not fulfill in a timely and proper manner its obligations under this Agreementor violates any of these terms and conditions, the WTSC will give the SUB-RECIPIENT written notice ofsuch failure or violation, and may terminate this Agreement immediately. At the WTSC’s discretion, theSUB-RECIPIENT may be given 15 days to correct the violation or failure. In the event that the SUB-RECIPIENT is given the opportunity to correct the violation and the violation is not corrected within the 15-day period, this Agreement may be terminated at the end of that period by written notice of the WTSC.29.TERMINATION FOR CONVENIENCEExcept as otherwise provided in this Agreement, either party may terminate this Agreement, withoutcause or reason, with 30 days written notice to the other party. If this Agreement is so terminated, theWTSC shall be liable only for payment required under the terms of this Agreement for services renderedor goods delivered prior to the effective date of termination.30.TREATMENT OF ASSETS30.1.Title to all property furnished by the WTSC shall remain property of the WTSC. Title to all propertyfurnished by the SUB- RECIPIENT for the cost of which the SUB-RECIPIENT is entitled to be reimbursed asa direct item of cost under this Agreement shall pass to and vest in the WTSC upon delivery of suchproperty by the SUB-RECIPIENT. Title to other property, the cost of which is reimbursable to the SUB-RECIPIENT under this Agreement, shall pass to and vest in the WTSC upon (i) issuance for use of suchproperty in the performance of this Agreement, or (ii) commencement of use of such property in theperformance of this Agreement, or (iii) reimbursement of the cost thereof by the WTSC in whole or in part,whichever first occurs.30.2.Any property of the WTSC furnished to the SUB-RECIPIENT shall, unless otherwise provided hereinPage 12 of 20 Item 8.8 Packet pg. 177/219 or approved by the WTSC, be used only for the performance of this Agreement.30.3.The SUB-RECIPIENT shall be responsible for any loss or damage to property of the WTSC whichresults from the negligence of the SUB-RECIPIENT or which results from the failure on the part of theSUB-RECIPIENT to maintain and administer that property in accordance with sound managementpractices.30.4.If any WTSC property is lost, destroyed, or damaged, the SUB-RECIPIENT shall immediately notifythe WTSC and shall take all reasonable steps to protect the property from further damage.30.5.The SUB-RECIPIENT shall surrender to the WTSC all property of the WTSC upon completion,termination, or cancellation of this Agreement.30.6.All reference to the SUB-RECIPIENT under this clause shall also include SUB-RECIPIENT'semployees, agents, or sub- contractors.31.WAIVERA failure by either party to exercise its rights under this Agreement shall not preclude that party fromsubsequent exercise of such rights and shall not constitute a waiver of any other rights under thisAgreement.APPLICABLE CERTIFICATIONS AND ASSURANCES FOR HIGHWAY SAFETY GRANTS (23 CFR PART 1300APPENDIX A):32.BUY AMERICA ACTThe SUB-RECIPIENT will comply with the Buy America requirement (23 U.S.C. 313) when purchasingitems using federal funds. Buy America requires the SUB-RECIPIENT to purchase only steel, iron, andmanufactured products produced in the United States, unless the Secretary of Transportation determinesthat such domestically produced items would be inconsistent with the public interest, that such materialsare not reasonably available and of a satisfactory quality, or that inclusion of domestic materials willincrease the cost of the overall project contract by more than 25 percent. In order to use federal funds topurchase foreign produced items, the WTSC must submit a waiver request that provides an adequatebasis and justification, and which is approved by the Secretary of Transportation.33.DEBARMENT AND SUSPENSIONInstructions for Lower Tier Certification33.1.By signing this Agreement, the SUB-RECIPIENT (hereinafter in this section referred to as the “lowertier participant”) is providing the certification set out below and agrees to comply with the requirementsof 2 CFR part 180 and 23 CFR part 1200.33.2.The certification in this section is a material representation of fact upon which reliance was placedwhen this transaction was entered into. If it is later determined that the lower tier participant knowinglyPage 13 of 20 Item 8.8 Packet pg. 178/219 rendered an erroneous certification, in addition to other remedies available to the federal government, thedepartment or agency with which this transaction originated may pursue available remedies, includingsuspension and/or debarment.33.3.The lower tier participant shall provide immediate written notice to the WTSC if at any time thelower tier participant learns that its certification was erroneous when submitted or has become erroneousby reason of changed circumstances.33.4.The terms covered transaction, civil judgement, debarment, suspension, ineligible, participant,person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and1200.33.5.The lower tier participant agrees by signing this Agreement that it shall not knowingly enter into anylower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this coveredtransaction, unless authorized by WTSC.33.6.The lower tier participant further agrees by signing this Agreement that it will include the clausetitled “Instructions for Lower Tier Certification” including the “Certification Regarding Debarment,Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction,” without modification,in all lower tier covered transactions and in all solicitations for lower tier covered transactions, and willrequire lower tier participants to comply with 2 CFR part 180 and 23 CFR part 1200.33.7.A participant in a covered transaction may rely upon a certification of a prospective participant in alower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4,debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows thatthe certification is erroneous. A participant is responsible for ensuring that its principals are notsuspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibilityof its principals, as well as the eligibility of any prospective lower tier participants, each participant may,but is not required to, check the System for Award Management Exclusions website(https://www.sam.gov/).33.8.Nothing contained in the foregoing shall be construed to require establishment of a system ofrecords in order to render in good faith the certification required by this clause. The knowledge andinformation of a participant is not required to exceed that which is normally possessed by a prudentperson in the ordinary course of business dealings.33.9.Except for transactions authorized under paragraph 33.5. of these instructions, if a participant in acovered transaction knowingly enters into a lower tier covered transaction with a person who is proposedfor debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excludedfrom participation in this transaction, in addition to other remedies available to the Federal government,the department or agency with which this transaction originated may pursue available remedies, includingsuspension or debarment.Page 14 of 20 Item 8.8 Packet pg. 179/219 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier CoveredTransactions33.10.The lower tier participant certifies, by signing this Agreement, that neither it nor its principals arepresently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded fromparticipation in this transaction by any federal department or agency.33.11.Where the lower tier participant is unable to certify to any of the statements in this certification,such participant shall attach an explanation to this Agreement.34.THE DRUG-FREE WORKPLACE ACT OF 1988 (41 U.S.C. 8103)34.1.The SUB-RECIPIENT shall:34.1.1.Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing,possession, or use of a controlled substance is prohibited in the SUB-RECIPIENT’s workplace, and shallspecify the actions that will be taken against employees for violation of such prohibition.34.1.2.Establish a drug-free awareness program to inform employees about the dangers of drug abuse inthe workplace; the SUB- RECIPIENT’s policy of maintaining a drug-free workplace; any available drugcounseling, rehabilitation, and employee assistance programs; and the penalties that may be imposedupon employees for drug violations occurring in the workplace.34.1.3.Make it a requirement that each employee engaged in the performance of the grant be given acopy of the statement required by paragraph 34.1.1. of this section.34.1.4.Notify the employee in the statement required by paragraph 34.1.1. of this section that, as acondition of employment under the grant, the employee will abide by the terms of the statement, notifythe employer of any criminal drug statute conviction for a violation occurring in the workplace no laterthan five days after such conviction, and notify the WTSC within 10 days after receiving notice from anemployee or otherwise receiving actual notice of such conviction.34.1.5.Take one of the following actions within 30 days of receiving notice under paragraph 34.1.3. ofthis section, with respect to any employee who is so convicted: take appropriate personnel action againstsuch an employee, up to and including termination, and/or require such employee to participatesatisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by afederal, state, or local health, law enforcement, or other appropriate agency.34.1.6.Make a good faith effort to continue to maintain a drug-free workplace through implementation ofall of the paragraphs above.35.FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA)In accordance with FFATA, the SUB-RECIPIENT shall, upon request, provide WTSC the names and total Page 15 of 20 Item 8.8 Packet pg. 180/219 compensation of the five most highly compensated officers of the entity, if the entity in the precedingfiscal year received 80 percent or more of its annual gross revenues in federal awards, received$25,000,000 or more in annual gross revenues from federal awards, and if the public does not haveaccess to information about the compensation of the senior executives of the entity through periodicreports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 or section 6104 of theInternal Revenue Code of 1986.36.FEDERAL LOBBYING36.1.The undersigned certifies, to the best of his or her knowledge and belief, that:36.1.1.No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of any agency, a Memberof Congress, an officer or employee of Congress, or an employee of a Member of Congress in connectionwith the awarding of any federal contract, the making of any federal grant, the making of any federal loan,the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, ormodification of any federal contract, grant, loan, or cooperative agreement.36.1.2.If any funds other than federal appropriated funds have been paid or will be paid to any person forinfluencing or attempting to influence an officer or employee of any agency, a Member of Congress, anofficer or employee of Congress, or an employee of a Member of Congress in connection with this federalcontract, grant, loan, or cooperative agreement, the undersigned shall complete and submit StandardForm-LLL, Disclosure Form to Report Lobbying, in accordance with its instructions.36.1.3.The undersigned shall require that the language of this certification be included in the awarddocuments for all sub- awards at all tiers (including sub-contracts, sub-grants, and contracts under grant,loans, and cooperative agreements), and that all sub- recipients shall certify and disclose accordingly.36.2.This certification is a material representation of fact upon which reliance was placed when thistransaction was made or entered into. Submission of this certification is a prerequisite for making orentering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to filethe required certification shall be subject to a civil penalty of not less than $10,000 and not more than$100,000 for each such failure.37.FEDERAL NONDISCRIMINATION (Title VI, 42 U.S.C. § 2000d et seq.)37.1.During the performance of this Agreement, the SUB-RECIPIENT agrees:37.1.1.To comply with all federal statutes and implementing regulations relating to nondiscrimination(“FederalNondiscrimination Authorities”). These include but are not limited to:37.1.1.1.Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 25237.1.1.2.49 CFR part 2137.1.1.3.28 CFR section 50.3 Page 16 of 20 Item 8.8 Packet pg. 181/219 37.1.1.4.The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 197037.1.1.5.Federal-Aid Highway Act of 1973, (23 U.S.C. 324 et seq.)37.1.1.6.Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 794 et seq.)37.1.1.7.The Age Discrimination Act of 1975, as amended, (42 U.S.C. 6101 et seq.)37.1.1.8.The Civil Rights Restoration Act of 198737.1.1.9.Titles II and III of the Americans with Disabilities Act (42 U.S.C. 12131-12189)37.1.2.Not to participate directly or indirectly in the discrimination prohibited by any federal non-discrimination law or regulation, as set forth in Appendix B of 49 CFR Part 21 and herein.37.1.3.To keep and permit access to its books, records, accounts, other sources of information, and itsfacilities as required by the WTSC, USDOT, or NHTSA in a timely, complete, and accurate way.Additionally, the SUB-RECIPIENT must comply with all other reporting, data collection, and evaluationrequirements, as prescribed by law or detailed in program guidance37.1.4.That, in the event a contractor/funding recipient fails to comply with any nondiscriminationprovisions in this contract/funding Agreement, the WTSC will have the right to impose suchcontract/agreement sanctions as it or NHTSA determine are appropriate, including but not limited towithholding payments to the contractor/funding recipient under the contract/agreement until thecontractor/funding recipient complies, and/or cancelling, terminating, or suspending a contract orfunding agreement, in whole or in part.37.1.5.In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy,memoranda, and/or guidance, the SUB-RECIPIENT hereby gives assurance that it will promptly take anymeasures necessary to ensure that: “No person in the United States shall, on the grounds of race, color, ornational origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected todiscrimination under any program or activity, for which the Recipient receives Federal financial assistancefrom DOT, including NHTSA”.37.1.6.To insert this clause, including all paragraphs, in every sub-contract and sub-agreement and inevery solicitation for a sub- contract or sub-agreement that receives federal funds under this program.38.POLITICAL ACTIVITY (HATCH ACT)The SUB-RECIPIENT will comply with provisions of the Hatch Act (5 U.S.C. 1501-1508), which limit thepolitical activities of employees whose principal employment activities are funded in whole or in part withfederal funds.39.PROHIBITION ON USING GRANT FUNDS TO CHECK FOR HELMET USAGEThe SUB-RECIPIENT will not use 23 U.S.C. Chapter 4 grant funds for programs to check helmet usage orto create checkpoints that specifically target motorcyclists. This Agreement does not include any aspectsor elements of helmet usage or checkpoints, and so fully complies with this requirement.40.STATE LOBBYING Page 17 of 20 Item 8.8 Packet pg. 182/219 None of the funds under this Agreement will be used for any activity specifically designed to urge orinfluence a state or local legislator to favor or oppose the adoption of any specific legislative proposalpending before any state or local legislative body. Such activities include both direct and indirect (e.g.,“grassroots”) lobbying activities, with one exception. This does not preclude a state official whose salaryis supported with NHTSA funds from engaging in direct communications with state or local legislativeofficials, in accordance with customary state practice, even if such communications urge legislativeofficials to favor or oppose the adoption of a specific pending legislative proposal.41.CERTIFICATION ON CONFLICT OF INTERESTGENERAL REQUIREMENTS41.1.No employee, officer or agent of the SUB-RECIPIENT who is authorized in an official capacity tonegotiate, make, accept or approve, or to take part in negotiating, making, accepting or approving anysubaward, including contracts or subcontracts, in connection with this grant shall have, directly orindirectly, any financial or personal interest in any such subaward. Such a financial or personal interestwould arise when the employee, officer, or agent, any member of his or her immediate family, his or herpartner, or an organization which employs or is about to employ any of the parties indicated herein, has afinancial or personal interest in or a tangible personal benefit from an entity considered for a subaward.41.2.Based on this policy:41.2.1.The SUB-RECIPIENT shall maintain a written code or standards of conduct that provide fordisciplinary actions to be applied for violations of such standards by officers, employees, or agents. Thecode or standards shall provide that the SUB- RECIPIENT’s officers, employees, or agents may neithersolicit nor accept gratuities, favors, or anything of monetary value from present or potential sub-awardees, including contractors or parties to subcontracts and establish penalties, sanctions or otherdisciplinary actions for violations, as permitted by State or local law or regulation.41.2.2.The SUB-RECIPIENT shall maintain responsibility to enforce the requirements of the written codeor standards of conduct.DISCLOSURE REQUIREMENTS41.3.No SUB-RECIPIENT, including its officers, employees or agents, shall perform or continue toperform under a grant or cooperative agreement, whose objectivity may be impaired because of anyrelated past, present, or currently planned interest, financial or otherwise, in organizations regulated byNHTSA or in organizations whose interests may be substantially affected by NHTSA activities.41.3.1.The SUB-RECIPIENT shall disclose any conflict of interest identified as soon as reasonablypossible, making an immediate and full disclosure in writing to WTSC. The disclosure shall include adescription of the action which the recipient has taken or proposes to take to avoid or mitigate suchconflict.41.3.2.NHTSA will review the disclosure and may require additional relevant information from therecipient. If a conflict of interest is found to exist, NHTSA may (a) terminate the award, or (b) determinePage 18 of 20 Item 8.8 Packet pg. 183/219 that it is otherwise in the best interest of NHTSA to continue the award and include appropriateprovisions to mitigate or avoid such conflict.41.3.3.Conflicts of interest that require disclosure include all past, present or currently plannedorganizational, financial, contractual or other interest(s) with an organization regulated by NHTSA or withan organization whose interests may be substantially affected by NHTSA activities, and which are relatedto this award. The interest(s) that require disclosure include those of any SUB-RECIPIENT, affiliate,proposed consultant, proposed subcontractor and key personnel of any of the above. Past interest shallbe limited to within one year of the date of award. Key personnel shall include any person owning morethan a 20 percent interest in a SUB-RECIPIENT, and the officers, employees or agents of a recipient whoare responsible for making a decision or taking an action under an award where the decision or actioncan have an economic or other impact on the interests of a regulated or affected organization.42.DESIGNATED CONTACTSThe following named individuals will serve as designated contacts for each of the parties for allcommunications, notices, and reimbursements regarding this Agreement: The Contact for the SUB- RECIPIENT is:The Contact for WTSC is:William Morriswilliam.morris@edmondswa.gov Jerry NovielloWTSC Program Managerjnoviello@wtsc.wa.gov360-725-9897 AUTHORITY TO SIGNThe undersigned acknowledge that they are authorized to execute this Agreement and bind theirrespective agencies or entities to the obligations set forth herein.IN WITNESS WHEREOF, the parties have executed this Agreement.SUB-RECIPIENT: ______________________________Signature Page 19 of 20 Item 8.8 Packet pg. 184/219 ______________________________Printed Name ______________________________Title ______________________________Date WASHINGTON TRAFFIC SAFETY COMMISSION ______________________________Date Page 20 of 20 Item 8.8 Packet pg. 185/219 City Council Agenda Item 8.9 January 13, 2026 - Regular Meeting TITLE:Progressive Animal Welfare Society (PAWS) Contract DEPARTMENT:Police Services PRESENTER:Chief Loi Dawkins NEEDED FROM COUNCIL:Action RECOMMENDATION:Staff is requesting that the council approve this contract on the consent agenda, so the Mayor can sign it. BUDGET: Total Dollar Amount:N/A ☒ Approved in Budget Fund(s):N/A ☐ Budget Reallocation Required ☐ No Budget Impact PROBLEM/ISSUE STATEMENT: For 2026 we need this contract approved so our animal control efforts can continue seamlessly. CONTEXT, ANALYSIS, & ALTERNATIVES: The Police Department maintains an agreement with PAWS as part of our Animal Control efforts. The PAWS facility is used by our staff and residents to shelter and re-home dogs and cats, rehabilitate injured or orphaned wildlife, and care for homeless pets. There are limited options in Snohomish County for these services and PAWS is local to the Lynnwood/South County Region. The City of Edmonds has partnered with PAWS for 10+ years for kenneling and animal services. We need this contract as it provides a facility for our animal control officer to take animals. The Edmonds Police department otherwise has has no facilities to house animals in need of shelter. PAWS costs are negotiated in this agreement. PAWS charges the city a per animal fee that includes any and all services associated with that animal and up to 72 hours of kenneling. A per day fee beyond the 72 hours is levied if they keep the animal housed longer, which must be requested by the city in writing. Pet owners must pay a fee to PAWS when claiming their animal. This fee offsets what PAWS charges the city by a nominal amount (ex. City is charged $248 to drop off the animal, the owner pays $20 to claim it back). Entering this agreement with PAWS will not impact the current budget. We have a budget line for PAWS fees within professional services. For 2025, we set this budget at $19,000 and have spent $16,496 through the month of October. We have budgeted $19,000 again for 2026, do not anticipate costs going above this amount. RECOMMENDATION: Staff is requesting that the council approve this contract on the consent agenda, so the Mayor can sign it. BUDGET IMPACTS: There is no general fund impact as this cost was included in our 2026 budget. ADDITIONAL INFORMATION: Item 8.9 Packet pg. 186/219 ATTACHMENTS: PAWS Contract Item 8.9 Packet pg. 187/219 City of Edmonds 121 FIFTH AVENUE N. ● EDMONDS, WA 98020 ● 425-771-0251 MIKE ROSEN MAYOR 1 ANIMAL KENNELING SERVICES AGREEMENT THIS AGREEMENT (“Agreement”) is made and entered into between the City of Edmonds, hereafter referred to as the “City”, and Progressive Animal Welfare Society, hereafter referred to as “PAWS”. WHEREAS, the City has determined by ordinances to regulate animals within the city limits, including licensing and preventing the running at large of animals and preventing animals from becoming nuisances; and WHEREAS, PAWS is a nonprofit organization duly organized under the laws of the State of Washington; and WHEREAS, the City has no animal kenneling services of its own; and WHEREAS, the City and PAWS desire to enter into a contract defining the rights and responsibilities of PAWS and the City with respect to animal kenneling; NOW, THEREFORE, In consideration of the mutual covenants herein contained, PAWS and the City hereby mutually agree 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 specifics noted below. A.General Description. The Specific Scope of Work can be found in Exhibit A, incorporated by this reference as fully as if herein set forth. B.Term and Termination. This Agreement shall be effective from January 1, 2026 through December 31, 2026. In the event that the period covered by this Agreement shall expire without the benefit of a new agreement, the rate schedule then in effect as of the date of contract expiry shall continue until such time as PAWS and the City agree to an amended rate schedule, provided that either party may, upon sixty (60) days’ advance written notice, issue notice of termination, which shall not require cause, and after expiry of notice, the Agreement shall be of no further force or effect. Either party may terminate this Agreement for cause upon the deposit of written notification in the U.S. Mail, postage prepaid, addressed to the regular mailing address of each party. “Cause” shall mean the material breach by the other party of any provision of this Agreement. Upon receipt of this notification, the breaching party will have ten (10) business days Item 8.9 Packet pg. 188/219 2026 Animal Kenneling Services Agreement, Page 2 2 to cure the breach. If the breach is not cured by the end of that time period, or some other reasonable time period mutually agreed to by the parties, the termination will become effective at that time. 2.Payments. PAWS 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.Amount. Payment for work accomplished under the terms of this Agreement shall be as set forth in Exhibit A. B.Process. All vouchers shall be submitted by PAWS to the City for payment pursuant to the terms of this Agreement. The City shall pay the appropriate amount for each voucher to PAWS. PAWS may submit vouchers to the City as set forth in Exhibit A for services performed and accepted by the City. Billing shall be reviewed in conjunction with the City’s warrant process. No voucher / billing shall be considered for payment that is not sufficiently detailed to verify validity thereof, and 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.Record Retention. 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. 3.Ownership and use of documents. Any and all data gathered and documents and other work product prepared by PAWS in providing the services rendered by PAWS under this Agreement shall be and are the property of PAWS and shall not be considered public records; provided, however, that: A.Final Document. All final reports, presentations and testimony prepared by PAWS shall become the property of the City upon their presentation to and acceptance by the City and shall at that date become public records. B.Copies. The City shall have the right, upon reasonable request, to inspect, review and, subject to the approval of PAWS, copy any work product. C.Default. In the event that PAWS 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 PAWS, 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. Item 8.9 Packet pg. 189/219 2026 Animal Kenneling Services Agreement, Page 3 3 4.Hold harmless agreement. PAWS 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 resulting from the negligent, gross negligent and/or intentional acts, errors or omissions of PAWS, its agents or employees arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence or intentional acts of the City. PAWS specifically promises to indemnify the City against claims or suits brought under Title 51 RCW by its agent, employees, representatives, or subcontractors and waives any immunity that PAWS may have under that title with respect to, but only to, the City. PAWS further agrees to fully indemnify the City from and against any and all costs of defending any such claim or demand to the end that the City is held harmless therefrom. It is further specifically and expressly understood that the indemnification provided herein constitutes PAWS’ waiver of immunity under Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The City shall defend, indemnify, and hold PAWS, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees resulting from the negligent, gross negligent and/or intentional acts, errors or omissions of the City, its agents or employees arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence or intentional acts of PAWS. The provisions of this section shall prevail over any conflicting provision in this Agreement and shall apply to damages or claims resulting from the concurrent negligence of the parties to the extent of each party’s negligence. 5.Insurance. PAWS shall secure and maintain in full force and effect during performance of all work pursuant to this Agreement a policy of business general liability insurance providing coverage of at least $1,000,000 per occurrence and aggregate for personal injury; and $1,000,000 per occurrence and aggregate for property damage. Insurance policies shall name the City as a named insured and shall include a provision prohibiting cancellation of said policy, except upon thirty (30) days written notice to the City. Certificates of coverage shall be delivered to the City within fifteen (15) days of execution of this Agreement. The coverage limits provided herein are neither intended nor shall they cap PAWS’ liability resulting from breach of contract, warranty, negligence or any other act of tort. 6.Discrimination prohibited. PAWS 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. 7.PAWS is an independent contractor. The parties intend that an independent contractor relationship will be created by this Agreement. No agent, employee or representative of PAWS shall be deemed to be an agent, employee or representative of the City for any purpose. PAWS shall be solely responsible for all acts of its agents, employees, representatives and subcontractors during the performance of this Agreement. Item 8.9 Packet pg. 190/219 2026 Animal Kenneling Services Agreement, Page 4 4 8.City approval of work. Notwithstanding PAWS’ status as an independent contractor, results of the work performed pursuant to this Agreement must meet the City’s approval. 9.Termination for lack of appropriation. Notwithstanding any other provision in this Agreement, this Agreement shall terminate if the Edmonds City Council at its discretion does not appropriate the funds necessary for the City to perform its obligations under or provide the services for which it has entered into this Agreement. 10.Changes/Additional work. The City may engage PAWS to perform services in addition to those listed in this Agreement, and PAWS 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 a written amendment 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 PAWS to render services, or the City to pay for services rendered, in excess of the payments discussed in Section 2.A, except as the parties may agree with respect to additional work under this paragraph or unless and until an amendment to this Agreement is approved in writing by both parties. 11.Standard of care. PAWS represents that it has the necessary knowledge, skill and experience to perform the services required by this Agreement. PAWS and any persons employed by PAWS shall use their best efforts to perform the work in a professional manner consistent with sound practices, in accordance with the usual and customary professional care required for services of the type described in the Scope of Work. 12.Supervision of employees. PAWS is responsible for the direct supervision of its employees, and a supervisor shall be available during PAWS’ business hours to confer with the City with regard to services. PAWS commits that its services will be performed by careful and efficient employees trained in the best practice and highest standards imposed by PAWS. 13.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. 14.Non-assignable. The services to be provided by PAWS shall not be assigned or subcontracted, except in the course of operation of its foster care program, without the express written consent of the City. 15.Covenant against contingent fees. PAWS warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for PAWS, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for PAWS, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the award 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 Item 8.9 Packet pg. 191/219 2026 Animal Kenneling Services Agreement, Page 5 5 or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 16.Compliance with laws. PAWS 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. PAWS specifically agrees to pay any applicable business and occupation (B & O) taxes which may be due on account of this Agreement. The City shall provide PAWS with current copies of all applicable policies, procedures, and City ordinances upon execution of this Agreement and shall provide PAWS with reasonable notice of the adoption of any amendments to such policies, procedures or ordinances affecting PAWS’ performance under this Agreement. 17.Notices. Notices shall be sent to the following address, with receipt of any notice being deemed effective three (3) days after deposit of written notice. City of Edmonds PAWS c/o City Clerk c/o Jennifer Convy, Senior Director of Wildlife, City of Edmonds Companion Animal and Education Services 121 Fifth Avenue North Progressive Animal Welfare Society, Inc. Edmonds, WA 98020 PO Box 1037 425-775-2525 Lynnwood, WA 98046 425-412-4031 18.Severability. This Agreement shall be read and interpreted as a whole, except that the headings for each numbered paragraph are for descriptive purposes and shall not prevail over the provision which they head. Any provision or part of the Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the City and PAWS, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision; provided, however, in the event that paragraph 7 (PAWS is an independent contractor) is held to be void, this Agreement shall be at an immediate end, subject to payment of any outstanding vouchers pursuant to paragraph 2. 19.Integration. The Agreement between the parties shall consist of this document and Exhibit A, attached hereto. These writings constitute the entire Agreement of the parties and shall not be amended except by a writing executed by both parties as provided in paragraph 10 (Changes/Additional work). In the event of any conflict between this written Agreement and any provision of Exhibit A, this Agreement shall control. 20.Venue and jurisdiction. This Agreement shall be construed and enforced in accordance with the laws of the State of Washington. Any dispute arising out of any alleged breach of this Agreement shall first be submitted to non-binding mediation for resolution. If the dispute is not resolved in mediation, the dispute may be pursued through litigation or other Item 8.9 Packet pg. 192/219 2026 Animal Kenneling Services Agreement, Page 6 6 alternative dispute resolution process agreed upon in writing by the parties. Venue for any such proceeding shall be in Snohomish County, Washington. With regard to mediation, litigation, or other alternative dispute resolution process, each party will be responsible for its own attorney fees and costs and will split evenly the costs associated with the mediator’s or other alternative dispute resolution process provider’s services. 21.Force Majeure. The parties shall 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. DATED THIS ________ DAY OF JANUARY 2026. CITY OF EDMONDS PROGRESSIVE ANIMAL WELFARE SOCIETY Mike Rosen, Mayor Heidi Wills Yamada, CEO ____________________________________ Jennifer Convy, Senior Director of Wildlife, Companion Animal and Education Services ATTEST/AUTHENTICATED: Emily Villata, Deputy City Clerk APPROVED AS TO FORM: Office of the City Attorney Item 8.9 Packet pg. 193/219 2026 Animal Kenneling Services Agreement, Page 6 6 Item 8.9 Packet pg. 194/219 2026 Animal Kenneling Services Agreement, Page 7 7 STATE OF WASHINGTON ) )ss COUNTY OF SNOHOMISH ) On this day of 2026, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Jennifer Convy, Senior Director of Wildlife, Companion Animal & Education Services for the Progressive Animal Welfare Society, 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 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: Item 8.9 Packet pg. 195/219 2026 Animal Kenneling Services Agreement, Page 7 7 Item 8.9 Packet pg. 196/219 2026 Animal Kenneling Services Agreement, Page 8 8 Exhibit A 1. Undertakings of PAWS. 1.1 PAWS will furnish animal kenneling services to the City. Such services shall be provided following the best practices for animal shelters as established by the “Association of Shelter Veterinarians Guidelines for Standards of Care in Animal Shelters.” To prevent the spread of disease, PAWS will follow medical protocols for vaccines and parasite prevention as established by the PAWS veterinary team. If an impounded animal from the City requires additional medical care during the applicable holding period, as set forth in paragraph 1.6, below, PAWS will notify the City as soon as practicable that such medical care services will be provided. PAWS will seek reimbursement for such services from the animal’s owner and not from the City; unless the City has instructed PAWS to provide the additional specific care for the animal(s). Animal kenneling services provided pursuant to this Agreement shall include kenneling and holding animals at the facility operated by PAWS, releasing animals to owners, taking photographs of animals to post online as appropriate, and disposing of animals in a responsible and lawful manner, including adoption or transferring to another agency animals not claimed by owners after the period prescribed by ordinance and this Agreement. PAWS will provide spaying and neutering and microchipping services in conjunction with its adoption services, and not as part of its kenneling services. Spaying/neutering and microchipping will also be offered to guardians reclaiming their stray cat or dog. Guardians reclaiming their animal will pay for spaying and neutering services; and all adopted animals will be microchipped, spayed or neutered, provided it is deemed medically safe by the PAWS veterinarian, per PAWS’ policy. PAWS will be open during its ordinary, established business hours for stray and lost-and-found services. 1.2 In addition to animals brought in by the City’s Animal Control, other City officials, or citizens, PAWS agrees to accept animals seized or found within the city limits of Edmonds that are brought to PAWS by Lynnwood or Mountlake Terrace Animal Control officers under mutual aid when Edmonds has no Animal Control on duty. Mutual Aid for the purposes of this Agreement means only those animals that have been picked up within the city limits of Edmonds by Lynnwood or Mountlake Terrace Animal Control officers. 1.3 PAWS shall provide veterinary care at the discretion of PAWS’ Senior Director of Wildlife, Companion Animal & Education Services or, in her absence, her designated representative (collectively “Shelter Manager”). If agreed upon by the Shelter Manager and a licensed veterinarian, ill or injured stray animals, whether licensed or not, whose owners cannot be notified, because the animal has no identification that is traceable or the owner cannot be reached by a single phone call, may be euthanized if the animal is in pain that cannot be relieved by such care as the shelter staff can reasonably provide. PAWS shall have a policy and procedure to follow to euthanize the animal and to reach the owner. When reasonably possible, PAWS shall recover costs from the owner of the animal for such veterinary treatment prior to release of the animal or euthanasia procedure. Unclaimed and unadoptable animals will be humanely euthanized and disposed of off-site. Disposal within the terms of this Agreement also includes disposal of dead animals that are picked up by the City as part of its animal control services or animals that die in PAWS’ care. PAWS, at its discretion, may decline to provide disposal services for residents Item 8.9 Packet pg. 197/219 2026 Animal Kenneling Services Agreement, Page 9 9 of the City when the deceased animal in question is owned by the resident or his/her immediate family, and/or has been euthanized by a private veterinarian. 1.4 PAWS agrees to abide by and strictly follow any and all procedures of Chapter 5.05 of the Edmonds City Code (“ECC”), as now and hereafter amended, regulating animals, particularly as they relate to the length of impoundment before disposing of any animals. PAWS and the City agree that Chapter 5.05 ECC, as now or hereafter amended, shall be incorporated by reference herein and shall be part of this Agreement as if set forth in full herein. 1.5 PAWS agrees not to release any kenneled animal to any person until PAWS is reasonably satisfied that the person has paid all applicable license, kenneling, and other fees to the appropriate agency, including the City. The City shall be responsible for the preparation of all reporting, fee collection and any accounting relating to such reporting and collecting. 1.6 Except as provided in paragraphs 1.3 and 1.4 above, PAWS agrees not to dispose of any animal before seventy-two (72) hours upon receipt of receiving said animal from the City, excluding previously designated holidays being observed by PAWS, nor shall PAWS release any animal which has not been either spayed or neutered by a veterinarian in accordance with procedures established by the City or has been designated by an agent of the City or such veterinarian as an inappropriate candidate for surgery, as such term is defined in Chapter 5.05 ECC. Licensed, tagged, or identifiable animals will be held for ten (10) days by PAWS. Animals held under RCW 16.52.085 will be held for fifteen (15) business days. 1.7 If not claimed by an owner during the applicable holding period, an animal shall immediately become the property of PAWS. Disposition of the animal is then at PAWS’ discretion; provided, however, that: PAWS shall not dispose of the animal while any legal proceedings of which it has notice and relating to the disposition of that animal are pending or in contravention of any court order of which it has notice. 1.8 PAWS and the City agree to work collaboratively on promoting adoptions of those animals brought to PAWS by the City. Adoptions shall be made in as timely a manner as possible and an animal’s time in shelter shall be kept to a minimum. Persons adopting animals brought to PAWS and otherwise subject to the provisions of this Agreement will be solely responsible for paying all reasonable fees and costs charged by PAWS for its care and sheltering of the animal, in addition to applicable licensing fees, microchipping charges or other fees that PAWS, in its discretion, may charge. 1.9 PAWS reserves the right to refuse all animals other than dogs or cats, where, in PAWS’ opinion, it does not have the facilities appropriate or available to accommodate the needs of such animal. PAWS further reserves the right to refuse any animal if the animal shelter is at its maximum capacity. The Shelter Manager shall have the authority to make such determinations. 1.10 The Shelter Manager can decline an owned animal that needs to be placed on “bite quarantine” if the City’s Animal Control Officer approves that the animal can remain at the owner’s house or be housed at another boarding facility or veterinary clinic at the owner’s sole expense. Item 8.9 Packet pg. 198/219 2026 Animal Kenneling Services Agreement, Page 10 10 2. Undertakings of the City. 2.1 In consideration of the services performed, the City shall pay to PAWS the sum of Two Hundred Forty Eight Dollars ($248) per animal, which shall include costs of medical care and spay/neuter services as set forth in paragraph 1.1 above. This amount shall be adjusted in 2027 and 2028 by an amount equivalent to the June Seattle-Tacoma-Bellevue CPI-U for the preceding year not to exceed 4% (the sum shall be rounded up to the nearest dollar); PROVIDED, HOWEVER, that the renewal of the Agreement is subject to an appropriation of funds by the Edmonds City Council for future annual terms. If the City Council fails to appropriate funds for kenneling services, this Agreement shall expire at the end of the last term for which an appropriation has been made. 2.2 PAWS may also charge the City a per day fee of Twenty-Five Dollars ($25.00) per animal for animals held, at the City’s written request, beyond the time periods specified in Section 1.6 of this Exhibit A. In the event of legal proceedings or court order, the City will provide PAWS with prompt written notice of the same and direct that the animal shall be held until further notice. 2.3 The City and PAWS may collaborate to promote responsible guardianship and attempt to reduce future sheltering and animal control costs. The City may continue to support the community’s movement to a safer and more humane environment by participating with PAWS as follows: a) The City will continue to ensure that information on lost/found pets and licensing information is presented on the City website including appropriate links to PAWS and animal control information. b) The City may work with PAWS to be visible in the community through appropriate and available city events and educational information. Item 8.9 Packet pg. 199/219 City Council Agenda Item 8.10 January 13, 2026 - Regular Meeting TITLE:Limited Staff Services Agreement – Clinical Oversight for Social Worker DEPARTMENT:Police Services PRESENTER:Chief Loi Dawkins NEEDED FROM COUNCIL:Action RECOMMENDATION:Staff is requesting that the council approve this agreement on the consent agenda, so the Mayor can sign it. BUDGET: Total Dollar Amount:N/A ☐ Approved in Budget Fund(s):Grant Funded ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: For 2026 we need this limited staff services agreement signed so our social worker has clinical oversight. CONTEXT, ANALYSIS, & ALTERNATIVES: This contract is for the clinical supervision of the social worker. The grant will cover the cost of the supervision time. This was previously mentioned to council when the grant contract was approved earlier this year for 2026/2027. WCIA has a requirement for a monthly meeting for clinical oversight purposes, the grant we have received has a weekly clinical oversight requirement. The cost per hour is $97, with an estimate of $388 spent monthly. RECOMMENDATION: Staff is requesting that the council approve this agreement on the consent agenda, so the Mayor can sign it. BUDGET IMPACTS: Covered by a grant. ADDITIONAL INFORMATION: ATTACHMENTS: Limited Staff Services Agreement Item 8.10 Packet pg. 200/219 1 LIMITED STAFF SERVICES AGREEMENT This Limited Staff Services Agreement (“Agreement”) is effective as of the date of last signature below, and is between the City of Everett, a Washington municipal corporation (“Everett”), and the agency identified below (“Agency”). In consideration of the covenants, terms and conditions set forth below, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Everett and Agency agree as set forth below: 1.BASIC PROVISIONS City of Edmonds Police Department 250 Fifth Avenue N, Edmonds WA 98020 Enter Agency city, state, zip Agency Agency Project Manager: Chief of Police Loi Dawkins Loi.Dawkins@edmondswa.gov Start Date January 31, 2026 End Date June 30, 2027 Staff Position to be Provided by Everett to Agency Community Support Manager/ Social Work Supervisor Approximate Hours Required 2 hours per month Description of Services Provide clinical supervision to one (1) social worker employed by the Edmonds Police Department. Kelli Roark City of Everett 2930 Wetmore Ave, Suite 8A Everett, WA 98201 Everett Project Manager kroark@everettwa.gov Item 8.10 Packet pg. 201/219 2 Compensation to Everett (must select one) ☒ Standard Agency will pay Everett for labor costs on an hourly basis based on actual Everett payroll costs for the Everett staff person provided, including wages and benefits. In addition, Agency will pay the standard Everett vehicle costs based on hours/miles driven for services. These vehicle costs will be based on the Washington State Office of Financial Management mileage reimbursement rate. ☐ Custom Enter description of custom compensation arrangement 2.PURPOSE AND TERM. The purpose of this Agreement is to allow an Everett staff member to provide limited services to another agency. The term of this Agreement starts on the Start Date in the Basic Provisions and ends on the End Date in the Basic Provisions. Either party may terminate this Agreement effective on written notice to the other, in which case Agency will pay Everett for services rendered to date of termination. 3.SERVICES. Everett will provide the staff position/person identified in the Basic Provisions to Agency for services as stated in the Basic Provisions. Schedule and hours will be as determined by the Everett Project Manager and the Agency Project Manager. Schedule and hours of services are always dependent on availability and subject to the Everett Project Manager’s discretion. 4.INVOICES. Unless the Everett Project Manager and the Agency Project Manager determine a different invoice schedule, Everett will submit monthly invoices to Agency. Agency shall pay within thirty (30) days of receipt of an invoice. 5.RELEASE. Everett makes no promises, representations or guarantees to Agency that services to be provided by Everett under this Agreement are sufficient or appropriate for Agency. Everett provides the services absolutely without warranty of any kind. Agency remains solely responsible for its own mission, for continuously evaluating the Everett services, and for determining whether the services actually assist Agency. In its evaluations, Agency may always consider providing its services and terminating this Agreement. Agency acknowledges that paying the compensation provided in the Basic Provisions does not compensate Everett for assuming legal risk associated with services. Accordingly, if Everett fails for any reason to provide the services or fails to properly provide such services, Agency’s exclusive remedy is termination of this Agreement, and, as appropriate, refunding of amounts paid by Agency for the services. Except for this exclusive remedy, Agency hereby waives and releases all claims of any kind whatsoever against the Everett (and the Everett’s officers, employees, and agents) with respect to services provided under this Agreement, including without limitation all claims arising from any negligence or any other shortcoming or other failure to provide the services. This release survives termination or expiration of this Agreement. 6.PERSONNEL. All Everett employees rendering services hereunder shall be considered employees of Everett for all purposes and shall at all times be agents or employees Item 8.10 Packet pg. 202/219 3 of Everett and shall not be considered for any purpose under this Agreement to be an agent or employee of the Agency. Everett shall control the conduct of personnel, including standards of performance, discipline and all other aspect of performance. 7.OTHER PROVISIONS/SIGNATURE. This is the entire agreement of the parties regarding the subject matter of this Agreement and supersedes any other agreement, written or oral. No amendment of this Agreement is effective unless in writing and signed by both parties, with the Mayor signing for Everett and an Agency-authorized representative signing for the Agency. Notices to the parties must be to the project managers in the Basic Provisions. AdobeSign signatures are fully binding. AGENCY: CITY OF EDMONDS POLICE DEPARTMENT Signature: ____________________________ Name of Signer: Loi Dawkins Title of Signer: Chief of Police CITY OF EVERETT: ____________________________ Cassie Franklin, Mayor Attest: ________________________ Office of the City Clerk APPROVED AS TO FORM OFFICE OF THE CITY ATTORNEY JANUARY 30, 2024 Item 8.10 Packet pg. 203/219 3 7 1 City Council Agenda Item 8.11 January 13, 2026 - Regular Meeting TITLE:Council Confirmation of Appointment to Architectural Design Board DEPARTMENT:Mayor's Office PRESENTER:Mayor Rosen NEEDED FROM COUNCIL:Informational RECOMMENDATION:Confirm appointment of Shaun Leiser to the Architectural Design Board, Builder position, as part of Consent Agenda. BUDGET: Total Dollar Amount:N/A ☐ Approved in Budget Fund(s):N/A ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: The Architectural Design Board position designated to be held by builder or developer was vacated due to a resignation. The position was advertised and candidates were interviewed by Mayor Rosen. This position’s term was scheduled to expire on 12/31/2027. The Architectural Design Board is currently suspended for the 2025-2026 Biennium (Ordinance 4376) and expiration dates of terms are extended accordingly to account for this pause. Appointments to the Commission are made by the Mayor subject to council confirmation. CONTEXT, ANALYSIS, & ALTERNATIVES: Mayor Rosen appoints Shaun Leiser to the Architectural Design Board, Builder position, subject to council confirmation. Council interviewed candidate Shaun Leiser during a Special Meeting held at 5:30 pm on January 6, 2026. RECOMMENDATION: Confirm appointment of Shaun Leiser to the Architectural Design Board, Builder position, as part of Consent Agenda. BUDGET IMPACTS: N/A ADDITIONAL INFORMATION: ATTACHMENTS: Leiser application 2025 ADB, redacted Item 8.11 Packet pg. 204/219 Item 8.11 Packet pg. 205/219 City Council Agenda Item 8.12 January 13, 2026 - Regular Meeting TITLE:PROTEC17 MOU for 2026 Wages DEPARTMENT:Human Resources PRESENTER:Ludwig Marz NEEDED FROM COUNCIL:Action RECOMMENDATION:Staff recommends that Council approve the attached MOU related to the 2026 COLA for PROTEC17 employees on the Consent Agenda. BUDGET: Total Dollar Amount:0.00 ☒ Approved in Budget Fund(s):N/A ☐ Budget Reallocation Required ☐ No Budget Impact PROBLEM/ISSUE STATEMENT: In 2025, two new employee groups petitioned for union representation through the Public Employment Relations Commission (PERC). This resulted in approximately 19 non-represented employees becoming represented by the labor union PROTEC17. The process of negotiating a new collective bargaining agreement is ongoing and any wage increase requires an agreement between the City and PROTEC17. CONTEXT, ANALYSIS, & ALTERNATIVES: The 2026 COLA for PROTEC17 employees in the amount of 2.70% was outlined for City Council on the November 25th Consent Agenda as part of the Non-represented 2026 COLA recommendation. PROTEC17 has agreed to the 2.70% COLA for calendar year 2026 which is memorialized in the attached Memorandum of Understanding (MOU). All other union groups are also receiving a 2026 COLA of 2.70%. RECOMMENDATION: Staff recommends that Council approve the attached MOU related to the 2026 COLA for PROTEC17 employees on the Consent Agenda. BUDGET IMPACTS: The PROTEC17 MOU does not increase existing budgeted salaries for 2026. ADDITIONAL INFORMATION: ATTACHMENTS: PROTEC17 2026 COLA MOU Item 8.12 Packet pg. 206/219 MEMORANDUM OF UNDERSTANDING by and between CITY OF EDMONDS, WASHINGTON and PROFESSIONAL AND TECHNICAL EMPLOYEES LOCAL 17 THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is entered into by and between the CITY OF EDMONDS, WASHINGTON (hereinafter the “City”) and PROFESSIONAL AND TECHNICAL EMPLOYEES LOCAL 17 (PROTEC17) (hereinafter “Union”) (collectively, the “Parties”). WHEREAS, the Parties will soon be entering into negotiations for initial Collective Bargaining Agreements (hereinafter “CBAs”) for two recently certified bargaining groups, referenced herein as the “Managers” bargaining unit and the “Non-Managers” bargaining unit; and WHEREAS, these two bargaining units consist of employees who were previously non-represented employees of the City; and WHEREAS, the parties have agreed that it is appropriate, in support of maintaining the status quo for employees in both groups during the period of negotiations, that the 2026 COLA increase the City has approved for its non-represented employees be applied to employee wages for these bargaining units; and NOW THEREFORE, the Parties enter into this MOU to memorialize the following agreement: 1. The City will provide all employees in the Managers and Non-Managers PROTEC17 bargaining units with a 2.7% COLA increase, effective January 2026 and applied at the time and in the manner it is applied to non-represented City employee wages. This 2.7% shall apply to the 2025 pre/non-furlough wage schedule and these employees’ salaries will be restored to said schedule. In total, this represents a 7.6% wage increase to the 2025 furlough wage schedule. 2. The parties agree this shall constitute wage adjustments for the 2026 calendar year. However, the Parties agree that this does not preclude negotiations over additional economic provisions and/or the potential for retroactive application in a future Collective Bargaining Agreement. 3. This MOU is intended to document the intent of the parties with regard to the above referenced matter and does not set a precedent with regard to any other matter. PROTEC17 CITY OF EDMONDS __________________________________ ______________________________ Alexis Young, Union Representative Mike Rosen, Mayor __________________________________ ______________________________ January 8, 2026 Item 8.12 Packet pg. 207/219 City Council Agenda Item 9.1 January 13, 2026 - Regular Meeting TITLE:Resolution Appointing an Edmonds Representative to Participate in the Community Transit Board Selection Process DEPARTMENT:Mayor's Office PRESENTER:Mayor Rosen NEEDED FROM COUNCIL:Action RECOMMENDATION:Adopt the resolution. Mayor Rosen recommends Susan Paine represent the City of Edmonds for the Community Transit Board selection process. Community Transit requires formal designation of the City of Edmonds representative who will participate in the Selection Meeting to be held on Thursday, January 15, 2026. BUDGET: Total Dollar Amount:$0 ☐ Approved in Budget Fund(s):N/A ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: Community Transit’s Board of Directors is the governing body for the agency, establishing policy, funding authority, and legislative direction. Community Transit bylaws require the cities of the Snohomish County Public Transit Benefit Area to meet every four years to review the composition of the Community Transit Board, and every two years to select the Community Transit Board of Directors. Each city in Community Transit’s Public Transportation Benefit Area and the Snohomish County Council may appoint an elected official to represent it at the Composition Review. The representatives from the cities will also be involved in the selection process. CONTEXT, ANALYSIS, & ALTERNATIVES: Councilmember Susan Paine has served as the City Council liaison to the Community Transit Board since 2022. RECOMMENDATION: Mayor Rosen recommends Susan Paine represent the City of Edmonds for the Community Transit Board selection process. Community Transit requires formal designation of the City of Edmonds representative who will participate in the Selection Meeting to be held on Thursday, January 15, 2026. Item 9.1 Packet pg. 208/219 A motion for Council to approve the resolution. BUDGET IMPACTS: No budget impact. ADDITIONAL INFORMATION: ATTACHMENTS: Resolution Community Transit Board Selection Representative Item 9.1 Packet pg. 209/219 4 4 2 RESOLUTION NO. _____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON APPOINTING AN EDMONDS REPRESENTATIVE TO PARTICIPATE IN THE SNOHOMISH COUNTY PUBLIC TRANSPORATION BENEFIT AREA (COMMUNITY TRANSIT) BOARD SELECTION PROCESS. WHEREAS, Community Transit’s Board of Directors is the governing body for the agency, establishing policy, funding authority, and legislative direction; and WHEREAS, Community Transit bylaws require the cities of the Snohomish County Public Transportation Benefit Area to meet every four years to review the composition of the Community Transit Board, and every two years to select the Community Transit Board of Directors; and WHEREAS, each city in the Community Transit’s Public Transportation Benefit Area and the Snohomish County Council may appoint an elected official to represent it at the Composition Review. The representatives from the cities will also be involved in the selection process; and WHEREAS, Community Transit requires formal designation of the City of Edmonds representative who will participate in the Composition Review and Selection Meeting to be held on Thursday, January 15, 2026; and WHEREAS, the City Council finds that the appointment of Susan Paine would be in the best interest of the City; NOW, THEREFORE, the City Council of the City of Edmonds, Washington hereby resolves as follows: Section 1: Susan Paine is hereby appointed as the representative of the City of Edmonds to participate in the Snohomish County Public Transportation Benefit Area Corporation (Community Transit) Board of Directors selection process for the 2026-2027 biennium, or until a new representative is named. Item 9.1 Packet pg. 210/219 4 4 2 RESOLVED this ____ day of January 2026. CITY OF EDMONDS ______________________________ MAYOR, MIKE ROSEN ATTEST: LUKE LONIE, CITY CLERK FILED WITH THE CITY CLERK: PASSED BY THE CITY COUNCIL: RESOLUTION NO. Item 9.1 Packet pg. 211/219 City Council Agenda Item 9.2 January 13, 2026 - Regular Meeting TITLE:Transportation Benefit District Sales Tax - Council Action DEPARTMENT:Community Services and Economic Development PRESENTER:Todd Tatum NEEDED FROM COUNCIL:Action RECOMMENDATION:Staff recommend Council approve this 0.1% sales tax to enable our streets division to provide funding to address deferred maintenance and make improvements to our street and sidewalk networks. BUDGET: Total Dollar Amount:$660,000 ☐ Approved in Budget Fund(s):111 ☒ Budget Reallocation Required ☐ No Budget Impact PROBLEM/ISSUE STATEMENT: The Street Maintenance Division maintains and improves over 157 vehicle lane miles, traffic markings, 93 miles of sidewalks, over 6,000 signs, and 23 signalized intersections with hundreds of electronic control devices. The city routinely assesses the condition of our streets. In 2018, the recommended annual investment in our streets was $2.5m. We’ve averaged ~$1.5m/yr since then. The results of our community survey showed the importance to residents of maintaining streets and fixing potholes. Of those surveyed, 92% placed this item as either very important or extremely important. Satisfaction with the same service, however, was rated at only 44% very satisfied or extremely satisfied. This rating demonstrates the impact of limited funding on our ability to deliver this critical service. CONTEXT, ANALYSIS, & ALTERNATIVES: This item was introduced to Council in December, and was subject to a public hearing on January 6th. Council moved the date for potential action to January 13’s meeting. Staff will provide a brief summary of previous discussion points and will be available for questions as Council discusses this topic. Per the Revised Code of Washington 36.73, a Transportation Benefit District (TBD) is a quasi-municipal corporation and independent taxing district created for the sole purpose of acquiring, constructing, improving, providing, and funding transportation improvements within the district. On November 18, 2008, the Edmonds City Council approved Ordinance 3707, thus amending the Edmonds City Code to enact a new Chapter 3.65, Edmonds Transportation Benefit District (TBD), establishing a TBD, specifying the boundaries for the TBD, specifying the maintenance and preservation of existing transportation improvements, and fixing a time when the same shall become effective. Following public comments and deliberation, the Edmonds City Council approved Ordinance 3707. The boundary of the Transportation Benefit District is coextensive with the boundary of the City of Edmonds. The governing board of the Transportation Benefit District is the Edmonds City Council acting in an ex officio and independent capacity per RCW 36.73.020(3). TBDs have a few sources of revenue to draw from. First is a motor vehicle license fee. Our current fee is $40.00 of the maximum allowable $50.00 under councilmanic authority. The second source of revenue is a sales tax of up to 0.3%. Effective July 1, 2022, up to 0.1% of this sales tax may be imposed by a majority vote of the governing board (Edmonds City Council) as long Item 9.2 Packet pg. 212/219 as the TBD includes all of the territory within the boundaries of the jurisdiction(s) forming the TBD. Otherwise, the sales tax must be approved by a simple majority of voters. This sales tax may generally not exceed 10 years, but it may be renewed for additional 10-year periods with voter approval or a vote of the governing board, as appropriate. The TBD sales tax may only exceed 10 years for the repayment of debt, in which case the ballot measure should state the intended use and duration of the debt service. Should Council approve a 0.1% sales tax, the earliest this could go into effect is April 1, 2026 due to timing requirements with the Department of Revenue. The Department of Revenue requires a minimum of 75 days notice of the change before collections can begin. RECOMMENDATION: Staff recommend Council approve this 0.1% sales tax to enable our streets division to provide funding to address deferred maintenance and make improvements to our street and sidewalk networks. BUDGET IMPACTS: This sales tax, if approved by Council at this meeting, allows the sales tax to be collected starting on April 1st and will bring in approximately $660,000 in 2026. Future years will collect the entire 12 months, which is an estimated $1,000,000/yr. ADDITIONAL INFORMATION: ATTACHMENTS: Draft Transportation Benefit District Sales Tax Ordinance Item 9.2 Packet pg. 213/219 ORDINANCE NO. ______ AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON, AMENDING EDMONDS CITY CODE TO IMPOSE AN ADDITIONAL SALES AND USE TAX OF ONE- TENTH OF ONE PERCENT WITHIN THE BOUNDARIES OF THE EDMONDS TRANSPORTATION BENEFIT DISTRICT AS AUTHORIZED BY RCW 36.73.065 AND RCW 82.14.0455. ________________________________________________________________________ WHEREAS, in 2008, the City of Edmonds City Council established a transportation benefit district to be known as the Edmonds Transportation Benefit District (“District”) by way of adoption of Ordinance No. 3707; and WHEREAS, the District’s geographical boundaries comprised of the corporate limits of the City of Edmonds at the time the ordinance was adopted or as they may exist after future annexations; and WHEREAS, RCW 36.73.065(4)(a)(v) authorizes transportation benefit districts to impose an additional sales and use tax in accordance with RCW 82.14.0455 in an amount not to exceed one-tenth of one percent (0.1%) for a period of ten (10) years upon a majority vote of the governing body of the district for the purpose of financing the transportation improvements of a district; and WHEREAS, in 2016, by way of Ordinance No. 4053 and pursuant to state law, the City of Edmonds assumed the rights, powers, immunities, functions, and obligations of the District, abolished the governing body of the District, and the city council became vested with all rights, powers, immunities, functions and obligations otherwise vested by law in the governing board of the District; and Item 9.2 Packet pg. 214/219 WHEREAS, pursuant to RCW 36.73.065(4)(a)(v), the city council has the authority to impose up to one tenth of one percent (0.1%) sales and use tax for ten (10) years by a majority vote of the city council to be utilized pursuant to Edmonds City Code 3.65 and RCW 36.73; and WHEREAS, the city council held a public hearing on January 6, 2026 at which time the public had an opportunity to comment on the imposition of the tax and the proposed addition of new subsection B to ECC 3.65.030; and WHEREAS, the city council has carefully considered the financial needs of the city’s transportation system and the imposition of the tax, and has determined that the imposition of a one tenth of one percent (0.1%) sales and use tax for ten (10) years is in the best interest of the city; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO ORDAIN AS FOLLOWS: Section 1. Functions Amendment. Section 3.65.030 of the Edmonds City Code, entitled “Functions of the city,” is hereby amended as follows (new text in underline, deleted text in strikethrough): 3.65.030 Functions of the city. A.The city, by a majority vote of the city council, may authorize a motor vehicle license fee as follows: 1.A vehicle fee of up to $20.00 per vehicle as provided for by RCW 82.80.140. 2.A vehicle fee of up to $40.00 as provided in RCW 82.80.140 if a vehicle fee of $20.00 has been imposed for at least 24 months; or 3.A vehicle fee of up to $50.00 as provided in RCW 82.80.140 if a vehicle fee of $40.00 has been imposed for at least 24 months and the city has met all of the requirements of RCW 36.73.065(6). B. The city, by a majority vote of the city council, may impose a tax of up to one-tenth of one percent of the sales and use tax in accordance with RCW 82.14.0455. Item 9.2 Packet pg. 215/219 B.C. When authorized by the voters pursuant to the requirements of Chapter 36.73 RCW, additional taxes, fees, charges and tolls or increases in those revenue sources may be assessed by the city for the construction, reconstruction, updating or improvement of public transportation facilities shown on the Edmonds comprehensive plan and transportation improvement plan. These additional transportation projects shall be deemed funded and effective when approved by a vote of the people in accordance with the provisions of state law. The projects authorized shall be limited to those specifically identified in the proposition put to the voters. C.D Additional transportation improvements may be added to the functions of the city upon compliance with Chapter 36.73 RCW. D.E. The city shall have and may exercise all powers and functions provided for by Chapter 36.73 RCW in order to fulfill the purposes of Chapter 36.73 RCW and this chapter. Section 2. Use of Funds Amendment. Section 3.65.040 of the Edmonds City Code, entitled “Transportation improvements funded,” is hereby amended as follows (new text in underline, deleted text in strikethrough): 3.65.040 Transportation improvements funded The funds generated by vehicle fees authorized by the city council in accordance with RCW 82.80.140 and the revenues collected by the imposition of sales and use tax as authorized by city council in accordance with RCW 36.73.065(4)(a)(v) shall be used solely for transportation improvements that preserve, maintain and operate the existing transportation infrastructure of the city, consistent with the requirements of Chapter 36.73 RCW. for any lawful purpose under Chapter 36.73 RCW. Upon authorization by the voters, additional funds from other taxes, fees, charges and tolls or increases in these revenue sources may be utilized for the construction of transportation improvements specifically described in the proposition submitted to the voters. Funds raised by the exercise of powers granted in ECC 3.65.030 and/or Chapter 36.73 RCW may be utilized for any lawful purpose under Chapter 36.73 RCW., but all funds raised shall be expended only for the purposes specified, i.e.: A.For the preservation, maintenance and operation of the existing city street transportation improvement infrastructure; or B.For projects specifically designated in a ballot proposition approved by the voters and utilizing the funding source approved by the voters. Such improvements are intended to comply with the provisions of the Growth Management Act and the city’s comprehensive plan and reduce the risk of transportation facilities’ failure, improve safety, continue the cost effectiveness of the city’s infrastructure improvements and to encourage the optimum use of the transportation system. Additional transportation improvement projects may be funded only after Item 9.2 Packet pg. 216/219 compliance with the provisions of RCW 36.73.050(B) following notice, public hearing and enactment of an additional authorizing ordinance. Section 3. Imposition of Additional Sales and Use Tax. A new Section 3.28.025 of the Edmonds City Code, is hereby added to impose the additional one-tenth of one percent sales and use tax authorized by RCW 36.73.065(4)(a)(v) to read as follows: 3.28.025 TBD sales and use tax authorized. A.Imposition. Pursuant to RCW 36.73.065(4)(a)(v) and RCW 82.14.0455, there is hereby imposed an additional sales and use tax to be collected from persons who are taxable by the state under Chapters 82.08 and 82.12 RCW upon the occurrence of any taxable event within the district. The tax imposed by this Section shall be in addition to any other taxes authorized by law, including but not limited to, the sales and use taxes imposed under Chapter 3.28 of the Edmonds City Code. B.Tax Rate. The rate of the tax imposed by this section shall be one-tenth of one percent (0.1%) of the selling price (in the case of the sales tax) or the value of the article used (in the case of the use tax). C.Duration. The tax imposed by this section shall apply for a period of ten (10) years from the date the tax is first collected within the district and shall thereafter cease to be imposed unless renewed with the affirmative vote of the voters voting at an election or a majority vote of the Edmonds City Council exercising its authority as the governing body of the district. D.Use of Revenues. The revenues received from the tax imposed by this Section shall be general revenues of the transportation benefit district and shall be used for those purposes as set forth in ECC 3.65, RCW 36.73 or as otherwise authorized by law. Section 4. Duties of Clerk and Finance Director. The City Clerk and the Finance Director are hereby requested to submit this ordinance to the Washington State Department of Revenue and to request that the Department take all necessary steps to implement and collect the tax imposed by this ordinance as soon as possible. Section 5. Severability. If any section, subsection, clause, sentence, or phrase of this ordinance should be held invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of this ordinance. Section 6. Effective Date. This ordinance, being an exercise of a power specifically delegated to the City legislative body, is not subject to referendum and shall take effect five (5) days after passage and publication of an approved summary thereof consisting of the title. Item 9.2 Packet pg. 217/219 ADOPTED BY THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON ON THIS ____ DAY OF JANUARY, 2026. APPROVED: MAYOR MIKE ROSEN ATTEST/AUTHENTICATED: CITY CLERK, LUKE LONIE APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: BY JEFF TARADAY FILED WITH THE CITY CLERK: PASSED BY THE CITY COUNCIL: PUBLISHED: EFFECTIVE DATE: ORDINANCE NO. Item 9.2 Packet pg. 218/219 SUMMARY OF ORDINANCE NO. __________ of the City of Edmonds, Washington On the ____ day of January, 2026, the City Council of the City of Edmonds, passed Ordinance No. _____________. A summary of the content of said ordinance, consisting of the title, provides as follows: AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON, AMENDING EDMONDS CITY CODE TO IMPOSE AN ADDITIONAL SALES AND USE TAX OF ONE-TENTH OF ONE PERCENT WITHIN THE BOUNDARIES OF THE EDMONDS TRANSPORTATION BENEFIT DISTRICT AS AUTHORIZED BY RCW 36.73.065 AND RCW 82.14.0455. The full text of this Ordinance will be mailed upon request. DATED this _____ day of ________________, 2026. CITY CLERK, LUKE LONIE Item 9.2 Packet pg. 219/219