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HomeMy WebLinkAbout2023-12, Consultant agreement with RH2 Engineering for design services associated with Rock Island Road Overlay; Project #: 2023-01City of East Wenatchee Resolution 2023-12 with Exhibit A Retain Resolution until no longer needed for City -business, then transfer to Washington State Archives (GS50-05A-16 Rev. 1) Page 1 of 2 City of East Wenatchee, Washington Resolution No. 2023-12 A Resolution of the City of East Wenatchee, Washington authorizing the Mayor to execute a consultant agreement between the City of East Wenatchee and RH2 Engineering for the Rock Island Road Overlay project. 1. Alternate format. 1.1. Para leer este documento en otro formato (español, Braille, leer en voz alta, etc.), póngase en contacto con el vendedor de la ciudad al alternateformat@eastwenatcheewa.gov, al (509) 884- 9515 o al 711 (TTY). 1.2. To read this document in an alternate format (Spanish, Braille, read aloud, etc.), please contact the City Clerk at alternateformat@eastwenatcheewa.gov, at (509) 884-9515, or at 711 (TTY). 2. Authority. 2.1. RCW 35A.11.020 and RCW 35A.12.190 authorize the City Council to organize and regulate its internal affairs and to define the powers, functions and duties of its officers and employees. THE CITY COUNCIL OF THE CITY OF EAST WENATCHEE DO RESOLVE AS FOLLOWS: 3. Authorization. The City Council authorizes the Mayor to execute a contract that conforms to the language set forth in Exhibit A. 4. Severability. If a court of competent jurisdiction declares any provision in this resolution to be contrary to law, such declaration shall not affect the validity of the other provisions of this Resolution. 5. Effective date. This Resolution becomes effective immediately. Form 190-016 Revised Oct 2001 Page 1 of 22 TIB Transportation Improvement Board (TIB) Consultant Agreement TIB PROJECT NUMBER PROJECT PHASE (check one)  Design  Construction PROJECT TITLE & WORK DESCRIPTION CONSULTANT NAME & ADDRESS AGREEMENT TYPE (check one)  LUMP SUM $________________________________  COST PLUS FIXED FEE OVERHEAD PROGRESS PAYMENT RATE _________ % OVERHEAD COST METHOD  Actual Cost  Actual Cost Not To Exceed _________ %  Fixed Rate _________ % FIXED FEE $________________________________________  SPECIFIC RATES OF PAY  Negotiated Hourly Rate  Provisional Hourly Rate  COST PER UNIT WORK DBE PARTICIPATION  Yes  No _______________% WBE PARTICIPATION  Yes  No _______________% COMPLETION DATE MAXIMUM AMOUNT PAYABLE THIS AGREEMENT, made and entered into this _____________________ day of _______________________________________, ____________________, between the City/County of _________________________________________________________________________, Washington, hereinafter called the AGENCY, and the above organization hereinafter called the CONSULTANT. The Transportation Improvement Board hereinafter called the TIB, administers the following accounts: Urban Arterial Trust Account funds, Transportation Improvement Account funds, Small City Account funds, and City Hardship Assistance Account funds. WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, with the aid of TIB funds in conformance with the rules and regulations promulgated by the TIB; and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorp orated and made a part hereof, the parties hereto agree as follows: I GENERAL DESCRIPTION OF WORK The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall furnish all services, labor and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. II SCOPE OF WORK The Scope of Work and project level of effort for this project is deta iled in Exhibit B attached hereto, and by this reference made a part of this AGREEMENT. 2023 Rock Island Road Overlay - Grind and overlay Rock Island Road between Grant Road and McGee Street. Upgrade five (5) ADA ramps. Coordinate with the East Wenatchee Water District for water main replacement and Douglas County Sewer District for minor sewer repair. RH2 Engineering, Inc., 300 Simon Street SE, Suite 5 East Wenatchee, WA 98802 City of East Wenatchee 3-E-161(004)-1 X xx x x January 31, 2024 $70,000.00 $70,000.00 Exhibit A City of East Wenatchee Resolution 2023-12 Transportation Improvement Board (TIB) Consultant Agreement Form 190-016 Revised Oct 2001 Page 2 of 22 TIB III GENERAL REQUIREMENTS All aspects of coordination of the work of this AGREEMENT, with outside agencies, groups or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY or such Federal, Community, State, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum number of hours or days notice required shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit B attached hereto and made part of this AGREEMENT. The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, that will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. Goals for Disadvantaged Business Enterprises (DBE), Minority Business Enterprises (MBE), and Women -owned Business Enterprises (WBE) if required shall be shown in the heading of this Agreement. The original copies of all reports, PS&E, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All designs, drawings, specifications, documents, and other work products prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for the PROJECT and are property of the AGENCY. Reuse by the AGENCY or by others acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this PROJECT, shall be without liability of legal exposure to the CONSULTANT. IV TIME FOR BEGINNING AND COMPLETION The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY, in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V PAYMENT The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit C attached hereto, and by this reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work specified in Section II, Scope of Work. VI SUBCONTRACTING The AGENCY permits subcontracts for those items of work as shown in Exhibit G to this Agreement. Compensation for this subconsultant work shall be based on the cost factors shown on Exhibit G, attached hereto and by this reference made a part of this AGREEMENT. The work of the subconsultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non-salary costs and fixed fee costs for the subconsultant shall be substantiated in the same manner as outlined in Section V. All subcontracts exceeding $10,000 in cost shall contain all applicable provisions of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and subcontractor, any contract or any other relationship. VII EMPLOYMENT The CONSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability, or in its discretion, to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may or might arise under any Worker's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANTs employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full or part time basis, or other basis, during the period of the contract, any professional or te chnical personnel who are, or have been, at any time during the period of the contract, in the employ of the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII NONDISCRIMINATION The CONSULTANT agrees not to discriminate against any client, employee or applicant for employment or for services because of race, creed, color, national origin, marital status, sex, age or handicap except for a bona fide occupational qualification with regard to, but not limited to the following: employment upgrading, demotion or transfer, recruitment or any recruitment advertising, layoffs or terminations, rates of pay or other forms of compensation, selection for training, rendition of services. The CONSULTANT understands and agrees that if it violates this provision, this AGREEMENT may be terminated by the AGENCY and further that the CONSULTANT shall be barred from performing any services for the AGENCY now or in the future unless a showing is made satisf actory to the AGENCY that discriminatory practices have terminated and that recurrence of such action is unlikely. During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: A. COMPLIANCE WITH REGULATIONS: The CONSULTANT shall comply with the Regulations relative to nondiscrimination in the same manner as in Federally-assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this AGREEMENT. Exhibit A City of East Wenatchee Resolution 2023-12 Transportation Improvement Board (TIB) Consultant Agreement Form 190-016 Revised Oct 2001 Page 3 of 22 TIB B. NONDISCRIMINATION: The CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, creed, color, sex, age, marital status, national origin or handicap except for a bona fide occupational qualification in the selection and retention of subconsultants, including procurements of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix II of the Regula tions. C. SOLICITATIONS FOR SUBCONSULTANTS, INCLUDING PROCUREMENTS OF MATERIALS AND EQUIPMENT: In all solicitations either by competitive bidding or negotiation made by the CONSULTANT for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subconsultant or supplier shall be notified by the CONSULTANT of the CONSULTANTs obligations under this AGREEMENT and the Regulations relative to nondiscrimination on the grounds of race, creed, color, sex, age, marital status, national origin and handicap. D. INFORMATION AND REPORTS: The CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY or TIB to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of the CONSULTANT is in the exclusive possession o f another who fails or refuses to furnish this information the CONSULTANT shall so certify to the AGENCY, or the TIB as appropriate, and shall set forth what efforts it has made to obtain the information. E. SANCTIONS FOR NONCOMPLIANCE: In the event of the CONSULTANTs noncompliance with the nondiscrimination provisions of this AGREEMENT, the AGENCY shall impose such sanctions as it or the Transportation Improvement Board may determine to be appropriate, including, but not limited to: 1. Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or 2. Cancellation, termination or suspension of the AGREEMENT, in whole or in part. F. INCORPORATION OF PROVISIONS: The CONSULTANT shall include the provisions of paragraphs (A) through (G) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any subconsultant or procurement as the AGENCY or the Transportation Improvement Board may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a subconsultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY to enter into such litigation to protect the interests of the AGENCY, and in addition, the CONSULTANT may request the TIB to enter into such litigation to protect the interests of the TIB. G. UNFAIR EMPLOYMENT PRACTICES: The CONSULTANT shall comply with RCW 49.60.180 prohibiting unfair employment practices and the Executive Orders numbered E.O.70-01 and E.O.66-03 of the Governor of the State of Washington. IX TERMINATION OF AGREEMENT The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for fault on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit F for the type of AGREEMENT used. No payment shall be made for any work completed after ten days following receipt by the CONSULTANT of the Notice of Termination. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due computed as set forth herein above, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. In the event the services of the CONSULTANT are terminated by the AGENCY for fault on the part of the CONSULTANT, the above formula for payment shall not apply. In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or a type which is usable to the AGENCY at the time of termination; the cost to the AGENCY of employing another firm to complete the work required and the time which maybe required to do so, and other factors which affect the value to the AGENCY of the work performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount which would have been made using the formula set forth in the previous paragraph. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANTs failure to perform is without it or its employees fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY in accordance with the provision of this AGREEMENT. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the project, or, dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. The subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCYs concurrence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. In the event this AGREEMENT is terminated prior to completion, the original copies of all reports and other data, PS&E materials furnished to the CONSULTANT by the AGENCY and documents prepared by the CONSULTANT prior to said termination, shall become and remain the property of the AGENCY and may be used by it without restriction. Such unrestricted use, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the CONSULTANT. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform work required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X CHANGES OF WORK The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously Exhibit A City of East Wenatchee Resolution 2023-12 Transportation Improvement Board (TIB) Consultant Agreement Form 190-016 Revised Oct 2001 Page 4 of 22 TIB satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI DISPUTES Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT, provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to the scope of judicial review provided under Washington Case Law. XII VENUE, APPLICABLE LAW AND PERSONAL JURISDICTION In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior Court of the State of Washington, situated in the county the AGENCY is located in. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county the AGENCY is located in. XIII LEGAL RELATIONS AND INSURANCE The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accord with the laws of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE of Washington, and their officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT’s negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY and the STATE against and hold harmless the AGENCY and the STATE from claims, demands or suits based solely upon the conduct of the AGENCY and the STATE, their agents, officers and employees and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT’s agents or employees and (b) the AGENCY and the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence, (2) the costs to the AGENCY and the STATE of defending such claims and suits, etc. shall be valid and enforceable only to the extent of the CONSULTANT’s negligence or the negligence of the CONSULTANT’s agents or employees. The CONSULTANT’s relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT’s own employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. The CONSULTANT recognizes that this waiver was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. Unless otherwise specified in the AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of an acceptable, supplemental agreement, the CONSULTANT shall provide on-call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor’s failure to perform Its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to RCW 48. Insurance Coverage A. Worker’s compensation and employer’s liability insurance as required by the STATE. B. General commercial liability insurance in an amount not less than a single limit of one million and 00/100 Dollars ($1,000,000.00) for bodily injury, including death and property damage per occurrence. Excepting the Worker’s Compensation insurance and any professional liability insurance secured by the CONSULTANT, the AGENCY will be named on all certificates of insurance as an additional insured. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within 14 days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT’s professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one million dollars, whichever is the greater unless modified by Exhibit H. In no case shall the CONSULTANT’s professional liability to third parties be limited in any way. The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY and the STATE may take such other action as is available to them under other provisions of this AGREEMENT, or otherwise in law. XIV EXTRA WORK A. The AGENCY may at any time, by written order, make changes within the general scope of the AGREEMENT in the services to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREEMENT accordingly. C. The CONSULTANT must submit any proposal for adjustment (hereafter referred to as proposal) under this clause within 30 days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a proposal submitted before final payment of the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the disputes clause. However nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and condition of paragraphs (a) and (b) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. Exhibit A City of East Wenatchee Resolution 2023-12 Transportation Improvement Board (TIB) Consultant Agreement Form 190-016 Revised Oct 2001 Page 5 of 22 TIB XV ENDORSEMENT OF PLANS The CONSULTANT shall place his endorsement on all plans, estimates or any other engineering data furnished by him. XVI TIB AND AGENCY REVIEW The AGENCY and TIB shall have the right to participate in the review or examination of the work in progress. XVII CERTIFICATION OF THE CONSULTANT AND THE AGENCY Attached hereto as Exhibit A-1, are the Certifications of the Consultant and the Agency. XVIII COMPLETE AGREEMENT This document and referenced attachments contains all covenants, stipulations and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX EXECUTION AND ACCEPTANCE This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting materials submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. In witness whereof the parties hereto have executed this AGREEMENT as of the day and year first above written. By By Consultant City/County of City of East WenatcheeRH2 Engineering, Inc. Paul R. Cross, Executive Vice President Exhibit A City of East Wenatchee Resolution 2023-12 Transportation Improvement Board (TIB) Consultant Agreement Form 190-016 Revised Oct 2001 Page 6 of 22 TIB EXHIBIT A-1 Certification of Consultant Project No. City/County I hereby certify that I am ____________________________________________________________________________ a duly authorized representative of the firm of __________________________________________________________________________ whose address is ________________________________________________________________________________________________________ and that neither I nor the above firm I here represent has: (a) Employed or retained for a commission, percentage, brokerage, contingent fee or other consideration, any firm or person (othe r than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this contract. (b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of a firm or person in connection with carrying out the contract. (c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation or consideration of any kind for, or in connection with procuring or carrying out the contract; except as here expressly stated (if any): I further certify that the firm I hereby represent is authorized to do business in the State of Washington and that the firm is in full compliance with requirements of the Board of Professional Registration. I acknowledge that this certificate is to be available to the Transportation Improvement Board (TIB), in connection with this contract involving participation of TIB funds and is subject to applicable State and Federal laws, both criminal and civil. Date Signature Certification of Agency Official I hereby certify that I am the AGENCY Official of the City/County of ____________________________________________________, Washington and that the above consulting firm or his/her representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract to: (a) Employ or retain, or agree to employ or retain, any firm or person, or (b) Pay or agree to pay to any firm, person or organization, any fee, contribution, donation or consideration of any kind, except as here expressly stated (if any). I acknowledge that this certificate is to be available to the TIB, in connection with this contract involving participation of TIB funds and is subject to applicable State and Federal laws, both criminal and civil. Date Signature 1/31/2023 City of East Wenatchee Paul R. Cross RH2 Engineering, Inc., 300 Simon Street SE, Suite 5, East Wenatchee, WA 98802 Paul R. Cross, Executive Vice President City of East Wenatchee, 3-E-161(004)-1 Exhibit A City of East Wenatchee Resolution 2023-12 1 1/27/2023 3:16:14 PM J:\DATA\EW \W40\2023 ROCK ISLAND OVERLAY\00 CONTRACT\PSA_SOW_ROCK ISLAND OVERLAY.DOCX EXHIBIT B-1 Scope of Work City of East Wenatchee 2023 Rock Island Road Overlay February 2023 Background The City of East Wenatchee (City) received funding from the Washington State Transportation Improvement Board (TIB) to complete pavement improvements on Rock Island Road between McGee Street SE and Grant Road. Through a competitive process, the City selected RH2 Engineering, Inc., (RH2) to provide engineering services to design the proposed intersection. The following tasks are outlined in this Scope of Work: Task 1 –Roadway Design and Permitting Task 2 –Plans, Specifications, and Estimate Task 3 –Services During Bidding Task 4 –Project Management RH2 will rely upon the accuracy and completeness of data, information,and materials generated or provided by the City or others in relation to this Scope of Work. The services described will be performed up to the amounts included in the attached Fee Estimate. If additional effort is needed, that extra work will be mutually determined by the City and RH2. Task 1 –Preliminary Roadway Design and Permitting Objective:Prepare overlay design and associated environmental permits for the preservation improvements on Rock Island Road from McGee Street SE to Grant Road. Design overlay road section and Americans with Disabilities Act (ADA) ramp improvements. Approach: Perform topographic survey of intersection quadrants designated as locations potentially requiring ADA improvements. Perform survey of asphalt limits within designated project limits. It is assumed this will be an aerial LiDAR survey performed by a surveyor as a subconsultant to RH2. Prepare a State Environmental Policy Act (SEPA) Checklist. Develop proposed roadway section design and technical memorandum. This subtask will include five (5) roadway cores. The roadway cores will penetrate the existing asphalt and include up to one (1) foot of the subsurface material. The purpose of the roadway cores will be to determine the existing asphalt and surfacing depths, as well as to visually analyze the subsurface material. The cores will be completed by a subconsultant to RH2.No other analysis will be completed in terms of subgrade strength tests and traffic loading. Exhibit A City of East Wenatchee Resolution 2023-12 City of East Wenatchee Exhibit B-1 2023 Rock Island Road Overlay Scope of Work 2 1/27/2023 3:16:14 PM J:\DATA\EW \W40\2023 ROCK ISLAND OVERLAY\00 CONTRACT\PSA_SOW_ROCK ISLAND OVERLAY.DOCX Design ADA ramp improvements.It is assumed five (5) ramps will need to be improved. Submit preliminary plans and meet with utility agencies to confirm the plans correctly identify their infrastructure. This subtask includes one (1) meeting with the East Wenatchee Water District and one (1) meeting with the Douglas County Sewer District. Assumptions: It is assumed no stormwater improvements will be required; therefore, no stormwater report will be prepared. The final pavement section will be based on current City standards, historical practices, and visual observation of the roadway cores. This Scope of Work assumes no right-of-way acquisition is needed. The City will pay public notice fees and costs directly. RH2 Deliverables: Completed SEPA Checklist in electronic Word file. Preliminary roadway section design and technical memorandum in electronic PDF. Preliminary ADA ramp layouts in electronic PDF. Attendance at two (2)utility meetings. Task 2 –Plans, Specifications, and Estimate Objective:Develop a set of bid-ready plans, specifications, and Engineer’s opinion of probable construction cost (PS&E). Approach: Prepare 60-percent design plans. The 60-percent plan set will include: a)Cover sheet and legend sheet; b)Plan sheets showing proposed overlay at 1-inch equals 20 feet plan scale; c)Site preparation, survey control, and temporary erosion and sediment control sheets for the roadway improvements at 1-inch equals 20 feet plan scale; d)Detail sheets to include roadway sections and ADA detail plans with point elevations and curb ramp dimensions; and e)Construction signing and detour sheets. Prepare 60-percent front-end construction contract documents,including bid forms, contract forms, wage rates, and appendices.RH2 will utilize City forms provided for previous projects to create these documents. Prepare 60-percent technical specifications. Technical specifications will be based on Washington State Department of Transportation/American Public Works Association format. Exhibit A City of East Wenatchee Resolution 2023-12 City of East Wenatchee Exhibit B-1 2023 Rock Island Road Overlay Scope of Work 3 1/27/2023 3:16:14 PM J:\DATA\EW \W40\2023 ROCK ISLAND OVERLAY\00 CONTRACT\PSA_SOW_ROCK ISLAND OVERLAY.DOCX Prepare 60-percent Engineer’s opinion of probable construction cost (OPCC)for the proposed improvements based on historical costs of similar projects in the vicinity, where possible. Perform internal quality assurance/quality control (QA/QC) review of the 60-percent PS&E. Submit 60-percent PS&E to the City for review and attend one (1)review meeting. Prepare 90-percent PS&E.Incorporate the comments received from the City’s 60-percent review and prepare the 90-percent plans, specifications, and OPCC. Perform internal QA/QC review of the 90 -percent PS&E. Submit 90-percent PS&E to the City for review and attend one (1)review meeting. Prepare bid-ready PS&E.Incorporate the comments received from the City’s 90-percent review and finalize the bid documents. Submit bid-ready PS&E to City. Provided by City: Timely review of design packages.It is assumed the City will require approximately one (1) week for each of its reviews. Attendance at two (2) design review meetings. RH2 Deliverables: 60-percent PS&E in electronic PDF. 90-percent PS&E in electronic PDF. Bid-ready PS&E in electronic PDF. Attendance at two (2) design review meetings. Task 3 –Services During Bidding Objective:Provide assistance in bidding the project for award. Approach: Respond to bidders’questions during the bidding phase. Provide assistance in obtaining Bid Authorization form through TIB, and provide clarification and interpretation to the City as needed during the advertisement period. Prepare up to two (2) addenda if modifications to the construction contract documents are deemed warranted by the City and TIB during the advertisement period. Attend bid opening. Check bids and prepare a bid summary tabulation. Based upon the bids received, recommend the lowest qualified bidder. Provide notice of award letter to lowest qualified bidder. Exhibit A City of East Wenatchee Resolution 2023-12 City of East Wenatchee Exhibit B-1 2023 Rock Island Road Overlay Scope of Work 4 1/27/2023 3:16:14 PM J:\DATA\EW \W40\2023 ROCK ISLAND OVERLAY\00 CONTRACT\PSA_SOW_ROCK ISLAND OVERLAY.DOCX Assumptions: It is assumed that the City will send the advertisement to the various publications and pay the publication costs directly. In addition, the City will reproduce and distribute the bid sets and addenda and maintain the plan holders list. Provided by City: Advertisement costs. RH2 Deliverables: One (1) copy of the Advertisement for Bid in electronic PDF. Up to two (2) addenda in electronic PDF. Attendance at bid opening. Bid tabulation and recommendation of award in electronic PDF. One (1) hardcopy of notice of award letter to contractor, City, and TIB. Task 4 –Project Management Objective:Monitor Scope of Work and budget; maintain project files and records; and coordinate the project throughout the design phase. Approach: Communicate progress to City staff monthly. Discussions will include an update on the Scope of Work, schedule, and budget.Prepare monthly invoices. Prepare documentation and coordinate with the City and TIB to authorize construction funding. RH2 Deliverables: Monthly invoices and progress reports,if requested,in electronic PDF. Documentation for TIB funding in electronic PDF. Project Schedule The project schedule will align with the City’s Grant Road project also being designed by RH2. Exhibit A City of East Wenatchee Resolution 2023-12 Transportation Improvement Board (TIB) Consultant Agreement Form 190-016 Revised Oct 2001 Page 10 of 22 TIB EXHIBIT C-1 Payment (Lump Sum) A. Lump Sum Agreement Payment for all consulting services for this project shall be on the basis of a lump sum amount as shown in the heading of this AGREEMENT. The maximum amount payable, by the AGENCY to the CONSULTANT under this AGREEMENT, shall not exceed the amount shown in the heading of this AGREEMENT as maximum amount payable unless a supplemental agreement has been negotiated and executed by the AGENCY prior to incurring any costs in excess of the maximum amount payable. B. Monthly Progress Payments Partial payments may be made upon request of the CONSULTANT to cover the percentage of work completed and are not to be more frequent that one (1) per month. C. Final Payment Final payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT contingent upon receipt of all PS&E, plans, maps notes, reports, and other related documents which are required to be furnished under the AGREEMENT. Acceptance of such final payment by the CONSULTANT shall constitute a release of all claims for payment which the CONSULTANT may have against t he AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said final payment shall not, however, be a bar to any claims the AGENCY may have against the CONSULTANT or to any re medies the AGENCY may pursue with respect to such claims. D. Inspection of Cost Records The CONSULTANT and his/her subconsultants shall keep available for inspection by representatives of the AGENCY and/or the TIB for a period of three years after final payment the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim, or audit arising out of, in connection with, or related to this contract is initiated before the expiration of the three-year period, the cost records and accounts shall be retained until such litigation, claim or audit involving the records is completed. Exhibit A City of East Wenatchee Resolution 2023-12 EXHIBIT D-1 Fee Estimate City of East Wenatchee 2023 Rock Island Road Overlay Feb-23 Description Principal Project Manager Project Engineer Staff Engineer Staff Engineer Project Accounting Administrative Support Total Hours Total Labor Total Subconsultant Total Expense Total Cost Classification Professional VII Professional V Professional VI Professional I Technician V Administrative V Administrative III Task 1 Preliminary Roadway Design and Permitting 2 9 -32 8 -1 52 9,349$ 7,579$ 289$ 17,216$ 1.1 Perform topographic survey -1 ----1 229$ 7,021$ 6$ 7,255$ 1.2 Prepare SEPA Checklist ----6 --6 1,098$ -$ 27$ 1,125$ 1.3 Develop roadway design and technical memorandum 1 --8 2 -1 12 2,039$ 558$ 51$ 2,648$ 1.4 Design ADA ramps 1 4 -24 ---29 5,067$ -$ 182$ 5,249$ 1.5 Submit preliminary plans and meet with utilities -4 -----4 916$ -$ 23$ 939$ Task 2 Plans, Specifications, and Estimate 12 47 10 104 32 -6 211 39,777$ -$ 4,647$ 44,424$ 2.1 Prepare 60-percent plans 2 8 -20 8 --38 7,062$ -$ 947$ 8,009$ 2.2 Prepare 60-percent front-end documents 1 4 4 ---2 11 2,395$ -$ 60$ 2,455$ 2.3 Prepare 60-percent technical specifications 1 4 6 ----11 2,661$ -$ 67$ 2,728$ 2.4 Prepare 60-percent OPCC -1 -4 ---5 877$ -$ 22$ 899$ 2.5 Perform internal QA/QC on 60-percent PS&E 2 4 -----6 1,442$ -$ 36$ 1,478$ 2.6 Submit 60-percent PS&E and attend meeting -2 -----2 458$ -$ 11$ 469$ 2.7 Prepare 90-percent PS&E 2 8 -40 12 -1 63 11,148$ -$ 1,709$ 12,857$ 2.8 Perform internal QA/QC on 90-percent PS&E 2 4 -----6 1,442$ -$ 36$ 1,478$ 2.9 Submit 90-percent PS&E and attend meeting -2 -----2 458$ -$ 11$ 469$ 2.10 Prepare bid-ready PS&E 1 8 -40 12 -2 63 10,999$ -$ 1,727$ 12,726$ 2.11 Submit bid-ready PS&E to City 1 2 ----1 4 835$ -$ 21$ 856$ Task 3 Services During Bidding 2 12 -4 ---18 3,922$ -$ 98$ 4,020$ 3.1 Respond to bidders' questions 1 4 -----5 1,179$ -$ 29$ 1,208$ 3.2 Provide assistance with TIB -2 -----2 458$ -$ 11$ 469$ 3.3 Prepare addenda -4 -4 ---8 1,564$ -$ 39$ 1,603$ 3.4 Attend bid opening -1 -----1 229$ -$ 6$ 235$ 3.5 Provide bid recommendation and notice of award 1 1 -----2 492$ -$ 12$ 504$ Task 4 Project Management 4 12 ---2 1 19 4,234$ -$ 106$ 4,340$ 4.1 Communicate progress to City and prepare invoices 2 8 ---2 1 13 2,792$ -$ 70$ 2,862$ 4.2 Prepare TIB documentation 2 4 -----6 1,442$ -$ 36$ 1,478$ PROJECT TOTAL 20 80 10 140 40 2 8 300 57,282$ 7,579$ 5,140$ 70,000$ J:\Data\EW\W40\2023 Rock Island Overlay\00 Contract\PSA_FEE_Rock Island Overlay_LS.xlsm 1/30/2023 4:15 PM Exhibit A City of East Wenatchee Resolution 2023-12 RATE LIST RATE UNIT Professional I $162.00 $/hr Professional II $176.00 $/hr Professional III $198.00 $/hr Professional IV $216.00 $/hr Professional V $229.00 $/hr Professional VI $247.00 $/hr Professional VII $263.00 $/hr Professional VIII $275.00 $/hr Professional IX $275.00 $/hr Technician I $124.00 $/hr Technician III $154.00 $/hr Technician V $183.00 $/hr Administrative I $83.00 $/hr Administrative II $97.00 $/hr Administrative III $114.00 $/hr Administrative IV $137.00 $/hr Administrative V $160.00 $/hr CAD/GIS System $27.50 $/hr CAD Plots - Half Size $2.50 price per plot CAD Plots - Full Size $10.00 price per plot CAD Plots - Large $25.00 price per plot Copies (bw) 8.5" X 11"$0.09 price per copy Copies (bw) 8.5" X 14"$0.14 price per copy Copies (bw) 11" X 17"$0.20 price per copy Copies (color) 8.5" X 11"$0.90 price per copy Copies (color) 8.5" X 14"$1.20 price per copy Copies (color) 11" X 17"$2.00 price per copy Mileage $0.6550 price per mile (or Current IRS Rate) Subconsultants 15%Cost + Outside Services at cost EXHIBIT D-1 Continued RH2 ENGINEERING, INC. 2023 SCHEDULE OF RATES AND CHARGES Rates listed are adjusted annually. Exhibit A City of East Wenatchee Resolution 2023-12 Transportation Improvement Board (TIB) Consultant Agreement Form 190-016 Revised Oct 2001 Page 19 of 22 TIB EXHIBIT F-1 Payment Upon Termination of Agreement by the Agency Other than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus and direct nonsalary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. Exhibit A City of East Wenatchee Resolution 2023-12 Transportation Improvement Board (TIB) Consultant Agreement Form 190-016 Revised Oct 2001 Page 20 of 22 TIB EXHIBIT G-1 Subcontracted Work The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: OverSite, LLC - Survey Construction Special Inspection - Asphalt Coring Exhibit A City of East Wenatchee Resolution 2023-12 Professional Land Surveying & Remote Sensing OverSite LLC 10 First Street, Suite 116 Wenatchee, WA 98801 P: 206.250.6665 W: www.oversite.tech January 26, 2023 ATTN: Devon Petit RH2 Engineering 300 Simon Street Southeast Suite 5 East Wenatchee, WA 98802 509.670.5611 Subject: Proposal for Professional Land Surveying Services Topographic Mapping & Modeling Grant Road Corridor, Douglas County, Washington Dear Mr. Petit, OverSite LLC appreciates the opportunity to submit this budget proposal for providing a combination of sUAS Photogrammetric and Conventional Topographic Mapping based on the request received January 25, 2023. The overall intent of this proposal is to perform a mapping survey with the intent of modeling the existing conditions for the creation of a basemap from which civil design may be conducted. A more detailed proposed scope of work by task follows: Area of Coverage The project consists of the Rock Island Road corridor from the intersection at Grant Road south to the intersection of McGee Street Southeast. and includes approximately 1,150 centerline feet of Urban Minor Arterial roadway. See the attached Mapping Limits Exhibit. Exhibit G-1 continuedExhibit A City of East Wenatchee Resolution 2023-12 January 26, 2023 Mapping & Modeling Rock Island Road Page 2 of 4 Box\_2023 Proposals\2023 0126 Rock Island Road (RH2)\2023 0126 Rock Island Road Mapping & Modeling Proposal.docx Scope of Work sUAS Acquired Photogrammetric & Conventional Topographic Survey • Aerial & Conventional mapping of the subject area for use in modeling the existing conditions. • Mapping will locate visible evidence of the following, if applicable, but not limited to, existing improvements: o Curbs, gutters, sidewalks, and driveways/curb cuts o Pavement limits, gravel limits, and concrete slabs o Channelization o Storm and sanitary sewer manholes, structures, stubs, cleanouts, etc. o Water valves, water meters, fire hydrants, and water wells o Stormwater conveyance ditches/streams o Electrical power poles, guy wires, vaults, etc. o Telephone pedestals and manholes/vaults o Natural gas valves, meters, and warning markers o Buildings, retaining walls, and outbuildings. o Fences, bollards, light poles, and signs o Ponds and monitoring wells • OverSite will obtain pipe invert/structure/equipment measurements on the following: o Stormwater structures o Sewer manholes o Water valve nuts Right of Way Determination • Perform deed research and research for horizontal controlling monuments from both public and private sources to include title commitment documents. • Recover monuments that define the subject Right of Way as shown on historical and research documents. • Resolve the boundary based on supporting evidence found at the time of survey, research, and calculations. Exhibit A City of East Wenatchee Resolution 2023-12 January 26, 2023 Mapping & Modeling Rock Island Road Page 3 of 4 Box\_2023 Proposals\2023 0126 Rock Island Road (RH2)\2023 0126 Rock Island Road Mapping & Modeling Proposal.docx Mapping will locate visible evidence of the following, if applicable, but not limited to, existing • Aerial mapping will be augmented with traditional surveying equipment including a Topcon GT503 robotic total station and dual frequency multi-constellation GNSS receivers if and where required. • OverSite will deliver a Civil3D.dwg that includes a surface model of the existing conditions. A flight data quality report, and a georectified orthomosaic image compressed to 1GB will also be included in the deliverables package. • The topographic survey will be produced as a base map, for design purposes only. The preparation of the topographic survey as a standalone, printable document with border and title block and at a scale suitable for presentation purposes is not a part of this Scope of Services. Fee Estimate OverSite proposes to provide the services listed above on a lump sum basis for a basic fee of $10,915. The above scope of work and related fee has been based on the following assumptions: • Client shall facilitate right of entry. The following services are not included in this proposal: • All government fees including recording, these will be paid by the client. Exhibit A City of East Wenatchee Resolution 2023-12 January 26, 2023 Mapping & Modeling Rock Island Road Page 4 of 4 Box\_2023 Proposals\2023 0126 Rock Island Road (RH2)\2023 0126 Rock Island Road Mapping & Modeling Proposal.docx Authorization to Proceed If the foregoing meets with your acceptance, please sign a copy of this letter, and return it for our records as authorization to continue with the services stated. I look forward to working with you on this project! If you have any questions or need additional information, please call me at 206.250.6655, or email me at joshua@oversite.tech. Sincerely, Joshua Velazquez, PLS Owner Acknowledgement and Authorization to Proceed The undersigned hereby acknowledges this agreement and has authority to act on behalf of the Client and authorizes OverSite LLC to proceed accordingly. Name (Printed) Title Signature Date Exhibit A City of East Wenatchee Resolution 2023-12 Date of Issue 1.29.2023 Description (Classification)Units / Hours Unit Cost Total Boundary Research (PLS)4 $185 $740 Establish Control (PLS)2 $185 $370 Tie Monuments (PLS)6 $185 $1,110 Aerial Data Acquisition & Prep (PLS)2 $185 $370 Conventional Data Acquisition (PLS)4 $185 $740 Data Processing (PLS)2 $185 $370 Drafting & Modeling (PLS)12 $185 $2,220 QA QC (PLS)1 $185 $185 Total Hourly Cost 33 $6,105 OverSite Project number P2023 0126 Proposal Client: RH2 Engineering 300 Simon Street Southeast Suite 5 East Wenatchee, WA 98802 Project: City Group Topographic Mapping,Surface Model, Right-of-Way Determination OverSite LLC 10 First Street, Suite 116 Wenatchee,WA 98801 P: 206.250.6655 E: joshua@oversite.tech 1 of 2 Exhibit G-2 Exhibit A City of East Wenatchee Resolution 2023-12 Survey Rock Island Road from Grant Road through McGee Street, width of right of way. Exhibit A City of East Wenatchee Resolution 2023-12 1250 N WENATCHEE AVE STE H135 TEL: 509.664.4843 WENATCHEE, WA 98801 FAX: 509.663.8534 www.csinw.com Construction Special Inspection CELL: 509-264-0732 WENATCHEE January 26, 2023 RH2 Engineering, Rock Island Rd. Project Coring: Erik, CSI is pleased to provide you with the following cost estimate for special testing on your project. We understand the scope of work to include asphalt coring. Field Testing The following table lists the projected time spent onsite. Technician III: Asphalt Coring 2 hrs. @ $70 $140 Asphalt Cores 5 Cores @ $60 $300 Mileage and Travel Time: Mileage will be charged at the rate of $1.00 per mile. We estimate the round -trip distance from our office to be 15 miles. CSI is currently involved in projects in the area and will share the travel time and mileage whenever possible. Mileage – Round Trips @ 10 miles ea. 1 Trip: 10 mi @ $1.00 $10 Travel time @ .5 hr. per trip. .5 hr. @ $70 $35 Total Estimated Cost $485.00 Thank you for the opportunity to provide you with this estimate. We look forward to working with you on this and future projects. Please call if you have any questions. Sincerely, CSI Derek Nyland Exhibit G-1 and 2 continuedExhibit A City of East Wenatchee Resolution 2023-12