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HomeMy WebLinkAbout2026-08-18 PPW Committee Packet Edmonds City Council Agenda August 18, 2026 Posted: 8/14/2026 1:21 PM Page 1 Agenda Edmonds City Council Parks and Public Works (PPW) Committee CITY COUNCIL CONFERENCE ROOM 121 - 5TH AVENUE N, EDMONDS, WA 98020 ZOOM: HTTPS://ZOOM.US/J/95798484261 PHONE: +1 253 215 8782 MEETING ID: 957 9848 4261 AUGUST 18, 2026, 3:00 PM STAFF AND COUNCILMEMBERS ATTEND COMMITTEE MEETINGS VIRTUALLY, AND MEMBERS OF THE PUBLIC ARE ENCOURAGED TO ATTEND THE SAME WAY. IF MEMBERS OF THE PUBLIC CANNOT ACCESS THE VIRTUAL COMMITTEE MEETINGS WITH THEIR PERSONAL DEVICES, A MONITOR IS PROVIDED AT THE CITY COUNCIL CONFERENCE ROOM AT 121 5TH AVE N, EDMONDS WA. 1. CALL TO ORDER 2. COMMITTEE BUSINESS 1. Preliminary Bid Results – Yost & Seaview Reservoirs Repairs and Upgrades First Reading – Engineering (5 minutes) 2. National Fish and Wildlife Foundation Grant Agreement – Edmonds Marsh Preliminary Design First Reading – Engineering (5 minutes) 3. Approval to Prepare and Advertise a Request for Qualifications – Edmonds Marsh Preliminary Design First Reading – Engineering (5 minutes) 4. Interlocal Agreement with WSDOT for Highway 99 Revitalization Project - Stage 4 First Reading – Engineering (5 minutes) 5. Supplemental Agreement for Hwy 99 Revitalization Project - Stage 4 First Reading – Engineering (5 minutes) 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 2.1 August 18, 2026 - Parks and Public Works (PPW) Committee TITLE:Preliminary Bid Results – Yost & Seaview Reservoirs Repairs and Upgrades (First Reading) DEPARTMENT:Engineering PRESENTER:Mike De Lilla NEEDED FROM COUNCIL:Action RECOMMENDATION:Forward item to the consent agenda for approval. BUDGET: Total Dollar Amount:TBD ☒ Approved in Budget Fund(s):421 ☐ Budget Reallocation Required ☐ No Budget Impact PROBLEM/ISSUE STATEMENT: The City’s Yost and Seaview Reservoirs are two of the City’s existing drinking water system reservoir facilities. These facilities require structural repairs, rehabilitation, and upgrades to maintain the long-term reliability and functionality of the City’s drinking water storage system. The Yost and Seaview Reservoirs Repairs and Upgrades project was developed to address identified structural and operational needs at both facilities, as well as improvements to the surrounding reservoir sites. CONTEXT, ANALYSIS, & ALTERNATIVES: The Yost and Seaview Reservoirs Repairs and Upgrades project consists of two bid schedules, Schedule A for the Yost drinking water reservoir and Schedule B for the Seaview drinking water reservoir. Both schedules are funded through the City’s Water Utility Fund (421). The project includes repairs and rehabilitation of the existing Yost and Seaview reservoirs and improvements to the areas surrounding each reservoir. Reservoir improvements include structural retrofits using fiber reinforced polymer (FRP) reinforcement, updates to reservoir appurtenances, repairs to cracks and joints in the reservoir structures, and replacement of inlet piping. In addition, improvements to the surrounding Yost site includes pickleball sport court resurfacing, site drainage improvements, ADA accessibility upgrades, and replacement of valves, piping, and other appurtenances located outside the reservoir structure. The project was advertised for competitive bidding on July 16 and July 23, 2026, with bids scheduled to be opened on August 13, 2026. Staff will present the preliminary bid results to Council on August 18, 2026, including the bid amounts received for each schedule and the   Item 2.1       Packet pg. 2/77   Item 2.1       Packet pg. 2/77 apparent low bidder. RECOMMENDATION: Forward item to the consent agenda for approval. BUDGET IMPACTS: The project is funded through the City’s Water Utility Fund 421. Both Schedule A and Schedule B are currently funded. The Engineer’s Estimate for construction cost is approximately $7.56 million. The actual construction cost, management reserve and construction management costs will be determined based on the bids received on August 13, 2026. ITEM HISTORY: n/a ADDITIONAL INFORMATION: ATTACHMENTS: Attachment 1 – Project Locations   Item 2.1       Packet pg. 3/77   Item 2.1       Packet pg. 3/77 36,112 THIS MAP IS NOT TO BE USED FOR DESIGN OR CONSTRUCTION This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. Control Script failed for control _ScaleBarDist ance2 , Source= _CorrectedDi stance Feet Legend 24,249 Control Script failed for control HalfDistance , Source= HalfDistanceCalc© City of Edmonds Control Script failed for control _ScaleBarDistance , Source= _CorrectedDistance 0 WGS_1984_Web_Mercator_Auxiliary_Sphere 1: Map Title Notes Sections Edmonds Boundary ArcSDE.GIS.STREET_CENTERLINES <all other values> Interstate Principal Arterial Minor Arterial Collector Local Street; On Ramp State Highways <all other values> 0 1 2 County Boundary Parks ArcSDE.GIS.PROPERTY_WASHINGTON ArcSDE.GIS.PROPERTY_CITIES ArcSDE.GIS.PROPERTY_CITIES City of Edmonds City of Lynnwood City of Mountlake Terrace Unincorporated King Co; Unincorporated County City of Woodway City of Arlington; City of Bothell; City of Brier; City of Everett; City of Gold Bar; City of Granite Falls; City of Lake Stevens; City of Marysville; City of Mill Creek; City of Monroe; City of Mukilteo; City of Snohomish; City of Stanwood; City of Sultan; Town of Darrington; Town of Index Snohomish County Counties ArcSDE.GIS.PROPERTY_WASHINGTON Item 2.1 Packet pg. 4/77 Item 2.1 Packet pg. 4/77 _CorrectedDi stance   Item 2.1       Packet pg. 5/77   Item 2.1       Packet pg. 5/77 City Council Agenda Item 2.2 August 18, 2026 - Parks and Public Works (PPW) Committee TITLE:National Fish and Wildlife Foundation Grant Agreement – Edmonds Marsh Preliminary Design (First Reading) DEPARTMENT:Engineering PRESENTER:Mike De Lilla NEEDED FROM COUNCIL:Action RECOMMENDATION:Forward item to the consent agenda to approve grant agreement. BUDGET: Total Dollar Amount:$667,400 ☐ Approved in Budget Fund(s):422 ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: In 2025, the City completed the Edmonds Marsh Planning Study with financial assistance from the National Fish and Wildlife Foundation (NFWF). The Planning Study provided a foundation for advancing potential restoration and reconnection improvements at the Edmonds Marsh. NFWF has subsequently awarded the City a $677,400 grant to advance the project to a preliminary 30% design level. Since the project is not listed on the 2026 Capital Improvement Program/Capital Facility Plan, Council approval of the grant agreement is required before the City can formally accept and execute the agreement and proceed with grant-funded work. CONTEXT, ANALYSIS, & ALTERNATIVES: The proposed grant represents the next phase of the City’s ongoing effort to restore and reconnect the Edmonds Marsh. The project builds directly upon the work completed through the previous NFWF-funded Edmonds Marsh Planning Study. Council previously approved acceptance of the initial NFWF grant for the Edmonds Marsh Planning Study and approved the Request for Qualifications (RFQ) used to select the consultant for that work. The Planning Study was subsequently completed in 2025. On July 1, 2025 staff provided Council with a project update regarding the Edmonds Marsh Planning Study at the conclusion of this phase of the project. The current NFWF grant will allow the City to advance the information and concepts developed through the Planning Study into preliminary engineering and design. The grant provides $677,400 in funding to the City and requires a total match of $388,740. The match will be provided through a combination of citizen volunteer hours, citizen cash donations, and City   Item 2.2       Packet pg. 6/77   Item 2.2       Packet pg. 6/77 funds. Specifically, $240,500 of the match requirement will consist of citizen volunteer hours, $50,000 of which will be provided through citizen cash donations. The remaining $98,240 will be provided from the Storm Utility Fund 422 and reimbursed by the Marsh Preservation Fund 017. The grant’s period of performance expires June 30, 2028. The grant agreement has been reviewed by the City Attorney and has been approved as to form. RECOMMENDATION: Forward item to the consent agenda to approve grant agreement. BUDGET IMPACTS: None. The City has been awarded $677,400 in NFWF grant funding for the Edmonds Marsh Preliminary Design project. The grant requires a total match of $388,740. Total Project Value: $1,066,140 Total Grant Award: $677,400 Matching Funds: $388,740 ($98,240 - City Match & $240,500 Citizen Volunteer Hours and donations) Funded by Storm Utility 422 (reimbursed by Marsh Preservation Fund 017, NFWF grant, and citizen donations.) ITEM HISTORY: March 19, 2024 - City Council approved the National Fish and Wildlife Foundation grant agreement for the Edmonds Marsh Planning Study. July 1, 2025 – Staff provided City Council with a project update on the Edmonds Marsh Planning Study at the conclusion of the project. April 14, 2026 – A budget amendment was approved by council to program the NFWF grant funding, matching funds, and associated project expenditures. ADDITIONAL INFORMATION: ATTACHMENTS: Attachment 1 – Grant Agreement   Item 2.2       Packet pg. 7/77   Item 2.2       Packet pg. 7/77 Page 1 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 NATIONAL FISH AND WILDLIFE FOUNDATION GRANT AGREEMENT 1. NFWF PROPOSAL ID: 88269 2. NFWF GRANT ID: 0318.26.088269 3. UNIQUE ENTITY IDENTIFIER (UEI) NF1AQNT457R7 4. INDIRECT COST RATE (REFERENCE LINE 17 for RATE TERMS) N/A 5. SUBRECIPIENT TYPE State or Local Government 6. NFWF SUBRECIPIENT City of Edmonds 7. NFWF SUBRECIPIENT CONTACT 8. NFWF GRANTS ADMINISTRATOR/NFWF CONTACT INFORMATION Russell Lynch City of Edmonds 121 5th Ave N Edmonds, WA 98020 Tel: 425-771-0220 ext. 1701 russell.lynch@edmondswa.gov Sarah Savage National Fish and Wildlife Foundation 1625 Eye Street, N.W. Suite 300 Washington, D.C. 20006 Tel: 202-857-0166 Fax: 202-857-0162 Sarah.Savage@nfwf.org 9. PROJECT TITLE Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA) 10. PROJECT DESCRIPTION Develop preliminary designs for the reconnection and restoration of Edmonds Marsh to protect critical infrastructure and restore an estuarine ecosystem that will support salmon, local aquatic species, and birds. Project will reduce the risk to the Edmonds community from intense storm events, king tides, and sea level rise while creating and expanding estuary habitat. 11. PERIOD OF PERFORMANCE June 1, 2025 to June 30, 2028 12. TOTAL AWARD TO SUBRECIPIENT $677,400.00 13. TOTAL FED. FUNDS $655,400.00 14. TOTAL NON-FED. FUNDS $22,000.00 15. FEDERAL MATCH REQUIREMENT $0.00 16. NON-FEDERAL MATCH REQUIREMENT $388,740.00 17. SUBRECIPIENT INDIRECT COST RATE TERMS The rate specified in Line 4 reflects that the Subrecipient has elected not to claim an indirect cost rate and that this election shall apply throughout the project’s period of performance. 18. TABLE OF CONTENTS SEC.DESCRIPTION 1 NFWF Agreement Administration 2 NFWF Agreement Clauses 3 Representations, Certifications, Obligations, and Other Statements – General 4 Representations, Certifications, and Other Statements Relating to Federal Funds- General 5 Representations, Certifications, and Other Statements Relating to Federal Funds – Funding Source Specific 6 Other Representations, Certifications, Statements and Clauses   Item 2.2       Packet pg. 8/77   Item 2.2       Packet pg. 8/77 Page 2 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 19. FUNDING SOURCE INFORMATION/FEDERAL AND NON-FEDERAL A. FUNDING SOURCE (FS) B. NFWF FS ID C. FS AWARD DATE TO NFWF D. FAIN E. TOT FED. AWARD TO NFWF F. TOT OBLG. TO SUBRECIPIENT G. FS END DATE H. CFDA National Oceanic And Atmospheric Administration FC.A087 01/14/2025 NA25NOSX473C0139 $95,646,313.00 $655,400.00 12/31/2029 11.473 Salesforce TR.A418 N/A N/A N/A $22,000.00 N/A N/A 20. NOTICE OF AWARD The National Fish and Wildlife Foundation (NFWF) agrees to provide the NFWF Award to the NFWF Subrecipient for the purpose of satisfactorily performing the Project described in a full proposal as identified on line 1 and incorporated into this Agreement by reference. The NFWF Award is provided on the condition that the NFWF Subrecipient agrees that it will raise and spend at least the amount listed on lines 15 and 16 in matching contributions on the Project, as applicable. The Project must be completed, with all NFWF funds and matching contributions spent, during the Period of Performance as set forth above. All items designated on the Cover Page and the Table of Contents are incorporated into this Agreement by reference herein. NFWF Subrecipient agrees to abide by all statutory or regulatory requirements, or obligations otherwise required by law. Subrecipient is obligated to notify NFWF if any of the information on the Cover Page changes in any way, whether material or immaterial. A. NAME AND TITLE OF AUTHORIZED SUBRECIPIENT SIGNER (Type or Print) D. NAME AND TITLE OF NFWF AWARDING OFFICIAL Holly A. Bamford, PhD, Chief Conservation Officer B. SUBRECIPIENT BY C. DATE E. NATIONAL FISH AND WILDLIFE FOUNDATION BY F. DATE NFWF prohibits discrimination in all its programs and activities on the basis of race, color, religion, age, sex, national origin, ancestry, marital status, personal appearance, citizen status, disability, sexual orientation, gender identity or expression, pregnancy, child birth or related medical conditions, family responsibilities, matriculation, genetic information, political or union affiliation, veteran status or any other status protected by applicable law (“Protected Categories”). In addition, NFWF prohibits retaliation against an individual who opposes an unlawful educational practice or policy or files a charge, testifies or participates in any complaint under Title VI. NFWF complies with all applicable federal, state and local laws in its commitment to being an equal opportunity provider and employer; accordingly, it is NFWF’s policy to administer all employment actions, including but not limited to, recruiting, hiring, training, promoting, and payment of wages, without regard to any Protected Category(ies). See Reporting Schedule on the following page.   Item 2.2       Packet pg. 9/77   Item 2.2       Packet pg. 9/77 Page 3 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 21. REPORTING DUE DATES/SUBRECIPIENT REPORTING SCHEDULE Reporting Task Task Due Date Interim Programmatic Report June 1, 2026 Annual Financial Report June 1, 2026 Interim Financial Report December 1, 2026 Interim Financial Report June 1, 2027 Interim Programmatic Report June 1, 2027 Annual Financial Report June 1, 2027 Interim Financial Report December 1, 2027 Interim Programmatic Report June 1, 2028 Annual Financial Report June 1, 2028 Interim Financial Report June 1, 2028 Final Programmatic Report September 30, 2028 Final Financial Report September 30, 2028   Item 2.2       Packet pg. 10/77   Item 2.2       Packet pg. 10/77 Page 4 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 SECTION 1 NFWF AGREEMENT ADMINISTRATION 1.1.Amendments. During the life of the Project,the NFWF Subrecipient is required to immediately inform in writing the NFWF Grants Administrator of any changes in contact information,Key Personnel,scope of work,indirect cost rate,as well as any difficulties in completing the performance goals articulated in the Project description.NFWF Subrecipients must request an amendment from NFWF upon determination of a deviation from the original Grant Agreement as soon as such deviation is detected.NFWF reserves the right to approve,deny and/or negotiate any such request. Alternatively,NFWF may initiate an amendment if NFWF determines an amendment is necessary at any time. Amendment requests are to be submitted via NFWF’s grants management system. 1.1.1. Budget Amendment Request. If the NFWF Subrecipient determines that:1)the amount of the budget is going to change in any one direct cost category by an amount that exceeds 10%of the Award,or 2)there is a need to increase indirect costs,the NFWF Subrecipient must seek prior written approval via an amendment request in NFWF’s grants management system. 1.1.2. Extension of Performance Period. If additional time is needed to complete the approved Project,the NFWF Subrecipient should contact the NFWF Grants Administrator at least 45 calendar days prior to the project period expiration date to initiate the no-cost extension request process in NFWF’s grants management system.In addition,if there are overdue reports required,the NFWF Subrecipient must ensure that they are submitted along with or prior to submitting the no- cost extension request. 1.2.Matching Contributions. Matching Contributions consist of cash,contributed goods and services,volunteer hours,and/or property raised and spent for the Project.Matching Contributions for the purposes of this Project must meet the following criteria:(1)Are verifiable from the NFWF Subrecipient’s records;(2)Are not included as contributions for any other federal award;(3)Are necessary and reasonable for the accomplishment of project or program objectives;(4)Are allowable under OMB Cost Principles;(5) Are not paid by the U.S.Government under another federal award except where the federal statute authorizing a program specifically provides that federal funds made available for such program can be applied to matching or cost sharing requirements of other federal programs when authorized by federal statute;(6)Are provided for in the approved budget when required by the federal awarding agency;(7)Are committed directly to the project and must be used within the period of performance as identified in this Agreement;(8)Otherwise conform to the law;and,(9) Are in compliance with the requirements of Section 3.3 of this Agreement concerning Compliance with Laws.   Item 2.2       Packet pg. 11/77   Item 2.2       Packet pg. 11/77 Page 5 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 1.2.1.Documentation and Reporting of Matching Contributions. The NFWF Subrecipient must retain supporting documentation,including detailed time records for contributed services,original receipts,appraisals of real property,and comparable rentals for other contributed property,at its place of business in the event of an audit of the NFWF Subrecipient as required by applicable federal regulations.The NFWF Subrecipient must report match progress in Payment Requests and Financial Reports. 1.2.2.Assessing Fair Market Value. Fair market value of donated goods,services and property,including volunteer hours,shall be computed as outlined in §200.306 of 2 CFR Subtitle A,Chapter II,Part 200,Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards, (hereinafter “OMB Uniform Guidance”),regardless of whether this Agreement is federally funded. 1.3.Payment of Funds. To be eligible to receive funds,NFWF Subrecipient must submit to NFWF (1)an original executed copy of this Agreement for the Project;(2)any due financial and programmatic reports;and (3)a complete and accurate Payment Request via NFWF’s grants management system.At any time, NFWF reserves the right to require submission of source documentation,including but not limited to timesheets,cash receipts,contracts or subaward agreements,for any costs where the NFWF Subrecipient is seeking reimbursement by NFWF.NFWF reserves the right to retain up to ten percent (10%) of funds until submission and acceptance of final reports. 1.3.1. Reimbursements. NFWF Subrecipient may request funds on a reimbursable basis.Reimbursement requests must include expenditures to date and an explanation of any variance from the approved budget. 1.3.2. Advances. NFWF Subrecipient may request advance payment of funds prior to expenditure provided that the NFWF Subrecipient:(1)demonstrates an immediate need for advance payment; (2)documents expenditure of advanced funds;3) maintains written procedures that minimize the time elapsing between the transfer of funds and disbursement;and (4)has established appropriate financial management systems that meet the needs and standards for fund control and accountability.Approval of any advance payment of funds is made at the sole discretion of NFWF, based on an assessment of the NFWF Subrecipient’s needs. 1.3.3. Interest. Any interest earned in any one year on funds advanced to the NFWF Subrecipient that exceeds $500 must be reported to NFWF,and the disposition of those funds negotiated with NFWF.Interest amounts up to $500 per year may be retained by the NFWF Subrecipient for administrative expense.   Item 2.2       Packet pg. 12/77   Item 2.2       Packet pg. 12/77 Page 6 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 1.4.Reports. 1.4.1.Interim Programmatic Reports. The NFWF Subrecipient will submit interim programmatic reports to NFWF based on the reporting schedule in Line 21 of the Cover Sheet to this Agreement,as may be amended at NFWF’s sole discretion.The interim programmatic report shall consist of written statements of Project accomplishments and updated metric values since Project initiation, or since the last reporting period,and shall be submitted via NFWF’s grants management system.NFWF may require specific formatting and/or additional information as appropriate. 1.4.2.Interim Financial Reports. The NFWF Subrecipient will submit interim financial reports to NFWF based on the reporting schedule in Line 21 of the Cover Sheet to this Agreement,as may be amended at NFWF’s sole discretion.The interim financial report shall consist of financial information detailing cumulative expenditures made under this Project since Project initiation and shall be uploaded via NFWF’s grants management system.NFWF may require specific formatting and/or additional information as appropriate. 1.4.3.Annual Financial Report. The NFWF Subrecipient will submit annual financial reports to NFWF based on the reporting schedule in Line 21 of the Cover Sheet to this Agreement,as may be amended at NFWF’s sole discretion.The NFWF Subrecipient must enter a justification when there is a difference between the amount disbursed by NFWF and the amount expended by the grantee.Failure to submit an annual financial report in a timely manner will delay payment of submitted payment requests. 1.4.4.Final Reports. Based on the reporting schedule in Line 21 of the Cover Sheet to this Agreement,the NFWF Subrecipient will submit (1)a Final Financial Report accounting for all Project funds received,Project expenditures,and budget variances (if any)compared to the approved budget;(2)a Final Programmatic Report summarizing and documenting the accomplishments and metric values achieved during the Period of Performance;(3)copies of any publications,press releases and other appropriate products resulting from the Project;and (4)photographs as described in Section 1.4.4.1 below.The final reports and digital photo files should be uploaded via NFWF’s grants management system.Any requests for extensions of final report submission dates must be made in writing to the NFWF Grants Administrator and approved by NFWF in advance.NFWF may require specific formatting and/or additional information as appropriate. 1.4.4.1. Photographs. NFWF requests,as appropriate for the Project,a representative number of high- resolution (minimum 300 dpi)photographs depicting the Project (before-and-after images,images of species impacted,and/or images of staff/volunteers working on the Project).Photographs should be uploaded with the Final Programmatic Report via NFWF’s grants management system as individual .jpg files.The Final Programmatic Report narrative should list each photograph,the date the photograph was taken,the location of the photographed image,caption,photo   Item 2.2       Packet pg. 13/77   Item 2.2       Packet pg. 13/77 Page 7 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 credit,and any other pertinent information (e.g.,species,activity conducted)describing what the photograph is depicting.By uploading photographs to NFWF’s grants management system the NFWF Subrecipient certifies that the photographs are unencumbered and that NFWF and Project Funders have a fully paid up non-exclusive,royalty-free,irrevocable,perpetual, worldwide license for posting of Final Reports and for any other purposes that NFWF or the Project Funder determines appropriate. 1.4.4.2. Spatial Data.  The NFWF Subrecipient will submit accurate spatial data with the final report at a resolution that allows NFWF to know exactly where individual on-the-ground project activities occurred.Accurate spatial data are defined as polygon(s) depicting the exact location and boundaries of each on-the-ground conservation practice implemented within the Period of Performance.For projects where the location of activities has changed or was only known approximately at the full proposal stage,grantees will update the spatial data given with the exact location of activities.Updates to spatial data depicting project activities will be submitted through NFWF’s online mapping tool.The polygon(s)name(s)shall include the conservation actions that have been completed within that project area.NFWF retains the right to use the spatial data in order to perform spatial analyses and depict the generalized project location on public maps. 1.4.4.3. Monitoring and Other Project Data. Upon request by NFWF,the NFWF Subrecipient will provide to NFWF raw and/or summary data collected or analyzed as part of the project,for NFWF’s use in analyses of program outcomes.The Subrecipient will submit these data,either when available or at project completion,through a cloud-based data sharing platform or another agreed-upon mechanism.  1.4.5.Significant Developments. The NFWF Subrecipient shall report on events that may occur between the scheduled performance reporting dates that have a significant impact on the Project.Such reporting shall be made as soon as the following conditions become known: 1.4.5.1.Problems,delays,or adverse conditions which will materially impair the ability to meet the Project objective,including but not limited to the objective itself,its schedule and/or the budget.This disclosure must include a statement of the action taken,or contemplated,and any assistance needed to resolve the matter; and/or, 1.4.5.2.Favorable developments which enable meeting time schedules and objectives sooner or at less cost than anticipated or produce more or different beneficial results than originally planned. 1.5. Reports and Payment Requests.   Item 2.2       Packet pg. 14/77   Item 2.2       Packet pg. 14/77 Page 8 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 All reports,financial,programmatic,or otherwise,or payment requests under a federal award must be submitted by a representative of the NFWF Subrecipient who has the NFWF Subrecipient’s full authority to render such reports and requests for payment and to provide required certifications as set forth in 2 CFR 200.415, as applicable. 1.6.Record Retention and Access. 1.6.1. Retention Requirements for Records. NFWF Subrecipient shall maintain all records connected with this Agreement for a period of at least three (3)years following the latest end date of the funding source(s)referenced above in line 19.FUNDING SOURCE INFORMATION/FEDERAL AND NON-FEDERAL or the close-out of all pending matters or audits related to this Agreement,whichever is later.As funding source end dates may be extended over time,the NFWF Subrecipient will be notified of the most up-to-date record retention requirements upon closure of this Award. If any litigation,claim,or audit is started (irrespective of the NFWF Subrecipient’s involvement in such matter)before the expiration of the 3-year period,the records shall be retained until all litigation,claims or audit findings or pending matters involving the records have been resolved and final action taken.NFWF shall notify NFWF Subrecipient if any such litigation,claim or audit takes place or if funding source end date(s)is extended so as to extend the retention period.Records for real property and equipment acquired with federal funds must be retained for at least three (3)years following disposition of such real property.For awards solely funded with funding sources with “N/A”listed as the end date,NFWF Subrecipient shall maintain all records connected with this Agreement for a period of at least three (3)years following the date of final payment or the Period of Performance end date, whichever is later. 1.6.2. Access to Records. NFWF or any of its authorized representatives shall have access to such records and financial statements upon request,as shall Inspectors General,the Comptroller General of the United States or any of their authorized representatives if the Funding Source or any funding entity (i.e.,a secondary funding source)is a federal agency and/or any portion of the Project provided herein is paid with federal funds.The rights of access in this section are not limited to the required retention period but last as long as the records are retained.   Item 2.2       Packet pg. 15/77   Item 2.2       Packet pg. 15/77 Page 9 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 SECTION 2 NFWF AGREEMENT CLAUSES 2.1.Restrictions on Use of Funds. The NFWF Subrecipient agrees that any funds provided by NFWF and all Matching Contributions will be expended only for the purposes and programs described in this Agreement.No funds provided by NFWF pursuant to this Agreement or Matching Contributions may be used to support litigation expenses,lobbying activities,or any other activities not authorized under this Agreement or otherwise unallowable under the Federal Cost Principles set forth in the OMB Uniform Guidance. 2.2.Assignment. The NFWF Subrecipient may not assign this Agreement,in whole or in part,to any other individual or other legal entity without the prior written approval of NFWF. 2.3.Subawards and Contracts. When making subawards or contracting,NFWF Subrecipient shall:(1)abide by all applicable granting and contracting procedures,including but not limited to those requirements of the OMB Uniform Guidance (2 C.F.R.Part 200);(2)ensure that all applicable federal,state and local requirements are properly flowed down to the subawardee or contractor,including but not limited to the applicable provisions of the OMB Uniform Guidance (2 C.F.R.Part 200);and (3)ensure that such subaward or contracting complies with the requirements in Section 3.3 of this Agreement concerning Compliance with Laws.NFWF Subrecipient shall also include in any subaward or contract a similar provision to this,requiring the use of proper grant and contracting procedures and subsequent flow down of federal,state,and local requirements to lower-tiered subawardees and contractors. 2.4.Unexpended Funds. Any funds provided by NFWF and held by the NFWF Subrecipient and not expended at the end of the Period of Performance will be returned to NFWF within ninety (90)days after the end of the Period of Performance. 2.5.Publicity, Acknowledgment of Support, and Disclaimers. 2.5.1. Publicity. The NFWF Subrecipient gives NFWF the right and authority to publicize NFWF's financial support for this Agreement and the Project in press releases,publications,and other public communications. 2.5.2. Acknowledgment of Support. The NFWF Subrecipient agrees to:(1)give appropriate credit to NFWF and any Funding Sources identified in this Agreement for their financial support in any and all press releases,publications,annual reports,signage,video credits,dedications,and other public communications regarding this Agreement or any of the project deliverables associated with this Agreement,subject to any terms and conditions as may be stated in Section 5 and Section 6 of this Agreement; and (2) include the disclaimer provided at Section 2.5.4.   Item 2.2       Packet pg. 16/77   Item 2.2       Packet pg. 16/77 Page 10 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 2.5.3. Logo Use. The NFWF Subrecipient must obtain prior NFWF approval for the use relating to this Award of the NFWF logo or the logo or marks of any Funding Source. 2.5.4.Disclaimers. Payments made to the NFWF Subrecipient under this Agreement do not by direct reference or by implication convey NFWF’s endorsement nor the endorsement by any other entity that provides funds to the NFWF Subrecipient through this Agreement, including the U.S.Government,as applicable,for the Project.All information submitted for publication or other public releases of information regarding this Agreement shall carry the following disclaimer, which NFWF may revise at any time at its sole discretion: For Projects funded in whole or part with federal funds:"The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the opinions or policies of the U.S.Government or the National Fish and Wildlife Foundation and its funding sources.Mention of trade names or commercial products does not constitute their endorsement by the U.S.Government,or the National Fish and Wildlife Foundation or its funding sources." For Projects not funded with federal funds:“The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the opinions of the National Fish and Wildlife Foundation or its funding sources.Mention of trade names or commercial products does not constitute their endorsement by the National Fish and Wildlife Foundation or its funding sources." 2.6.Posting of Final Reports. The NFWF Subrecipient hereby acknowledges and consents for NFWF and any Funding Source identified in this Agreement to post its final programmatic reports and deliverables on their respective websites.In the event that the NFWF Subrecipient intends to claim that its final report contains material that does not have to be posted on such websites because it is protected from disclosure by statutory or regulatory provisions,the NFWF Subrecipient shall so notify NFWF and any Funding Source identified in this Agreement and clearly mark all such potentially protected materials as “PROTECTED,”providing an accurate and complete citation to the statutory or regulatory source for such protection. 2.7.Website Links. The NFWF Subrecipient agrees to permit NFWF to post a link on any or all NFWF websites to any websites created by the NFWF Subrecipient in connection with the Project. 2.8.Evaluation. Throughout a program or business plan,NFWF engages in monitoring and evaluation to assess progress toward conservation goals and inform future decision-making.These efforts use both data collected by grantees as part of their NFWF grant as well as post-award project data collected by third-party entities commissioned to conduct a program evaluation.The NFWF Subrecipient agrees to cooperate with NFWF by providing timely responses to all reasonable requests for information   Item 2.2       Packet pg. 17/77   Item 2.2       Packet pg. 17/77 Page 11 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 to assist in evaluating the accomplishments of the Project period of five (5)years after the project end date. 2.9. Intellectual Property. Reports,materials,books,databases,monitoring data,maps and spatial data,audio/video,and other forms of intellectual property created using this grant may be copyrighted or otherwise legally protected by the NFWF Subrecipient or by the author. The NFWF Subrecipient agrees to provide to NFWF and any Funding Source identified in this Agreement a non-exclusive,royalty-free, irrevocable,perpetual,worldwide license to use,publish,copy and alter the NFWF Subrecipient’s intellectual property created using this award for non-commercial purposes in any media – whether now known or later devised –including posting such intellectual property on NFWF’s or Funding Source websites and featuring in publications. NFWF retains the right to use project metrics and spatial data submitted by the NFWF Subrecipient to estimate societal benefits that result and to report these results to funding partners on a case-by-case basis as determined by NFWF.These may include but are not limited to:habitat and species response,species connectivity,water quality,water quantity,risk of detrimental events (e.g.,wildfire,floods),carbon accounting (e.g.,sequestration,avoided emissions),environmental justice,and diversity,equity, and inclusion. 2.10. System for Award Management (SAM) Registration. The NFWF Subrecipient must maintain an active SAM registration at www.SAM.gov until the final financial report is submitted or final payment is received,whichever is later.If the NFWF Subrecipient’s SAM registration expires during the required period,NFWF will suspend payment to the NFWF Subrecipient until the SAM registration is updated. 2.11.Arbitration. All claims,disputes,and other matters in question arising out of,or relating to this Agreement,its interpretation or breach,shall be decided through arbitration by a person or persons mutually acceptable to both NFWF and the NFWF Subrecipient.Notice of the demand for arbitration shall be made within a reasonable time,not to exceed three years,after the claim,dispute,or other matter in question has arisen.The award rendered by the arbitrator or arbitrators shall be final. The terms of this provision will survive termination of this Agreement. 2.12.Indemnity. The NFWF Subrecipient shall indemnify and hold harmless NFWF,any Funding Source identified in this Grant Agreement,their respective officers,directors,agents,and employees in respect of any and all claims,injuries,losses,diminution in value,damages,liabilities,whether or not currently due,and expenses including without limitation,settlement costs and any legal or other expenses for investigating or defending any actions or threatened actions or liabilities arising from or in connection with the Project. The terms of this provision will survive termination of this Agreement. 2.13.Insurance. The NFWF Subrecipient agrees to obtain and maintain all appropriate and/or required insurance coverages against liability for injury to persons or property from any and all activities undertaken by the NFWF Subrecipient and associated with this Agreement in any way.NFWF reserves the right to require additional insurance limits and policies based on specific activities under this Agreement, that NFWF be named insured on all applicable insurance policies,and that the NFWF Subrecipient   Item 2.2       Packet pg. 18/77   Item 2.2       Packet pg. 18/77 Page 12 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 provide a certificate of insurance and/or copies of applicable insurance policies as requested by NFWF. The terms of this provision will survive termination of this Agreement. 2.14.Choice of Law/Jurisdiction. This Agreement shall be subject to and interpreted by the laws of the District of Columbia,without regard to choice of law principles.By entering into this Agreement,the NFWF Subrecipient agrees to submit to the exclusive jurisdiction of the courts of the District of Columbia.The terms of this provision will survive termination of this Agreement. 2.15. Stop Work. NFWF may,at any time,by written order to the NFWF Subrecipient,require the NFWF Subrecipient to stop all,or any part,of the work called for by this Agreement for a period of 90 days after the order is delivered to the NFWF Subrecipient.The order shall be specifically identified as a stop- work order issued under this section.Upon receipt of the order,the NFWF Subrecipient shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to this Agreement covered by the order during the period of work stoppage.Within a period of 90 calendar days after a stop-work order is delivered to the NFWF Subrecipient,or within any extension of that period to which the parties shall have agreed,NFWF shall either cancel the stop-work order or terminate the Agreement under section 2.16. 2.16.Termination. 2.16.1.Upon the occurrence of any of the following enumerated circumstances,NFWF may terminate this Agreement,or any portion thereunder,upon receipt by the NFWF Subrecipient of NFWF’s written notice of termination,or as otherwise specified in the notice of termination: 2.16.1.1.the NFWF Subrecipient is adjudged or becomes bankrupt or insolvent, is unable to pay its debts as they become due,or makes an assignment for the benefit of its creditors; or, 2.16.1.2.the NFWF Subrecipient voluntarily or involuntarily undertakes to dissolve or wind up its affairs; or, 2.16.1.3.suspension or debarment by the Government of the NFWF Subrecipient; or, 2.16.1.4.any breach of the requirements set forth in Section 3.3 of this Agreement concerning Compliance with Laws; or, 2.16.1.5.NFWF learns that NFWF Subrecipient has an organizational conflict of interest,or any other conflict of interest,as determined in the sole discretion of NFWF, that NFWF believes, in its sole discretion, cannot be mitigated; or, 2.16.1.6.after written notice and a reasonable opportunity,the NFWF Subrecipient is unable to cure a perceived non-compliance with any material term (other than those enumerated at 2.16.1.1 –2.16.1.5)of this Agreement.The cure period shall be considered the timeframe specified by the Funding Source(s),if   Item 2.2       Packet pg. 19/77   Item 2.2       Packet pg. 19/77 Page 13 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 any,minus one (1)to five (5)days or as agreed upon by the Parties in writing,or if no time is specified by the Funding Source(s),ten (10)days or as otherwise agreed upon by the Parties.Within this time period the NFWF Subrecipient shall,as determined by NFWF,(a)satisfactorily demonstrate its compliance with the term(s)originally believed to be in non-compliance;or (b)NFWF,at its sole discretion,may determine that NFWF Subrecipient has satisfactorily demonstrated that reasonable progress has been made so as not to endanger performance under this Agreement; or, 2.16.1.7.if the Funding Source issues an early termination under the funding agreement(s) covering all or part of the Project at issue hereunder. 2.16.2.Either Party may terminate this Agreement by written notice to the other Party for any reason by providing thirty (30) days’ prior written notice to the other Party. 2.16.3.In the event of termination of this Agreement prior to Project completion,the NFWF Subrecipient shall immediately (unless otherwise directed by NFWF in its notice if NFWF initiated the termination)undertake all reasonable steps to wind down the Project cooperatively with NFWF, including but not limited to the following: 2.16.3.1.Stop any portion of the Project’s work that is incomplete (unless work to be completed and a different date for termination of work are specified in NFWF’s notice). 2.16.3.2.Place no further work orders or enter into any further subawards or contracts for materials,services,or facilities,except as necessary to complete work as specified in NFWF’s notice. 2.16.3.3.Terminate all pending Project work orders,subawards,and contracts for work that has not yet commenced. 2.16.3.4.With the prior written consent of NFWF,promptly take all other reasonable and feasible steps to minimize and/or mitigate any damages that may be caused by the failure to complete the Project,including but not limited to reasonable settlements of any outstanding claims arising out of termination of Project work orders,subawards,and contracts.NFWF will reimburse the NFWF Subrecipient for non-cancelable allowable costs incurred by the NFWF Subrecipient prior to termination that cannot be mitigated.However,the foregoing is subject to the complete reimbursement of such costs by the Funding Source;accordingly,any amounts ultimately not paid,or which are recouped by the Funding Source, are subject to recoupment by NFWF. 2.16.3.5.Deliver or make available to NFWF all data,drawings,specifications, reports,estimates,summaries,and such other information and material as may have been accumulated by the NFWF Subrecipient under this Agreement,whether completed or in progress. 2.16.3.6. Return to NFWF any unobligated portion of the Award.   Item 2.2       Packet pg. 20/77   Item 2.2       Packet pg. 20/77 Page 14 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 2.17.Entire Agreement. These terms and conditions,including the Attachments hereto,constitute the entire agreement between the Parties relating to the Project described herein and supersede all previous communications,representations,or agreements,either oral or written,with respect to the subject matter hereof.No representations or statements of any kind made by any representative of a Party, which are not stated herein, shall be binding on said Party. 2.18.Severability. Each provision of this Agreement is distinct and severable from the others.If one or more provisions is or becomes invalid,unlawful,or unenforceable in whole or in part,the validity, lawfulness and enforceability of the remaining provisions (and of the same provision to the extent enforceable)will not be impaired,and the Parties agree to substitute a provision as similar to the offending provision as possible without its being invalid, unlawful or unenforceable. 2.19.Interpretation and Construction. 2.19.1.This Agreement shall be interpreted as a unified contractual document with the Sections and the Attachments having equal effect,except in the event of any inconsistency between them.In the event of a conflict between any portion of this Agreement and another portion of this Grant Agreement,first the Sections will apply in the following order of precedence: 5, 4, 3, 1, 2 and 6, and then any supplemental attachments. 2.19.2.The title designations of the provisions to this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement. 2.19.3.Every right or remedy conferred by this Agreement upon or reserved to the Parties shall be cumulative and shall be in addition to every right or remedy now or hereafter existing at law or in equity,and the pursuit of any right or remedy shall not be construed a selection. 2.19.4.The failure of NFWF to exercise any right or privilege granted hereunder or to insist upon the performance and/or compliance of any provision of this Agreement,a referenced contractual,statutory or regulatory term,or an Attachment hereto,shall not be construed as waiving any such right,privilege,or performance/compliance issue,and the same shall continue in full force and effect. 2.19.5.Notwithstanding any express statements regarding the continuation of an obligation beyond the expiration or termination of this Agreement,the rights and obligations of this Agreement,which by their nature extend beyond its expiration or termination,shall remain in full force and effect and shall bind the Parties and their legal representatives, successors, heirs, and assigns.   Item 2.2       Packet pg. 21/77   Item 2.2       Packet pg. 21/77 Page 15 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 SECTION 3 REPRESENTATIONS,CERTIFICATIONS,OBLIGATIONS AND OTHER STATEMENTS – GENERAL 3.1.Binding Obligation. By execution of this Agreement,NFWF Subrecipient represents and certifies that this Agreement has been duly executed by a representative of the NFWF Subrecipient with full authority to execute this Agreement and binds the NFWF Subrecipient to the terms hereof.After execution by the representative of the NFWF Subrecipient named on the signature page hereto,this Agreement represents the legal,valid,and binding obligation of the NFWF Subrecipient,enforceable against the NFWF Subrecipient in accordance with its terms. 3.2.Additional Support. In making this Award,NFWF assumes no obligation to provide further funding or support to the NFWF Subrecipient beyond the terms stated in this Agreement. 3.3.Compliance with Laws. 3.3.1.In General. By execution of this Agreement and through its continued performance hereunder,the NFWF Subrecipient represents,certifies and agrees that it is and shall continue to conduct all such activities in compliance with all applicable federal,state,and local laws, regulations,and ordinances and to secure all appropriate necessary public or private permits and consents.The terms of this provision will survive termination of this Agreement and must be flowed down to any and all contractors,subcontractors or subrecipients entered into by NFWF Subrecipient in the performance of this Agreement. 3.3.2.Compliance with Anti-Corruption Laws. The NFWF Subrecipient represents,certifies and agrees to ensure that no payments have been or will be made or received by the NFWF Subrecipient in connection with this Agreement in violation of the U.S.Foreign Corrupt Practices Act of 1977,as amended (15 U.S.C.§dd-1 et seq.),or any other applicable anti-corruption laws or regulations (e.g.,UK Bribery Act 2010)in the countries in which the NFWF Subrecipient performs under this Agreement. 3.3.3. Compliance with Anti-Terrorism Laws. The NFWF Subrecipient represents,certifies and agrees not to provide material support or resources directly or indirectly to,or knowingly permit any funds provided by NFWF pursuant to this Agreement or Matching Contributions to be transferred to,any individual, corporation or other entity that the NFWF Subrecipient knows,or has reason to know, commits,attempts to commit,advocates,facilitates,or participates in any terrorist activity,or has committed,attempted to commit,advocated,facilitated or participated in any terrorist activity,including,but not limited to,the individuals and entities (1)on the master list of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control,which list is available at www.treas.gov/offices/enforcement/ofac; (2)on the consolidated list of individuals and entities maintained by the “1267 Committee”of the United Nations Security Council at http://www.un.org/sc/committees/1267/aq_sanctions_list.shtml;(3)on the consolidated   Item 2.2       Packet pg. 22/77   Item 2.2       Packet pg. 22/77 Page 16 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 list maintained by the U.S.Department of Commerce at http://export.gov/ecr/eg_main_023148.asp,or (4)on such other list as NFWF may identify from time to time. 3.3.4. Compliance with Additional Laws and Restrictions. The NFWF Subrecipient represents,certifies and agrees to ensure that its activities under this Agreement comply with all applicable U.S.laws,regulations and executive orders regarding money laundering,terrorist financing,U.S.sanctions laws,U.S.export controls, restrictive trade practices,boycotts,and all other economic sanctions or trade restrictions promulgated from time to time by means of statute,executive order,regulation or as administered by the U.S.Department of State,the Office of Foreign Assets Control,U.S. Department of the Treasury,or the Bureau of Industry and Security,U.S.Department of C o m m e r c e . 3.4.Subrecipient Debarment and Suspensions. By and through NFWF Subrecipient’s execution of this Agreement,NFWF Subrecipient warrants and represents its initial and continued compliance that it is not listed on the General Services Administration’s,government-wide System for Award Management Exclusions (SAM Exclusions),in accordance with the OMB guidelines at 2 C.F.R Part 180 that implement E.O.s 12549 (3 C.F.R.,1986 Comp.,p.189)and 12689 (3 C.F.R.,1989 Comp.,p.235),“Debarment and Suspension.”The NFWF Subrecipient further provides that it shall not enter into any subaward,contract or other agreement using funds provided by NFWF with any party listed on the SAM Exclusions in accordance with Executive Orders 12549 and 12689.The SAM Exclusions can be found at https://www.sam.gov/portal/public/SAM/. 3.5.Conflicts of Interest. By execution of this Agreement,NFWF Subrecipient acknowledges that it is prohibited from using any Project funds received under this Agreement in a manner which may give rise to an apparent or actual conflict of interest,including organizational conflicts of interest,on the part of the NFWF Subrecipient.Such a conflict of interest would arise when the employee,officer,or agent,any member of his or her immediate family,his or her partner,or an organization which employs or is about to employ any of the parties indicated herein,has a financial or other interest in or a tangible personal benefit from a firm considered for a contract.The officers,employees,and agents of NFWF Subrecipient may neither solicit nor accept gratuities,favors,or anything of monetary value from contractors or parties to subcontracts.An organizational conflict of interest is defined as a relationship that because of relationships with a parent company,affiliate,or subsidiary organization,the non-federal entity is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization.The NFWF Subrecipient represents and certifies that it has adopted a conflict of interest policy that,at a minimum,complies with the requirements of the OMB Uniform Guidance,and will comply with such policy in the use of any Project funds received under this Agreement.NFWF Subrecipient may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers,employees,or agents of NFWF Subrecipient.If NFWF Subrecipient becomes aware of any actual or potential conflict of interest or organizational conflict of interest,during the course of performance of this Agreement,NFWF Subrecipient will immediately notify NFWF in writing of such actual or potential conflict of interest, whether organizational or otherwise.   Item 2.2       Packet pg. 23/77   Item 2.2       Packet pg. 23/77 Page 17 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 SECTION 4 REPRESENTATIONS,CERTIFICATIONS,AND OTHER STATEMENTS RELATING TO FEDERAL FUNDS – GENERAL 4.1.If the Funding Source or any funding entity (i.e.,a secondary funding source)is a federal agency and/or any portion of the Project provided herein is paid with federal funds,the NFWF Subrecipient must read and understand certain applicable federal regulations,including but not limited to, the following in Sections 4 and 5 of this Agreement as set forth herein. The NFWF Subrecipient will need to understand and comply with the OMB Uniform Guidance (including related Supplements as may be applicable to a specific federal funding source(s),and Appendices as may be applicable),in addition to other applicable federal regulations.This includes, but is not limited to,the provisions of the Federal Funding Accountability and Transparency Act (FFATA),which includes requirements on executive compensation,and also requirements implementing the Act for the non-federal entity at 2 CFR part 25 Financial Assistance Use of Universal Identifier and System for Award Management and 2 CFR part 170 Reporting Subaward and Executive Compensation Information.The most recent version of the Electronic Code of Federal Regulations can be found at https://www.ecfr.gov/. 4.2.2 CFR § 200 Subpart F Audits. It is the responsibility of the NFWF Subrecipient to arrange for audits as required by 2 CFR Part 200, Subpart F –Audit Requirements.The NFWF Subrecipient shall notify NFWF in writing about 2 CFR Subpart F audit findings related to projects funded by NFWF pass-through funds.The NFWF Subrecipient understands that NFWF may require the NFWF Subrecipient to take corrective action measures in response to a deficiency identified during an audit. 4.3. Real and Personal Property. In accordance with 2 C.F.R.§200.316 (Property trust relationship),real property,equipment,and intangible property acquired or improved with federal funds must be held in trust by the NFWF Subrecipient as trustee for the beneficiaries of the project or program under which the property was acquired or improved.This trust relationship exists throughout the duration of the property’s estimated useful life during which time the Federal Government retains an undivided,equitable reversionary interest in the property (Federal Interest).During the duration of the Federal Interest, the NFWF Subrecipient must comply with all use,reporting,and disposition requirements and restrictions as set forth in 2 C.F.R.§§200.310 (Insurance coverage)through 200.316 (Property trust relationship) and 200.329 (Reporting on real property), as applicable. 4.4. Mandatory Disclosure. NFWF Subrecipient must disclose,in a timely manner,in writing to NFWF all violations of federal criminal law involving fraud,bribery,or gratuity violations potentially affecting the federal award. Failure to make required disclosures can result in any of the remedies described in this Agreement, including termination,and any remedies provided under law,including suspension or debarment by cognizant federal authorities. 4.5.        Trafficking in Persons. Pursuant to section 106(a)of the Trafficking Victims Protection Act of 2000,as amended (22 U.S.C. 7104(g))(codified at 2 C.F.R.Part 175),NFWF Subrecipient shall comply with the below provisions.  Further,NFWF Subrecipient shall flow down these provisions in all subawards and contracts, including a requirement that Subrecipients similarly flow down these provisions in all lower-tiered subawards and subcontracts. The provision is cited herein:   Item 2.2       Packet pg. 24/77   Item 2.2       Packet pg. 24/77 Page 18 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 I.       Trafficking in persons. a.    Provisions applicable to a recipient that is a private entity. 1.   You as the recipient,your employees,subrecipients under this award,and subrecipients' employees may not— i.     Engage in severe forms of trafficking in persons during the period of time that the award is in effect; ii.    Procure a commercial sex act during the period of time that the award is in effect; or iii.   Use forced labor in the performance of the award or subawards under the award. 2.   We as the federal awarding agency’s pass-through entity may unilaterally terminate this award,without penalty,if you or a subrecipient that is a private entity — i.Is determined to have violated a prohibition in paragraph a.1 of this award term; or ii.Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a.1 of this award term through conduct that is either— A.Associated with performance under this award; or B.Imputed to you or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180,“OMB Guidelines to Agencies on Government-wide Debarment and Suspension (Nonprocurement),”. b.   Provision applicable to a recipient other than a private entity.We as the federal awarding agency’s pass-through entity may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity- 1.   Is determined to have violated an applicable prohibition in paragraph a.1 of this award term; or 2.   Has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in paragraph a.1 of this award term through conduct that is either— i.Associated with performance under this award; or ii.Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180,“OMB Guidelines to Agencies on Government-wide Debarment and Suspension (Nonprocurement),”. c.     Provisions applicable to any recipient. 1.   You must inform us immediately of any information you receive from any source alleging a violation of a prohibition in paragraph a.1 of this award term. 2.   Our right to terminate unilaterally that is described in paragraph a.2 or b of this section: i.Implements section 106(g)of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and ii.Is in addition to all other remedies for noncompliance that are available to us under this award.   Item 2.2       Packet pg. 25/77   Item 2.2       Packet pg. 25/77 Page 19 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 3.You must include the requirements of paragraph a.1 of this award term in any subaward you make to a private entity. d.    Definitions. For purposes of this award term: 1.    “Employee” means either: i.     An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this award; or ii.    Another person engaged in the performance of the project or program under this award and not compensated by you including,but not limited to,a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing or matching requirements. 2.   “Forced labor”means labor obtained by any of the following methods:the recruitment,harboring,transportation,provision,or obtaining of a person for labor or services,through the use of force,fraud,or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. 3.    “Private entity”: i.Means any entity other than a State,local government,Indian tribe, or foreign public entity, as those terms are defined in 2 CFR 175.25. ii.Includes: A.A nonprofit organization,including any nonprofit institution of higher education,hospital,or tribal organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b). B.A for-profit organization. 4.“Severe forms of trafficking in persons,”“commercial sex act,”and “coercion” have the meanings given at section 103 of the TVPA,as amended (22 U.S.C. 7102). 4.6.41 United States Code (U.S.C.)4712,Enhancement of Recipient and Subrecipient Employee Whistleblower Protection: (a)This award,related subawards,and related contracts over the simplified acquisition threshold and all employees working on this award,related subawards,and related contracts over the simplified acquisition threshold are subject to the whistleblower rights and remedies established at 41 U.S.C. 4712. (b)Recipients,their subrecipients,and their contractors awarded contracts over the simplified acquisition threshold related to this award,shall inform their employees in writing,in the predominant language of the workforce,of the employee whistleblower rights and protections under 41 U.S.C. 4712. (c)The recipient shall insert this clause,including this paragraph (c),in all subawards and contracts over the simplified acquisition threshold related to this award. 4.7.41 USC §6306,Prohibition on Members of Congress Making Contracts with Federal Government. No member of or delegate to Congress or Resident Commissioner shall be admitted to any share or part of this award,or to any benefit that may arise therefrom;this provision shall not be construed to extend to an award made to a corporation for the public’s general benefit.NFWF Subrecipient shall flow down this provision in all subawards and contracts,including a requirement that subrecipients similarly flow down this provision in all lower-tiered subawards and subcontracts.   Item 2.2       Packet pg. 26/77   Item 2.2       Packet pg. 26/77 Page 20 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 4.8.Executive Order 13513,Federal Leadership on Reducing Text Messaging while Driving. (Sub)Recipients are encouraged to adopt and enforce policies that ban text messaging while driving,including conducting initiatives of the type described in section 3(a)of the order.NFWF Subrecipient shall flow down this provision in all subawards and contracts,including a requirement that subrecipients similarly flow down this provision in all lower-tiered subawards and subcontracts. 4.9.43 CFR §18 New Restrictions on Lobbying. By execution of this Agreement,the NFWF Subrecipient agrees to comply with 43 CFR 18,New Restrictions on Lobbying, and certifies to the following statements: (a)No federal appropriated funds have been paid or will be paid,by or on behalf of the NFWF Subrecipient,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress,and officer or employee of Congress,or an 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 any federal contract,grant,loan, or cooperative agreement. (b)If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL,“Disclosure Form to Report Lobbying”in accordance with its instructions. (c)The NFWF Subrecipient shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts,subgrants,and contracts under grants,loans,and cooperative agreements)and that all Subrecipients shall certify accordingly.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,as represented by execution of this Agreement,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 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. All liability arising from an erroneous representation shall be borne solely by the entity filing that representation and shall not be shared by any entity to which the erroneous representation is forwarded.Submitting an erroneous certification or disclosure constitutes a failure to file the required certification or disclosure,respectively.If a person fails to file a required certification or disclosure,the United States may pursue all available remedies,including those authorized by section 1352, title 31 of the U.S. Code. 4.10. Prohibition on Issuing Financial Assistance Awards to Entities that Require Certain Internal Confidentiality Agreements. The NFWF Subrecipient must not require their employees,subrecipients,or contractors seeking to report fraud,waste,or abuse to sign internal confidentiality agreements or statements prohibiting or otherwise restricting such employees,subrecipients,or contractors from lawfully reporting such   Item 2.2       Packet pg. 27/77   Item 2.2       Packet pg. 27/77 Page 21 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 waste,fraud,or abuse to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information.The NFWF Subrecipient must notify their employees,subrecipients,or contractors that existing internal confidentiality agreements covered by this condition are no longer in effect. 4.11. Drug-Free Workplace. The NFWF Subrecipient must make an ongoing,good faith effort to maintain a drug-free workplace pursuant to the specific requirements set forth in 41 USC Chapter 81 Drug-Free Workplace. 4.12. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. (Effective 8/13/2020) As required by 2 CFR 200.216,the NFWF Subrecipient is prohibited from obligating or expending funds awarded under this Agreement to procure or obtain;extend or renew a contract to procure or obtain;or enter into a contract (or extend or renew a contract)to procure or obtain equipment, services,or systems that use covered telecommunications equipment or services from Huawei Technologies Company,ZTE Corporation,Hytera Communications Corporation,Hangzhou Hikvision Digital Technology Company,and Dahua Technology Company,or any other company,including affiliates and subsidiaries,owned or controlled by the People's Republic of China,which are a substantial or essential component of any system,or as critical technology as part of any system. By and through the NFWF Subrecipient’s execution of this Agreement,the NFWF Subrecipient warrants and represents that the NFWF Subrecipient will not obligate or expend funds awarded under this Agreement for “covered telecommunications equipment or services”(as this term is defined and this restriction is imposed under 2 CFR 200.216). 4.13 Prohibition on Certain Drones and Uncrewed Aerial Systems. Pursuant to the American Security Drone Act (ASDA),effective December 22,2025,and implementing guidance or regulations,the NFWF Subrecipient is prohibited from obligating or expending funds awarded under this Agreement to use,operate,purchase,procure,or otherwise acquire any drone or uncrewed aerial systems (UAS)included on the Covered Foreign Entities (CFE) List. This prohibition applies to both newly acquired UAS and any existing UAS used in connection with activities funded under this Agreement,regardless of whether such systems were acquired prior to the effective date of this provision. By execution of this Agreement,the NFWF Subrecipient warrants and represents that it has reviewed,or will review,its UAS inventory and any planned acquisitions to ensure compliance with the ASDA and shall take appropriate corrective action if any noncompliant systems are identified. The NFWF Subrecipient shall flow down the requirements of this provision to all subawards, subcontracts,and other lower-tier agreements funded in whole or in part with federal funds under this Agreement. 4.14. Domestic Preference for Procurements. a)Under this Agreement and in accordance with 2 C.F.R.§200.322,the NFWF Subrecipient shall to the greatest extent practicable,provide a preference for the purchase,acquisition, or use of goods,products or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). b)For purposes of this agreement, the following definitions apply:   Item 2.2       Packet pg. 28/77   Item 2.2       Packet pg. 28/77 Page 22 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 i.“Produced in the United States”means,for iron and steel products,that all manufacturing processes,from the initial melting stage through the application of coatings, occurred in the United States; and ii.“Manufactured products”means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum;plastics and polymer- based products such as polyvinyl chloride pipe;aggregates such as concrete;glass, including optical fiber; and lumber.   Item 2.2       Packet pg. 29/77   Item 2.2       Packet pg. 29/77 Page 23 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 SECTION 5 REPRESENTATIONS,CERTIFICATIONS,AND OTHER STATEMENTS RELATING TO FEDERAL FUNDS –FUNDING SOURCE SPECIFIC NFWF Subrecipient acknowledges that when all or part of this Agreement is funded by a federal award that certain representations,certifications,and other statements relating to the use of such funds or performance of the Project may be necessary.These representations,certifications and other statements are set forth below.Unless otherwise stated in this Agreement,the execution and submission of this Agreement serves as affirmative acknowledgement of an agreement with the below representations,certifications,and other statements.Further,should circumstances of the NFWF Subrecipient change during the performance of this Agreement that would render one of these representations,certifications and/or other statements inaccurate,invalid or incorrect, the NFWF Subrecipient shall promptly notify NFWF of such change in circumstance.Finally,NFWF reserves the right to update and require subsequent acknowledgement of an agreement with new or revised representations,certifications,and other statements at no additional cost under this Agreement. FC. A087 Grant Terms Department of Commerce (DOC) Compliance Requirements. The NFWF Subrecipient must comply with the terms and conditions of a DOC financial assistance award,including applicable provisions of the OMB Uniform Guidance (2 C.F.R.Part 200),and all associated Terms and Conditions set forth in the Department of Commerce Financial Assistance Standard Terms and Conditions Dated October 1,2024,available at https://www.commerce.gov/sites/default/files/2024- 09/Department%20of%20Commerce%20Federal%20Financial%20Assistance%20Manual%202024- vF.pdf.See 2 C.F.R.§200.101(b)(1)(Applicability),which describes the applicability of 2 C.F.R.Part 200 to various types of Federal awards and §§200.331-333 (Subrecipient monitoring and management).Additionally,the NFWF Subrecipient must flow these requirements down to all subrecipients and contractors, including lower tier subrecipients. Foreign Air Carrier. The recipient shall comply with the provisions of the Fly America Act (49 U.S.C.40118).The implementing regulations of the Fly America Act are found at 41 C.F.R.301-10.131 through 301- 10.143.If a foreign air carrier is anticipated to be used for any portion of travel under this award the recipient must receive prior approval from NFWF. Required Use of American Iron,Steel,Manufactured Products,and Construction Materials. If applicable,and pursuant to the Infrastructure Investment and Jobs Act (“IIJA”),Pub.L.No.117- 58,which includes the Build American,Buy American (BABA)Act,Pub.L.No.117-58,§§70901-52 and OMB M-22-11,recipients of an award of Federal financial assistance from the Department of   Item 2.2       Packet pg. 30/77   Item 2.2       Packet pg. 30/77 Page 24 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 Commerce (DOC)are hereby notified that none of the funds provided under this award may be used for a project for infrastructure unless:(1)all iron and steel used in the project are produced in the United States–this means all manufacturing processes,from the initial melting stage through the application of coatings,occurred in the United States;(2)all manufactured products used in the project are produced in the United States—this means the manufactured product was manufactured in the United States;and the cost of the components of the manufactured product that are mined,produced,or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product,unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation;and (3)all construction materials are manufactured in the United States—this means that all manufacturing processes for the construction material occurred in the United States.The Buy America preference only applies to articles,materials,and supplies that are consumed in,incorporated into,or affixed to an infrastructure project.As such,it does not apply to tools,equipment,and supplies,such as temporary scaffolding,brought to the construction site and removed at or before the completion of the infrastructure project.Nor does a Buy America preference apply to equipment and furnishings,such as movable chairs,desks,and portable computer equipment,that are used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project.This requirement also applies to subrecipients. Waivers:When necessary,recipients may apply for,and DOC may grant,a waiver from these requirements.DOC will notify the recipient for information on the process for requesting a waiver from these requirements.When DOC has made a determination that one of the following exceptions applies,the awarding official may waive the application of the domestic content procurement preference in any case in which DOC determines that:a.applying the domestic content procurement preference would be inconsistent with the public interest;b.the types of iron,steel,manufactured products,or construction materials are not produced in the United States in sufficient and reasonably available quantities or of a satisfactory quality;or c.the inclusion of iron,steel,manufactured products,or construction materials produced in the United States will increase the cost of the overall project by more than 25 percent.A request to waive the application of the domestic content procurement preference must be in writing.DOC will provide instructions on the format,contents,and supporting materials required for any waiver request.Waiver requests are subject to public comment periods of no less than 15 days and must be reviewed by the Made in America Office.There may be instances where an award qualifies,in whole or in part, for an existing waiver described at whitehouse.gov/omb/management/made-in-america. Definitions:“Construction materials”includes an article,material,or supply—other than an item of primarily iron or steel;a manufactured product;cement and cementitious materials;aggregates such as stone,sand,or gravel;or aggregate binding agents or additives —that is or consists primarily of:non-ferrous metals;plastic and polymer-based products (including polyvinyl chloride, composite building materials,and polymers used in fiber optic cables);glass (including optic glass); lumber;or drywall.“Domestic content procurement preference’’means all iron and steel used in the project are produced in the United States;the manufactured products used in the project are produced in the United States;or the construction materials used in the project are produced in   Item 2.2       Packet pg. 31/77   Item 2.2       Packet pg. 31/77 Page 25 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 the United States.“Infrastructure”includes,at a minimum,the structures,facilities,and equipment for,in the United States,roads,highways,and bridges;public transportation;dams,ports,harbors, and other maritime facilities;intercity passenger and freight railroads;freight and intermodal facilities;airports;water systems,including drinking water and wastewater systems;electrical transmission facilities and systems;utilities;broadband infrastructure;and buildings and real property.Infrastructure includes facilities that generate,transport,and distribute energy.‘‘Project’’ means the construction,alteration,maintenance,or repair of infrastructure in the United States.-- 1 Excludes cement and cementitious materials,aggregates such as stone,sand,or gravel,or aggregate binding agents or additives. 2 IIJA, § 70917(c)(1). Implementation of Domestic Sourcing Requirements Prior to initiation of any construction that may arise in this award,the NFWF Subrecipient is required to inform NFWF whether it is using iron,steel,manufactured products,or construction materials as described in "Required Use of American Iron,Steel,Manufactured Products,and Construction Materials"above.In addition,the NFWF Subrecipient is required to inform the NFWF whether those materials are produced or manufactured in the United States,or alternatively,it is requesting one or more waivers, as described in the award condition. Field Work. The NFWF Subrecipient is required to follow recognized best practices for minimizing impacts to the human and natural environment when applicable and will provide for safety in their projects as needed,including addressing the safety of personnel,associates,visitors,and volunteers in their projects.In addition,any use of unoccupied aircraft systems in projects under this award must be in compliance with all applicable Federal Aviation Administration regulations,and any other applicable federal, state, or local regulations. In addition,for any Self-Contained Underwater Breathing Apparatus (SCUBA)diving activities in a project,it is the responsibility of the NFWF Subrecipient to ensure that SCUBA divers are certified to a level commensurate with the type and conditions of the diving activity being undertaken. Furthermore,it is the responsibility of the NFWF Subrecipient to ensure that any SCUBA diving activities under this award meet,at a minimum,all applicable Federal,State,and local laws and regulations pertaining to the type of SCUBA diving being undertaken. Equipment Reporting. Equipment or supplies (aggregate supplies,not per unit)at a cost of $10,000 or greater per unit value,including its fair market value,must be inventoried at least once every two years and at award closeout (2 CFR 200.313).NFWF Subrecipients may use the outdated SF-428 form series to report on tangible property or submit their own customized report including a description of federally owned equipment,identification information,acquisition cost,and acquisition date.More guidance on property definitions and forms is posted online at coast.noaa.gov/funding/forms.html.   Item 2.2       Packet pg. 32/77   Item 2.2       Packet pg. 32/77 Page 26 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 Data Sharing Directive. The Data and Publication Sharing Directive for NOAA Grants,Cooperative Agreements,and Contracts ensures that environmental data funded extramurally by NOAA are made publicly accessible in a timely fashion (typically within two years of collection),and that final manuscripts of peer-reviewed research papers are deposited with the NOAA Central Library (upon acceptance by the journal,or no later than at time of publication).Therefore,non-Federal entities,or recipients, must make data produced under financial assistance publicly accessible in accordance with the Data Management Plan included with the Proposal,unless the grant program grants a modification or an exemption. The text of the Directive is available at https://nosc.noaa.gov/EDMC/PD.DSP.php. a)Data Sharing:Environmental data collected or created under this Grant,Cooperative Agreement,or Contract must be made publicly visible and accessible in a timely manner, free of charge or at minimal cost that is no more than the cost of distribution to the user, except where limited by law,regulation,policy,or national security requirements.Data are to be made available in a form that would permit further analysis or reuse:data must be encoded in a machine-readable format,preferably using existing open format standards; data must be sufficiently documented,preferably using open metadata standards,to enable users to independently read and understand the data.The location (internet address)of the data should be included in the final report.Pursuant to NOAA Information Quality Guidelines,data should undergo quality control (QC)and a description of the QC process and results should be referenced in the metadata.Failure to perform quality control does not constitute an excuse not to share data.Data without QC are considered “experimental products”and their dissemination must be accompanied by explicit limitations on their quality or by an indicated degree of uncertainty. b)Timeliness:Data accessibility must occur no later than publication of a peer-reviewed article based on the data,or two years after the data are collected and verified,or two years after the original end date of the grant (not including any extensions or follow-on funding),whichever is soonest,unless a delay has been authorized by the NOAA funding program. c)Disclaimer:Data produced under this award and made available to the public must be accompanied by the following statement:"These data and related items of information have not been formally disseminated by NOAA,and do not represent any agency determination, view, or policy." d)Failure to Share Data:Failing or delaying to make environmental data accessible in accordance with the submitted Data Management Plan,unless authorized by the NOAA Program,may lead to enforcement actions,and will be considered by NOAA when making future award decisions.Funding recipients are responsible for ensuring these conditions are also met by sub-recipients and subcontractors. e)Funding acknowledgement:Federal funding sources shall be identified in all scholarly publications.An Acknowledgements section shall be included in the body of the publication stating the relevant Grant Programs and Award Numbers.In addition,funding sources shall be reported during the publication submission process using the FundRef mechanism (http://www.crossref.org/fundref/) if supported by the Publisher.   Item 2.2       Packet pg. 33/77   Item 2.2       Packet pg. 33/77 Page 27 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 f)Manuscript submission:The final pre-publication manuscripts of scholarly publications produced with NOAA funding shall be submitted to the NOAA Institutional Repository at http://library.noaa.gov/repository after acceptance,and no later than upon publication,of the paper by a journal.NOAA will produce a publicly-visible catalog entry directing users to the published version of the article.After an embargo period of one year after publication, NOAA shall make the manuscript itself publicly visible,free of charge,while continuing to direct users to the published version of record. g)Data Citation:Publications based on data,and new products derived from source data, must cite the data used according to the conventions of the Publisher,using unambiguous labels such as Digital Object Identifiers (DOIs).All data and derived products that are used to support the conclusions of a peer-reviewed publication must be made available in a form that permits verification and reproducibility of the results. Scientific Integrity. a)Maintaining Integrity.The NFWF Subrecipient shall maintain the scientific integrity of research performed pursuant to this grant or financial assistance award including the prevention,detection,and remediation of any allegations regarding the violation of scientific integrity or scientific and research misconduct,and the conduct of inquiries, investigations,and adjudications of allegations of violations of scientific integrity or scientific and research misconduct.All the requirements of this provision flow down to subrecipients. b)Peer Review.The peer review of the results of scientific activities under a NOAA grant, financial assistance award,or cooperative agreement shall be accomplished to ensure consistency with NOAA standards on quality,relevance,scientific integrity,reproducibility, transparency,and performance.NOAA will ensure that peer review of "influential scientific information"or "highly influential scientific assessments"is conducted in accordance with the Office of Management and Budget (OMB)Final Information Quality Bulletin for Peer Review and NOAA policies on peer review, such as the Information Quality Guidelines. c)In performing or presenting the results of scientific activities under the NOAA grant, financial assistance award,or cooperative agreement and in responding to allegations regarding the violation of scientific integrity or scientific and research misconduct,the NFWF Subrecipient and all subrecipients shall comply with the provisions herein and NOAA Administrative Order (NAO)202-735D,Scientific Integrity,and its Procedural Handbook, including any amendments thereto.That Order can be found at https://nrc.noaa.gov/ScientificIntegrityCommons.aspx. d)Primary Responsibility.The NFWF Subrecipient shall have the primary responsibility to prevent,detect,and investigate allegations of a violation of scientific integrity or scientific and research misconduct.Unless otherwise instructed by the grants officer,the recipient shall promptly conduct an initial inquiry into any allegation of such misconduct and may rely on its internal policies and procedures, as appropriate, to do so. e)By executing this grant,financial assistance award,or cooperative agreement the NFWF Subrecipient provides its assurance that it has established an administrative process for performing an inquiry,investigating,and reporting allegations of a violation of scientific   Item 2.2       Packet pg. 34/77   Item 2.2       Packet pg. 34/77 Page 28 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 integrity or scientific and research misconduct;and that it will comply with its ownadministrative process for performing an inquiry,investigation,and reporting of such misconduct. f)The NFWF Subrecipient shall insert this provision in all subawards at all tiers under this grant, financial assistance award, or cooperative agreement. Invasive Species Control. Pursuant to Executive Order #13112,recipients of NOAA funding cannot implement any actions that are likely to cause or promote the introduction or spread of invasive species,and should provide for restoration of native species and habitat conditions in ecosystems that have been invaded.The NFWF Subrecipient is expected to take positive steps to prevent the introduction of invasive species,provide for control of invasive species,and minimize the economic,ecological, and human health impacts that invasive species cause.Where possible and/or practicable,the NFWF Subrecipient should also respond rapidly to and control populations of invasive species in an environmentally sound manner,promote public education on invasive species,and conduct post- construction monitoring to ensure that impacts on native species did not occur (as applicable). NOAA can provide additional guidance on the detection,control and prevention of invasive species impacts upon request.   Item 2.2       Packet pg. 35/77   Item 2.2       Packet pg. 35/77 Page 29 of 29 0318.26.088269 (Preliminary Designs to Reduce Flooding and Create Estuary Habitat in Edmonds Marsh (WA)) Template: 1/29/2026 SECTION 6 OTHER REPRESENTATIONS,CERTIFICATIONS,STATEMENTS AND CLAUSES NFWF Subrecipient acknowledges that all or part of this Agreement may be funded by a non- federal source that requires certain representations,certifications,and other statements relating to the use of such funds or performance of the Project.These representations,certifications and other statements are set forth below.Unless otherwise stated in this Agreement,the execution and submission of this Agreement serves as affirmative acknowledgement of an agreement with the below representations,certifications,and other statements.Further,should circumstances of the NFWF Subrecipient change during the performance of this Agreement that would render one of these representations,certifications and/or other statements inaccurate,invalid or incorrect, the NFWF Subrecipient shall promptly notify NFWF of such change in circumstance.Finally,NFWF reserves the right to update and require subsequent acknowledgement of an agreement with new or revised representations,certifications,and other statements at no additional cost under this Agreement. None.   Item 2.2       Packet pg. 36/77   Item 2.2       Packet pg. 36/77 City Council Agenda Item 2.3 August 18, 2026 - Parks and Public Works (PPW) Committee TITLE:Approval to Prepare and Advertise a Request for Qualifications – Edmonds Marsh Preliminary Design (First Reading) DEPARTMENT:Engineering PRESENTER:Mike De Lilla NEEDED FROM COUNCIL:Action RECOMMENDATION:Forward item to the consent agenda for approval. BUDGET: Total Dollar Amount:$1,066,140 ☐ Approved in Budget Fund(s):422 ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: The City has been awarded a $677,400 grant from the National Fish and Wildlife Foundation (NFWF) to advance the Edmonds Marsh project into preliminary design. The grant will support development of a preliminary 30% design, for the reconnection and restoration of the Edmonds Marsh. To complete the grant-funded preliminary work, the City will need to retain a qualified consultant with the appropriate engineering, environmental, and technical expertise. Since the project is not listed in the City’s 2026 Capital Facility Program/Capital Facility Plan, staff is requesting City Council approval for staff to prepare a Request for Qualifications (RFQ) in order for consultants to submit qualifications to the City to provide design and consulting services for this project. CONTEXT, ANALYSIS, & ALTERNATIVES: The proposed consultant procurement is the next step in advancing the Edmonds Marsh project following completion of the Edmonds Marsh Planning Study in 2025. Staff intends to develop an RFQ to solicit statements of qualification for firms interested in providing professional consulting /design services for the Edmonds Marsh Restoration project. The RFQ will be structured to identify firms with the technical expertise and experience necessary to advance the project from the completed planning study to the 30% preliminary design. Staff is requesting authorization at this time to prepare the RFQ and once completed, advertise the solicitation in accordance with the City’s procurement requirements. Following   Item 2.3       Packet pg. 37/77   Item 2.3       Packet pg. 37/77 advertisement, staff will evaluate the submittals using the criteria established in the RFQ and proceed with the consultant selection process and a selection recommendation for council approval. RECOMMENDATION: Forward item to the consent agenda for approval. BUDGET IMPACTS: None. The consultant services will be funded through the NFWF grant awarded for the Edmonds Marsh Preliminary Design project, with matching funds coming from the Marsh Preservation Fund and Citizen Donations as listed below. Total Project Value: $1,066,140 Total Grant Award: $677,400 Matching Funds: $388,740 ($98,240 - City Match & $240,500 Citizen Volunteer Hours and donations) Fund(s): Storm Utility 422 (reimbursed by Marsh Preservation Fund 017, NFWF Grant and Citizen donations) ITEM HISTORY: April 14, 2026 – A budget amendment was approved by Council to program the project funding. ADDITIONAL INFORMATION: ATTACHMENTS: n/a   Item 2.3       Packet pg. 38/77   Item 2.3       Packet pg. 38/77 City Council Agenda Item 2.4 August 18, 2026 - Parks and Public Works (PPW) Committee TITLE:Interlocal Agreement with WSDOT for Highway 99 Revitalization Project - Stage 4 (First Reading) DEPARTMENT:Engineering PRESENTER:Mike De Lilla/Bertrand Hauss NEEDED FROM COUNCIL:Input RECOMMENDATION:Forward item to the consent agenda for approval. BUDGET: Total Dollar Amount:n/a ☐ Approved in Budget Fund(s):n/a ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: WSDOT and the City of Edmonds are completing an Interlocal Agreement since the Design, Right-of-Way, and Construction costs related to the overlay and Complete Streets elements (not included in initial project scope of work) will be paid by the Washington State Department of Transportation (WSDOT). CONTEXT, ANALYSIS, & ALTERNATIVES: The Highway 99 Revitalization project aims to extend Shoreline’s successful corridor improvements through Edmonds, from 244th St. SW to 212th St. SW. Since full corridor upgrades would be costly, the 2.25-mile stretch is divided into seven segments. The Stage 4 project segment, from 224th St. SW to 220th St. SW, focuses on increasing intersection capacity at Highway 99 and 220th St. SW by adding a second left-turn lane for northbound, southbound, and westbound traffic. In addition, it also delivers streetscape upgrades including planter strips, bike lanes, new sidewalks, enhanced street and pedestrian lighting, roadway overlay, and utility upgrades—including converting existing overhead lines to underground. WSDOT is responsible for overlaying this segment of Highway 99, and the work was already included in their near-term overlay schedule. In 2022, the Washington State Legislature added a Complete Streets requirement (RCW 47.04.035), directing WSDOT to incorporate design elements that improve safety, mobility, and accessibility for all users in mind including pedestrians, bicyclists, and transit riders and to integrate the state route into the City’s local road network. This requirement applies to state projects entering design after July 1, 2022, with budgets of $500,000 or more.   Item 2.4       Packet pg. 39/77   Item 2.4       Packet pg. 39/77 Since these Complete Streets features were not part of the original project scope, WSDOT and the City of Edmonds are preparing an Interlocal Agreement confirming that WSDOT will fund the Design, Right-of-Way, and Construction costs associated with the overlay and the added Complete Streets elements. WSDOT-funded items include: Full roadway overlay from 224th St. SW to 220th St. SW (100% WSDOT-funded) Bike lanes on both sides of the segment (100% WSDOT-funded) Driveway grading related to bike lane installation (50% WSDOT-funded) Increased wall height north of Highway 99 at 220th St. SW Drainage upgrades Pavement markings and signage Regrading of 224th St. SW on the west side of Highway 99 (50% WSDOT-funded) A similar Interlocal Agreement was executed and approved by Council in 2025 for Stage 3 of the Highway 99 Revitalization Project. The City will submit monthly invoices to WSDOT for reimbursement. The total Design, Right-of-Way, and Construction cost for this work is still being finalized and will be detailed in a Cost Sharing document provided in a future Council Agenda Memo. If actual design or construction costs increase, both parties will execute a written amendment to the Agreement. Current estimated costs: Design Phase: $4.5 million Right-of-Way Phase: $9.1 million RECOMMENDATION: Forward item to the consent agenda for approval. BUDGET IMPACTS: n/a ITEM HISTORY: n/a ADDITIONAL INFORMATION: ATTACHMENTS: Attachment 1 – Agreement   Item 2.4       Packet pg. 40/77   Item 2.4       Packet pg. 40/77 GCC 1120 Page 1 of 6 GCC 1120 Agreement between the Washington State Department of Transportation and the City of Edmonds Preliminary Engineering and Right of Way SR 99 This Agreement is made and entered into between the Washington State Department of Transportation (“WSDOT”) and the City of Edmonds, a political subdivision of the State of Washington (“City”), collectively the “Parties” and individually the “Party.” RECITALS 1. The City will perform work on WSDOT’s right of way as part of the City’s Highway 99 Revitalization Stage 4 Project (“Project”). The Project includes, but is not limited to, design and construction of wider replacement sidewalks, bike lanes, new street lighting, crosswalks, landscaping, intersection improvements, and other improvements. The approximate Project limits are 224th Street SW to 220th Street SW along SR 99, as shown in Exhibit A. 2. WSDOT wishes to add the paving of SR 99 to the City’s Project. This paving will generate additional Complete Streets elements. In 2022, the Washington State Legislature added a Complete Streets requirement in RCW 47.04.035. This directs WSDOT that “in order to improve the safety, mobility and accessibility of state highways, it is the intent of the Legislature that the department must incorporate the principles of complete streets with facilities that provide street access with all users in mind, including pedestrians, bicyclists and public transportation users” and "integrate the state route into the local network" for “state transportation projects starting design on or after July 1, 2022 and that are $500,000 or more.” 3. At WSDOT’s sole cost and expense, the City has agreed to perform the Preliminary Engineering (PE) and Right of Way work for the design development needed for the future Project paving of SR 99 and related additional Complete Streets elements, collectively the “Work.” 4. This Agreement will set forth the terms of the City’s Work and WSDOT’s reimbursement of the City for the Work. Subsequent to execution of this Agreement and after further design development, the Parties intend to enter into a separate construction agreement to add work to the Project contract. NOW THEREFORE, pursuant to RCW 47.28.140, the above recitals that are incorporated herein as if fully set forth below, and in consideration of the terms, covenants, conditions, and performances contained herein, and the attached Exhibit A and Exhibit B, that are incorporated herein by this reference, IT IS MUTUALLY AGREED AS FOLLOWS: 1. WORK BY CITY 1.1 The City, at WSDOT’s sole cost and expense, will carry out the “Work,” as shown in Exhibit B and as further specified in this Agreement. The Work includes, but is not limited to, review and revisions of Project Plans, Specifications and Estimate (PS&E) associated with the paving of SR 99 and related additional Complete Streets elements,   Item 2.4       Packet pg. 41/77   Item 2.4       Packet pg. 41/77 GCC 1120 Page 2 of 6 and right of way, as shown in Exhibit B. The City will conduct Project reviews at 60%, 90%, 100%, and Proof Copy milestones. Each review conducted by the City will consist of the following sequence: 1.1.1 The City will compile and prepare the PS&E consistent with Exhibit B and the terms of this Agreement. 1.1.2 The City will provide WSDOT with an electronic copy of the PS&E for each submittal requesting review and comment. The City will give WSDOT as much advance notice of upcoming submittals as reasonably possible. 1.1.3 WSDOT will review each submittal and return comments to the City within a maximum of twenty-eight (28) calendar days after receipt of each submittal. 1.1.4 The City will compile all City comments related to the submittal and submit to WSDOT for review. WSDOT will provide approval or rejection of the comments within twenty (20) calendar days. 1.1.5 WSDOT agrees to meet with the City within ten (10) calendar days from receipt of rejection to resolve any rejected comments. 1.2 The City may utilize contractors and/or consultants to fulfill part of the City’s Work obligation but the City remains responsible for performance of the Work pursuant to this Agreement. 1.3 WSDOT will provide, at its sole expense, a WSDOT staff representative at coordination meetings with the City staff during the design development phase of the Project. Coordination meetings between the City and WSDOT will be held at least once a month. Meetings can be held virtually or in person as means and availabilities require. When appropriate, WSDOT will provide representative(s) to advise in design decisions, plan revisions, and/or right of way questions that require WSDOT approval. 2. REIMBURSEMENT BY WSDOT 2.1 WSDOT, in consideration of the faithful performance of the Work performed by the City, will reimburse the City for the actual direct and related indirect costs of the Work, up to the amount of TOTAL AMOUNT ($YYY,YYY), as shown in Exhibit B. The total estimated amount of $YYY,YYY is the sum of Preliminary Engineering for Paving ($YYY,YYY) and Complete Streets ($YYY,YYY), and Right of Way ($YYY,YYY). Reimbursement will be made in accordance with the terms of Section 3 below. 2.2 In the event that the actual direct and related indirect costs of the Work by the City are anticipated to exceed $YYY,YYY, the Parties may, if they mutually agree, negotiate a written Amendment to this Agreement pursuant to Section 6.1 to address said increase. 3. PAYMENT 3.1 The City will, not more than once per month, submit an invoice to WSDOT for Work performed under the Agreement. Upon receipt of the invoice, WSDOT will pay the City within thirty (30) calendar days.   Item 2.4       Packet pg. 42/77   Item 2.4       Packet pg. 42/77 GCC 1120 Page 3 of 6 3.2 If WSDOT objects to all or any portion of an invoice, WSDOT will notify the City within twenty (20) calendar days from the date of receipt and will pay only that portion of the invoice not in dispute. WSDOT and the City will make every effort to settle the disputed portion and, if necessary, utilize dispute resolution as provided for in Section 6.5 of this Agreement. 4. PARTY REPRESENTATIVES 4.1 For all communications under this Agreement the Parties designate the following representatives: City of Edmonds Washington State Department of Transportation Bertrand Hauss, P.E. Transportation Engineer Engineering Division City of Edmonds 121 5th Ave North Edmonds, WA zip code 425.754.5325 bertrand.hauss@edmondswa.gov Cameron Kukes Assistant Regional Administrator Program Management Washington State Dept. of Transportation 15700 Dayton Avenue North PO Box 330310 Seattle, WA 98133 206.440.4548 cameron.kukes@wsdot.wa.gov 4.2 A Party may designate an alternative representative and in this event shall notify the other Party in writing. 4.3 All communications made “in writing” or “written” for this Agreement shall be carried out through U.S. Mail, nationally recognized courier, or electronic mail. 5. RIGHT OF ENTRY 5.1 WSDOT hereby grants to the City and its authorized agents, contractors, subcontractors, and employees a right of entry upon WSDOT property for the purpose of fulfilling the City’s responsibilities under this Agreement, subject to prior written notice to WSDOT from the City Party Representative, or designee. This right of entry shall not be exclusive of WSDOT’s right to enter the property. 5.2 The City hereby grants to WSDOT and its authorized agents, contractors, subcontractors, and employees a right of entry upon City property for the purpose of fulfilling WSDOT’s responsibilities under this Agreement, subject to prior written notice to the City from the WSDOT Party Representative, or designee. This right of entry shall not be exclusive of the City’s right to enter the property. 6. GENERAL PROVISIONS 6.1 Amendment: This Agreement may be amended or modified only by the mutual agreement of the Parties. Such amendments or modifications shall not be binding unless they are in writing and signed by persons authorized to bind each of the Parties.   Item 2.4       Packet pg. 43/77   Item 2.4       Packet pg. 43/77 GCC 1120 Page 4 of 6 6.2 Term of Agreement: Unless otherwise provided herein, the term of this Agreement shall commence as of October 1, 2026 and shall continue until the date this Agreement is terminated pursuant to Section 6.3. 6.3 Termination: 6.3.1 This Agreement may be terminated if both Parties agree, in writing, to terminate the Agreement by those authorized to bind each Party. 6.3.2 This Agreement shall be terminated upon (a) completion of the Work by the City, (b) WSDOT final payment to the City for the City’s Work, and (c) final payment, if any, for costs and/or fees as otherwise provided in this Agreement. 6.3.3 This Agreement may be terminated by either Party upon thirty (30) calendar days’ advanced written notice to the other Party. WSDOT shall reimburse the City for all hours worked by the City under the terms of this Agreement prior to the date of termination. Each Party agrees to hold harmless the other Party for any hours worked after the date of termination of this Agreement, even if that work is directly related to the Project. 6.3.4 The termination of this Agreement shall not prejudice any rights or obligations accrued to the Parties prior to termination. 6.4 Indemnification and Waiver: Each of the Parties shall protect, defend, indemnify, and hold harmless the other Party and its officers, officials, employees, contractors, subcontractors, consultants, and/or authorized agents, while acting within the scope of their employment as such, from any and all costs, claims, judgements, and/or awards of damages (both to persons and/or property), arising out of, or in any way resulting from, that Party’s obligations performed or to be performed pursuant to the provisions of this Agreement. No Party shall be required to indemnify, defend, or hold harmless the other Party if the claim, suit, or action for injuries, death, or damages (both to persons and/or property) is caused by the sole negligence of the other Party. Where such claims, suits, or actions result from the concurrent negligence of the Parties, their officers, officials, employees, contractors, subcontractors, consultants, and/or authorized agents, and/or involve those actions covered by RCW 4.24.115, the indemnity provisions provided herein shall be valid and enforceable only to the extent of the negligence of the indemnifying Party, its officers, officials, employees, contractors, subcontractors, consultants, and/or authorized agents. The Parties agree that their obligations under this section extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of their officers, officials, employees, contractors, subcontractors, consultants, and/or authorized agents. For this purpose only, the Parties, by mutual negotiation, hereby waive, with respect to each other only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. This indemnification and waiver shall survive the termination of this Agreement. 6.5 Disputes: In the event that issues arise out of, or related to, this Agreement, the Parties agree to work collaboratively to resolve disputes promptly and at the lowest organizational level. To this end, following the dispute resolution process in Sections 6.5.1 through 6.5.3 shall be a prerequisite to the filing of litigation concerning any dispute between the Parties:   Item 2.4       Packet pg. 44/77   Item 2.4       Packet pg. 44/77 GCC 1120 Page 5 of 6 6.5.1 The Representatives designated in this Agreement shall jointly cooperate to informally resolve any disputes as quickly and efficiently as possible. 6.5.2 In the event the Representatives cannot resolve the dispute, the City’s Mayor and WSDOT’s Northwest Regional Administrator, or their respective designees, shall meet and engage in good faith negotiations to resolve the dispute. 6.5.3 In the event the City’s Mayor and WSDOT’s Northwest Regional Administrator, or their respective designees, cannot resolve the dispute, the City and WSDOT shall each appoint a member to a dispute board. These two members shall then select a third member not affiliated with either Party. The three member board shall conduct a dispute resolution hearing that shall be informal and unrecorded. All expenses for the third member of the dispute board shall be shared equally by both Parties; however, each Party shall be responsible for its own costs and fees. 6.6 Venue: In the event that the disputes resolution process outlined in Section 6.5 above does not resolve a dispute, which shall be considered a condition precedent to filing a lawsuit, if either Party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this Agreement, the Parties agree that any such action or proceedings shall be brought in Thurston County Superior Court. Further, the Parties agree that each shall be solely responsible for payment of its own attorney’s fees, witness fees, and costs. 6.7 Assurances: All activity pursuant to this Agreement shall be in accordance with applicable Federal, State, and local laws, rules, and regulations, including nondiscrimination, as they currently exist or as amended, and the Parties agree to require the same of all contractors providing services or performing any work under this Agreement. 6.8 Records and Audit: All records for work done pursuant to this Agreement shall be held and kept available for inspection and audit by WSDOT, the City, and the Federal government for six (6) years from the date of termination of this Agreement or any final payment authorized under this Agreement, whichever is later. Each Party shall have full access to and right to examine said records, during normal business hours and as often as it deems necessary. Should a Party require copies of any records from the other Party, the requesting Party agrees to pay the reasonable costs thereof. In the event of litigation or claim arising from the performance of this Agreement, the City and WSDOT agree to maintain the records and accounts until such litigation, appeal, or claims are finally resolved. This section shall survive the termination of this Agreement. 6.9 Calendar Day: Calendar day means any day on the calendar including Saturday, Sunday, or a Washington State holiday as defined in RCW 1.16.050, or a City holiday as defined by local ordinance. 6.10 Independent Contractor: Each Party shall be deemed an independent contractor for all purposes, and the employees of each Party or any of its contractors, subcontractors, consultants, and the employees thereof, shall not in any manner be deemed to be employees of the other Party. 6.11 Assignment: Except as otherwise provided herein, a Party to this Agreement shall not assign, delegate, or transfer this Agreement or the obligations incurred hereunder, in whole or in part, by operation of law or otherwise, or subcontract for the management or   Item 2.4       Packet pg. 45/77   Item 2.4       Packet pg. 45/77 GCC 1120 Page 6 of 6 operation of their respective responsibilities, or parts thereof, without the prior written consent of the other Party to this Agreement, which approval shall not be unreasonably withheld. 6.12 Severability: Should any section, term or provision of this Agreement be determined to be invalid for any reason, the remainder of this Agreement shall not be affected and the same shall continue in full force and effect. 7. COUNTERPART AND ELECTRONIC SIGNATURE 7.1 This Agreement may be signed in multiple counterparts, each of which constitutes an original and all of which taken together constitute one and same agreement. Electronic signatures or signatures transmitted via e-mail in a "PDF" may be used in place of original signatures on this Agreement. Each Party intends to be bound by its electronic or "PDF" signature on this Agreement, is aware that the other Parties are relying on its electronic or "PDF" signature, and waives any defenses to the enforcement of this Agreement based upon the form of signature. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Party’s date last signed below. City of Edmonds Washington State Department of Transportation Sign and Date: Sign and Date: Mike Rosen Mayor City of Edmonds Cameron Kukes Assistant Regional Administrator Program Management Approved as to Form City of Edmonds Approved as to Form Washington State Department of Transportation Sign and Date: Sign and Date: Attorney for City of Edmonds Guy Bowman Assistant Attorney General   Item 2.4       Packet pg. 46/77   Item 2.4       Packet pg. 46/77 EXHIBIT A : Vicinity Map   Item 2.4       Packet pg. 47/77   Item 2.4       Packet pg. 47/77 Exhibit B Cost Sharing Details (to be provided in final version)   Item 2.4       Packet pg. 48/77   Item 2.4       Packet pg. 48/77 City Council Agenda Item 2.5 August 18, 2026 - Parks and Public Works (PPW) Committee TITLE:Supplemental Agreement for Hwy 99 Revitalization Project - Stage 4 (First Reading) DEPARTMENT:Engineering PRESENTER:Mike De Lilla/Bertrand Hauss NEEDED FROM COUNCIL:Input RECOMMENDATION:Forward item to consent agenda for approval. BUDGET: Total Dollar Amount:TBD ☐ Approved in Budget Fund(s):grants ☐ Budget Reallocation Required ☒ No Budget Impact PROBLEM/ISSUE STATEMENT: Due to scope of work additions since the start of the Hwy 99 Revitalization Project – Stage 4, a contract supplement with SCJ is needed. CONTEXT, ANALYSIS, & ALTERNATIVES: The Highway 99 Revitalization project extends Shoreline’s corridor improvements through Edmonds from 244th St. SW to 212th St. SW. Due to the high overall cost, the 2.25-mile corridor is divided into seven segments. The Stage 4 segment, from 224th St. SW to 220th St. SW, includes intersection capacity improvements at Highway 99 and 220th St. SW with added northbound, southbound, and westbound left-turn lanes. The project also installs planter strips, bike lanes, sidewalks, upgraded street and pedestrian lighting on both sides of the street, and utility improvements. SCJ has been leading the design work since November 2022, and a contract supplement is now needed due to added scope. Supplement items (Design/ROW phases): Stormwater updates required by the 2024 DOE Manual Complete Streets elements, including additional roadway and stormwater work and bike lane addition Additional property-specific work: o Dick’s Drive-In and WinCo Foods driveway regrading o Doug’s Lynnwood Mazda stair impacts o Dragon Casino parking lot redesign o Paradise Espresso and Emerald City Engineers parking-lot grading Four additional design analysis documents for WSDOT Phase 1 and Phase 2 Environmental Site Assessments Cultural resources review   Item 2.5       Packet pg. 49/77   Item 2.5       Packet pg. 49/77 Structural work for the Interurban tunnel at 220th St. SW PUD and communications service connections for underground utility conversion Additional surveying Right-of-way negotiations for 33 parcels, led by RES RECOMMENDATION: Forward item to consent agenda for approval. BUDGET IMPACTS: The total supplement cost is still under negotiation and will be presented at a future Council meeting. The original SCJ contract for the design phase was $3,887,220 (including a $186,000 reserve). Supplement funding will come from Connecting Washington, Move Ahead Washington, Traffic Impact Fees, and secured federal funds. ITEM HISTORY: On November 1, 2022, Council approved the SCJ Consultant Agreement for the Hwy 99 Revitalization Project (Stage 4). ADDITIONAL INFORMATION: ATTACHMENTS: Attachment 1 – Scope of Work   Item 2.5       Packet pg. 50/77   Item 2.5       Packet pg. 50/77   Item 2.5       Packet pg. 51/77   Item 2.5       Packet pg. 51/77   Item 2.5       Packet pg. 52/77   Item 2.5       Packet pg. 52/77   Item 2.5       Packet pg. 53/77   Item 2.5       Packet pg. 53/77   Item 2.5       Packet pg. 54/77   Item 2.5       Packet pg. 54/77   Item 2.5       Packet pg. 55/77   Item 2.5       Packet pg. 55/77   Item 2.5       Packet pg. 56/77   Item 2.5       Packet pg. 56/77   Item 2.5       Packet pg. 57/77   Item 2.5       Packet pg. 57/77   Item 2.5       Packet pg. 58/77   Item 2.5       Packet pg. 58/77   Item 2.5       Packet pg. 59/77   Item 2.5       Packet pg. 59/77   Item 2.5       Packet pg. 60/77   Item 2.5       Packet pg. 60/77   Item 2.5       Packet pg. 61/77   Item 2.5       Packet pg. 61/77   Item 2.5       Packet pg. 62/77   Item 2.5       Packet pg. 62/77   Item 2.5       Packet pg. 63/77   Item 2.5       Packet pg. 63/77   Item 2.5       Packet pg. 64/77   Item 2.5       Packet pg. 64/77   Item 2.5       Packet pg. 65/77   Item 2.5       Packet pg. 65/77   Item 2.5       Packet pg. 66/77   Item 2.5       Packet pg. 66/77   Item 2.5       Packet pg. 67/77   Item 2.5       Packet pg. 67/77   Item 2.5       Packet pg. 68/77   Item 2.5       Packet pg. 68/77   Item 2.5       Packet pg. 69/77   Item 2.5       Packet pg. 69/77   Item 2.5       Packet pg. 70/77   Item 2.5       Packet pg. 70/77   Item 2.5       Packet pg. 71/77   Item 2.5       Packet pg. 71/77   Item 2.5       Packet pg. 72/77   Item 2.5       Packet pg. 72/77   Item 2.5       Packet pg. 73/77   Item 2.5       Packet pg. 73/77   Item 2.5       Packet pg. 74/77   Item 2.5       Packet pg. 74/77   Item 2.5       Packet pg. 75/77   Item 2.5       Packet pg. 75/77   Item 2.5       Packet pg. 76/77   Item 2.5       Packet pg. 76/77   Item 2.5       Packet pg. 77/77   Item 2.5       Packet pg. 77/77