HomeMy WebLinkAboutResolution 2025-50, ILA with Douglas County - Urban Transportation Element of Comprehensive PlanCity of East Wenatchee Resolution 2025-50 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. 2025-50
A Resolution of the City of East Wenatchee, Washington authorizing
the Mayor to execute an Interlocal Agreement with Douglas County for
work on a joint Urban Transportation Element of the Comprehensive
Plan, with a contribution amount not to exceed $97,000, contingent
upon approval of the Public Works Director and City legal counsel.
1.Alternate format.
1.1. Para leer este documento en otro formato (español, Braille,
leer en voz alta, etc.), póngase en contacto con el vendedor de la
ciudad al alternateformat@eastwenatcheewa.gov, al (509) 884-
9515 o al 711 (TTY).
1.2. To read this document in an alternate format (Spanish,
Braille, read aloud, etc.), please contact the City Clerk at
alternateformat@eastwenatcheewa.gov, at (509) 884-9515, or at
711 (TTY).
2.Authority.
2.1. RCW 35A.11.020 and RCW 35A.12.190 authorize the City
Council to organize and regulate its internal affairs and to define
the powers, functions and duties of its officers and employees.
THE CITY COUNCIL OF THE CITY OF EAST WENATCHEE DO
RESOLVE AS FOLLOWS:
3.Authorization. The City Council authorizes the Mayor to execute a
Task Authorization that conforms to the language similar to the
draft agreement in Exhibit A, contingent upon approval from the
Public Works Director and City legal counsel.
4.Severability. If a court of competent jurisdiction declares any
provision in this resolution to be contrary to law, such declaration
shall not affect the validity of the other provisions of this Resolution.
5.Effective date. This Resolution becomes effective immediately.
City of East Wenatchee
Resolution 2025-50
City of East Wenatchee
Resolution 2025-50
Passed by the City Council of East Wenatchee, at a regular
meeting thereof on this 4th day of November, 2025.
The City of East Wenatchee,
Washington
By L^M/\A^/^L ^^^^/^
Jer^flea Crawford,Mayor^/
Attest:
T^tt$-'7T--
Anna Laura Lean; City Clerk
Approved as to form only:
y/u^
City Attorney
Filed with the City Clerk:
Passed by the City Council:
Effective Date:
10-30-2025
11-04-2025
11-04-2025
City of East Wenatchee Resolution 2025-50 with Exhibit A
Retain Resolution until no longer needed for City-business, then transfer to Washington State
Archives (GS50-05A-16 Rev. l)
Page 2 of 2
ILA Dougals County and City of East Wenatchee Comprehensive Plan
2026 Urban Transportation Element Update Pg. 1 of 12
Filed for and Return to:
Laura Leon, City Clerk
City of East Wenatchee
271 9th Street NE
East Wenatchee, WA 98802
The information contained in this boxed section is for recording purposes only pursuant to RCW 36.18 and RCW 65.04, and is not
to be relied upon for any other purpose, and shall not affect the intent of any warranty contained in the document itself.
Document Title: Interlocal Cooperative Agreement Between the City of East Wenatchee and
Douglas County for Updates to the Urban Transportation Element of the
2026 Greater East Wenatchee Comprehensive Plan Update
Grantor(s): City of East Wenatchee and Douglas County
Grantee(s): City of East Wenatchee and Douglas County
Reference No.(s) of
Related Doc.(s)::
Filed with the Auditor pursuant to RCW 39.34.040
INTERLOCAL COOPERATIVE AGREEMENT BETWEEN THE CITY OF EAST WENATCHEE
AND DOUGLAS COUNTY FOR UPDATES TO THE URBAN TRANSPORTATION ELEMENT
OF THE 2026 COMPREHENSIVE PLAN UPDATE
This is an lnterlocal Cooperative Agreement for transportation planning, entered into
under the authority of the lnterlocal Cooperation Act, Chapter 39.34 RCW, between Douglas
County, a political subdivision of the State of Washington (hereinafter “County”), and the City
of East Wenatchee, a municipal corporation of the State of Washington (hereinafter “City”).
Collectively, the County and the City are referred to as the "Parties." Occasionally the County or
the City may individually be referred to as a "Party." This Agreement has been authorized by the
legislative body of each jurisdiction pursuant to formal action as designated below:
Douglas County: Resolution No. ______________
City of East Wenatchee: City Council Approval on 11/4/2025.
WHEREAS, the Urban Transportation Element of the Comprehensive Plan is
implemented within the Cities Urban Growth Area, and is implemented by the City and County;
WHEREAS; Periodic updates to the Transportation Element are necessary to ensure a
safe, efficient, and effective transportation system for residents and commercial traffic within
the urban area
WHEREAS, Updating the Transportation Element cooperatively allows the City and
County to foster a development environment in which developers have a clear understanding
and expectation of requirements for all prospective projects within the urban area
WHEREAS, the Parties desire to cooperate to update the Urban Transportation Element
in the 2026 Comprehensive Plan;
WHEREAS, the Parties at properly noticed public meetings have found this coordination
to be in the best interest of the public and for the mutual benefit of the public of Douglas County
and City of East Wenatchee.
ILA Dougals County and City of East Wenatchee Comprehensive Plan
2026 Urban Transportation Element Update Pg. 2 of 12
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
consideration, and intending to be bound thereby, it is agreed between the City and County as
follows:
1. PURPOSE.
1.1 The purpose of this Interlocal Cooperative Agreement Between the City of East
Wenatchee and Douglas County for Updates to the Urban Transportation Element of the 2026
Comprehensive Plan Update (“Construction Agreement”) is to set forth the terms and conditions
to jointly and cooperatively fund, and administer a joint effort to update the Urban
Transportation Element of the 2026 Comprehensive Plan, (hereafter the ”Project”). This
Agreement authorizes the County to coordinate and administer the Project.
1.2 This Agreement continues the cooperative approach towards Transportation
Planning between the City and County.
1.3 This Agreement is limited to the above purposes and does not apply to any other
power, privilege or authority that may be exercised by the Parties.
2. RECITALS ADOPTED. Recitals set forth above, and in the County’s authorizing resolution
are hereby adopted and incorporated into these terms as though fully set forth below.
3. SCOPE OF SERVICES. The services provided by the County to the City are limited to the
scope of work as described in paragraph 4.3.
4. DEFINITIONS.
Unless otherwise indicated in the text of this Agreement, the following terms are defined as set
forth below:
4.1 "Agreement" means this document and its terms, conditions, covenants, and
performances, as well as any attached exhibits or otherwise incorporated documents.
4.2 "Change Order" means a written amendment to the Project contract after the
effective date that alters the work, the contract sum, or the contract time. Following approval of
a Change Order by the County, the Change Order work shall become a part of the Cou nty’s
construction work as defined in this Construction Agreement.
4.3 “Project” means the 2026 Transportation Element Update specified in a scope of
work attached in Exhibit A, generated by the Parties for the purpose of contracting. The Project
work will be completed as governed by the Project contract and the Change Order terms of this
Agreement.
5. RELATIONSHIP OF PARTIES.
5.1 No separate entity necessary. No separate legal or administrative entity is created
by or pursuant to this Construction Agreement.
Exhibit A
City of East Wenatchee
Resolution 2025-49
ILA Dougals County and City of East Wenatchee Comprehensive Plan
2026 Urban Transportation Element Update Pg. 3 of 12
5.2 No Joint Venture. Nothing contained in this Agreement shall be construed as
creating any type or manner of partnership, joint venture or other joint enterprise between the
parties.
5.3 Administrators. Each party to this Agreement shall designate an individual (an
“Administrator”), who may be designated by title or position, to oversee and administer such
party’s participation in this Agreement. The parties’ initial Administrators shall be the following
individuals, but may be changed at any time by delivering written notice of such change to the
other party:
City’s Initial Administrator: County’s Initial Administrator:
Garren Melton Justin Roozen
Public Works Director Transportation Programs Manager
City of East Wenatchee Douglas County TLS
271 9th Avenue 140 19th Street
East Wenatchee, WA 98802 East Wenatchee, WA 98802
5.4 Ownership of Property. Except as expressly provided to the contrary herein, the
City and County shall own all improvements within their respective jurisdictions. Nothing
contained herein transfers ownership of property, either real or personal, from one party to the
other, and nothing herein alters or modifies the jurisdictional boundaries of the Parties.
5.5 Independent Contractor. Both Parties are deemed independent contractors for all
purposes, and the employees of each Party and any of its contractors, subcontractors,
consultants, and the employees thereof, shall not in any manner be deemed to be the employees
of the other Party. Each Party shall retain all authority for provision of services, standards of
performance, discipline and control of its own personnel, and other matters incident to its
performance of services pursuant to this Agreement. Nothing in this Agreement shall make any
employee of the County an employee of the City or any employee of the City an employee of the
County for any purpose, including but not limited to, withholding of taxes, payment of benefits,
workers' compensation pursuant to Title 51 RCW, or any other rights or privileges accorded
their respective employees by virtue of their employment.
6. TERM OF AGREEMENT.
6.1 Duration. This Agreement shall commence on the date of recording pursuant to
Paragraph 23.7 and remain in effect until the City makes final payment to the County and has
approved and accepted the work performed by the County pursuant to Paragraph 9.1.
6.2 Termination. This Agreement may be terminated prior to the final payment upon the
mutual agreement of the Parties in writing and approved by action taken in public meetings by
both legislative authorities.
6.2.01 Upon early termination of this Agreement as provided in this Article 6, the City
shall pay the County for all work performed up to the date of termination, as well as the
costs of any and all non-cancelable obligations. The County shall notify the City within
thirty (30) days of the date of termination of all remaining costs including non-cancelable
Exhibit A
City of East Wenatchee
Resolution 2025-49
ILA Dougals County and City of East Wenatchee Comprehensive Plan
2026 Urban Transportation Element Update Pg. 4 of 12
costs. Termination costs charged to the City shall not exceed the actual costs incurred
as a result of early termination. No payment shall be made by the City for any expense
incurred or work performed by the County following the effective date of termination
unless authorized in writing by the City.
7.DUTIES OF THE PARTIES.
7.1 County Obligations. The County is the lead agency for the Project and shall
administer the awarded contract(s), including:
7.1.01 The County shall, as permitted by law, enter into separate agreements with
third parties to perform any and all work or services reasonable and necessary for
completion of the project.
7.1.02 Schedule and coordinate the Project.
7.1.03 Handle accounts payable, review of invoices and billing, accounting and
disburse payments to the Project contractor(s).
7.1.04 Administer this Agreement and other agreements related to the Project as
necessary, monitor funding distribution, and process reimbursements.
7.1.05 Review for effect and compliance all contractor submissions of proof of
insurance, bonds, and all other performance surety or financial assurances required on
the Project prior to any work being performed under this Agreement.
7.1.06 Administer Change Orders subject to City’s advance approval for changes
affecting items within the City’s scope.
7.1.07 The County shall timely contact the City in the event that the County is unable
to perform those activities necessary for administration and oversight of the Project for
any reason.
7.2 City Obligations. The City shall:
7.2.01 Timely review and approve or reject Change Order requests relating to the
City’s work. The City Council delegates authority to review and approve change orders
to the Public Works Director and Mayor, with approval limits set by the City’s
procurement policy.
7.2.02 Provide reimbursement of project costs for the City work pursuant to Article
10 herein.
7.2.03 Promptly review the work items related to the City’s scope when requested
and otherwise as it determines prudent and provide input on issues if they arise.
7.2.04 Promptly notify the County of the City’s final acceptance of the work when the
work is finally complete.
Exhibit A
City of East Wenatchee
Resolution 2025-49
ILA Dougals County and City of East Wenatchee Comprehensive Plan
2026 Urban Transportation Element Update Pg. 5 of 12
7.3 There are no additional parties intended to benefit under this Agreement. There are
no other rights, duties, obligations, or representation, written or oral, concerning the subject
matter of this Agreement.
7.4 Nothing contained herein shall be construed as in any way divesting the City of any
of its powers with respect to the supervision, management, and control of roads and streets
within its boundaries.
8. CHANGE ORDERS.
8.1 In the event that the City desires to add, omit, or change the work Specifications, the
City may request the County facilitate the addition, omission, or change through use of a Change
Order. Any Change Order shall be delivered to the County by written request.
8.2 If the County accepts the request, it will implement a Change Order as long as the
change does not negatively impact the County’s work and complies with applicable laws, rules
and regulations, and does not unreasonably delay scheduled Project activities.
8.3 If the County desires to add to or change the Project as it affects City items, it shall
give advance notice to the City. If objectionable, the City shall respond to the County's request
as soon as practicable, but not more than five (5) working days after receipt of the request. If the
City fails to respond to the County's request, the request is deemed approved by the City.
8.4 By entering into this Agreement and upon it becoming effective as described in Article
6.1 above, both parties authorize their respective Administrators to accept, deny, and negotiate
the Change Orders described in this Article 8, including any associated increase, decrease, or
other change to the Project costs.
9. PROJECT APPROVAL.
9.1 The County shall promptly notify the City in writing when the County has determined
the Project is completed. Upon request by the City, the County will provide the City with all
materials used in the preparation of the update. Upon completion, the City will issue (a) a
written letter of acceptance of the Project to the County, or (b) deliver a written explanation in
Punch List format detailing the reasons why the City work is not acceptable to the City. The
City’s response detailed above shall be provided to the County within ten (10) business days of
being notified of the County’s determination of Project completion. The City agrees to work
diligently and in good faith with the County to resolve any issues relating to the Project so as not
to delay the County’s acceptance of the Project. When issues raised by the City are resolved,
the City will immediately deliver a letter of acceptance of the Project to the County.
9.2 The County shall provide a copy of all final project deliverables to the City when
notifying the City the project has been completed. File formats should be mutually agreed upon
by the City and County.
10. PAYMENT & ACCOUNTING.
Exhibit A
City of East Wenatchee
Resolution 2025-49
ILA Dougals County and City of East Wenatchee Comprehensive Plan
2026 Urban Transportation Element Update Pg. 6 of 12
10.1 The Parties have prepared a scope of work for the project, as attached in Exhibit A.
The County will direct it’s consultant to prepare separate cost schedules for work that is not
covered under this agreement. The Parties acknowledge and agree that the Estimated Costs
reflect approximations, and actual Project costs may deviate from those estimates.
Expenditures for the Transportation Element of the Greater East Wenatchee
Comprehensive Plan work shall be reimbursed from the City to the County as follows: The
City shall reimburse the County for 60% of the actual costs associated with the scope of
work and Fee, Task 0B, as attached in Exhibit A, in an amount not to exceed $97,000, without
prior authorization from the City. The management reserve fund shall be reimbursed to the
County i as mutually agreed by the City and County when authorized and used by the
Consultant. The management reserve fund shall not to exceed $15,000.
10.2 The County agrees that only those costs directly allocable to the City work under
generally accepted accounting procedures will be charged to the City.
10.3 Any change orders or other deviations from the Project Scope that impact Project
cost will be the responsibility of the Party responsible for or initiating the deviation.
10.4 The County shall invoice the City for all City work performed by the County. Invoices
shall be provided monthly for the duration of the Project, and with sufficient documentation and
information to identify the invoiced charges.
10.5 The City shall remit payment to the County within thirty (30) days of receipt of a
County invoice; provided, that if the City disagrees with all or part of the invoice, the City shall
notify the County of the disagreement within twenty (20) days of the invoice. The notice shall
include an explanation of the disagreement and supporting documentation and information, if
any. The City shall pay all parts of an invoice that are not contested within the invoiced thirty
(30) day pay period. The Parties shall have thirty days from the Notice of Disputed Charge to
resolve the disagreement.
10.5.01 If, within that resolution period, the matter is resolved the County shall
provide the City with an updated invoice for the mutually agreed charges. The City shall
have 30 days to pay the updated invoice.
10.5.02 If, within that resolution period, the matter is not resolved, the City shall pay
the originally invoiced amount and the matter may be resolved through the dispute
resolution provisions of section IX of this Agreement. Payment of the invoice shall not
bar the City from bringing any claims against the County or otherwise limit the City’s use
of lawful remedies.
10.6 Interest Accrual. Amounts not paid within the requisite time periods shall thereafter
all accrue interest at the rate of six percent (6%) per annum until the outstanding balance of the
past due principal is paid.
10.7 Accounting. All accounting and financial transactions for the Project shall be
conducted through the County. All accounting procedures shall be in accordance with
applicable federal and state requirements, state law, and modified cash basis methods
Exhibit A
City of East Wenatchee
Resolution 2025-49
ILA Dougals County and City of East Wenatchee Comprehensive Plan
2026 Urban Transportation Element Update Pg. 7 of 12
prescribed by the Washington State Budgeting, Accounting and Reporting System (BARS).
Information to convert to Generally Accepted Accounting Principles (GAAP) will be provided to
the City if necessary for its reporting.
11. MUTUAL COOPERATION. The Parties agree to perform any further acts and to execute and
deliver any further documents as may be reasonably necessary to fully effectuate the provisions
of this Agreement.
12. THIRD PARTY CONTRACTS. The County shall, as permitted by law, enter into separate
agreements with third parties to perform any and all work or services reasonable and necessary
for completion of the project.
13. INSURANCE.
13.1 Each party shall maintain its own insurance or self-insurance or both for its
obligations from damage to property and injury to persons arising out of its activities associated
with this Agreement as it deems reasonably appropriate and prudent. The maintenance of, or
lack thereof of insurance or self-insurance or both shall not limit the liability of the indemnifying
part to the indemnified party(s). Upon request, a Party shall provide the other with a certificate
of insurance or letter of self-insurance as the case may be.
13.2 Each Party shall provide or purchase workers’ compensation coverage to meet the
Washington State Industrial Insurance regulations and cause any contractors or
subcontractors working on behalf of said party to also carry such insurance prior to performing
work under the Agreement.
14. NOTICES. All notices required to be given by any party to the other party under this
Agreement shall be in writing and shall be delivered either in person, by United States mail, or
by electronic mail (email) to the applicable Administrator or the Administrator’s designee.
Notice delivered in person shall be deemed given when accepted by the recipient. Notice by US
Mail shall be deemed given as of the date the same is deposited in the US Mail, postage prepaid,
and addressed to the Administrator or the Administrator’s designee, at the address set forth in
Paragraph 5.3. Notice delivered by email shall be deemed given as of the date and time received
by the recipient.
15. CLAIMS AGAINST PARTIES.
15.1 Claims. A party shall notify the other party of any and all claims received by it that
are directly or indirectly related to the Project within three (3) business days after receipt. This
notification shall be required regardless of the jurisdictional location, if any, of the alleged cause
of damage. The notification shall include a copy of the notice of claim filed with the party and
any accompanying documentation or evidence provided by the claimant.
16. INDEMNIFICATION AND HOLD HARMLESS.
16.1 Each party shall protect, defend, indemnify and save harmless the other party, its
officers, officials, employees and agents while acting within the scope of their employment as
such, from any and all third-party suits, costs, claims, actions, losses, penalties, judgments,
Exhibit A
City of East Wenatchee
Resolution 2025-49
ILA Dougals County and City of East Wenatchee Comprehensive Plan
2026 Urban Transportation Element Update Pg. 8 of 12
and/or awards of damages, of whatsoever kind arising out of, or in connection with, or incident
to the performance of this Agreement caused by or resulting from each party’s own negligent
acts or omissions to the extent of its comparative liability. Each party agrees that its obligations
under this provision extend to any claim, demand, or cause of action brought by or on behalf of
any of its employees, or agents.
16.2 The provisions of this Article 16 shall survive the expiration or earlier termination of
this Agreement.
17. PERFORMANCE OF DUTIES.
17.1 Compliance with All Laws. In the performance of its obligations under this
Agreement, each Party shall comply with all applicable federal, state and local laws, rules,
regulations and ordinances. Should a party’s non-compliance result in loss of Project funding,
fines, fees, or other regulatory penalties, the non -complying party shall be solely responsible
for the cost of those penalties and shall reimburse the compliant party for any out-of-pocket
expenses, including but not limited to any required payback of outside funding.
17.2 Records. Each Party shall have access to all records and other related
documentation of the other Party relating to the performance of this Agreement. Each Party shall
maintain books, records, documents and other materials relevant to its performance under this
Agreement that sufficiently and accurately reflect any and all direct and indirect costs and
expenses incurred or pain in the course of performing this Agreement. These records shall be
subject to inspection, review and audit by either Party or its designee, the Washington State
Auditor’s Office, and authorized federal agencies. Each Party shall retain all such books,
records, documents and other materials for six (6) years following the termination of this
Agreement or such longer period as may be required by law.
17.3 Rights in Data and Work Product. Unless otherwise agreed upon by the Parties in
writing, all data, reports, documents, pamphlets, advertisements, books, magazines, surveys,
studies, computer programs, films, tapes, sound reproductions, educational courses and
materials and other work product that originates from the Performance of this Agreement shall
be “works for hire” and shall be the joint property of the Parties.
17.4 Improper Influence. Each Party agrees, warrants and represents that it did not and
will not employ, retain or contract with any person or entity on a contingent compensation basis
for the purpose of seeking, obtaining, maintaining or extending this agreement. Each Party
agrees, warrants and represents that no gratuity whatsoever has been or will be offered or
conferred with a view towards obtaining, maintaining or extending this Agreement.
17.5 Conflict of Interest. The elected and appointed officials and employees of the Parties
shall not have any personal financial interest, direct or indirect, which gives rise to a conflict of
interest as defined by Washington law.
17.6 Force Majeure. Neither Party shall be liable nor deemed to be in default for any delay
or failure in performance under this Construction Agreement or other interruption of service or
employment resulting, directly or indirectly, from acts of God, civil or military authority, acts of
public enemy, terrorism, bomb threats, computer virus, epidemic, power outage, acts of war,
Exhibit A
City of East Wenatchee
Resolution 2025-49
ILA Dougals County and City of East Wenatchee Comprehensive Plan
2026 Urban Transportation Element Update Pg. 9 of 12
accidents, fires, explosions, earthquakes, floods, failure of transportation, machinery, or
supplies, vandalism, strikes or other work interruptions by the employees of either Party, or
any other cause beyond the reasonable control of the Party affected thereby. However, each
Party shall utilize its best good faith efforts to perform under this Construction Agreement in the
event of any such occurrence or circumstance.
18. ADMINISTRATION.
18.1 Time. Time is of the essence of this Agreement.
18.2 Waiver Limited. A waiver of any term or condition of this Agreement must be in
writing and signed by the waiving Party. Any implied waiver of a term or condition of this
Agreement shall apply only to the specific act, occurrence or omission and shall not constitute
a waiver as to any other term or condition or any future act, occurrence or omission.
19. DEFAULT AND REMEDIES.
19.1 Default. In the event a party fails to perform as obligated by this Agreement, the other
party shall provide written notice of such failure to the non-performing party. The non-
performing party shall have thirty (30) days from receipt of such written notice in which to cure
and correct the failure to perform, after which time it shall be in default (“Default”) under this
Construction Agreement; provided, however:
19.2 that if the non-performance is of a type that could not reasonably be cured within
said thirty (30) day period, then the non-performing party shall not be in Default if it commences
curative action within said thirty (30) day period and thereafter diligently pursues cure to
completion; or
(A) that if the non-performance presents a clear and imminent danger to the
health and well-being of the public, a clear violation of federal or state laws, rules or
regulations specifically found to be of imminent concern or a clear threat to project
funding the non-performing party shall have only three (3) business days to
demonstrate its performance, compliance, mitigation, or other curative action.
19.3 Remedies. In the event of a party’s Default, then after giving notice and an
opportunity to cure pursuant to paragraph 19.1 above, the non-Defaulting party shall have the
right to exercise any or all rights and remedies available to it in law or equity.
20. DISPUTE RESOLUTION. In the event differences between the parties arise over the terms
and conditions or the performance of this Agreement, the parties shall use their best efforts to
resolve those differences on an informal basis. If those differences cannot be resolved
informally, the matter shall be referred for mediation to a mediator mutually selected by the
parties. If mediation is not successful, either of the parties may institute legal action for specific
performance of this Agreement or for damages.
21. ATTORNEY FEES. If any legal action, mediation, arbitration or other proceeding is brought
for the enforcement or interpretation of this agreement, or because of an alleged dispute,
Exhibit A
City of East Wenatchee
Resolution 2025-49
ILA Dougals County and City of East Wenatchee Comprehensive Plan
2026 Urban Transportation Element Update Pg. 10 of 12
breach, default, or misrepresentation in connection with any of the provisions of this
Agreement, each party shall bear its own attorneys fees and costs incurred.
22. GOVERNING LAW AND VENUE. This Agreement shall be governed exclusively by the laws
of the state of Washington. The Grant County Superior Court shall be the sole proper venue for
any and all suits brought to enforce or interpret this Agreement.
23. GENERAL PROVISIONS.
23.1 No Assignment. Except as otherwise specifically provided in this Agreement, the
Parties may not assign any rights or delegate any duties under this Agreement, whether by
assignment, subcontract or other means. Any such attempted assignment or delegation shall
be void and shall constitute a material breach.
23.2 Entire Agreement. This Agreement with its appendices, and references, in addition
to the Project Scope where it is not in conflict herewith constitute the entire agreement between
the Parties and no understandings, representations, or agreements not contained therein have
been made to induce the Parties to enter into this Agreement.
23.3 Amendment. This Agreement may not be amended, supplemented or otherwise
modified unless expressly set forth in a written agreement approved by the legislative
authorities of each Party and signed by the Parties.
23.4 Invalid Provisions. This Agreement will be enforced to the fullest extent permitted
by applicable law. If any term or provision of this Agreement is held to be invalid, illegal, or
unenforceable by a court or other governmental authority of competent jurisdiction, those
remaining, unaffected terms or provisions shall remain in full force and affect so long as the
remaining provisions are sufficient to fulfill the intent of the parties and purpose as stated in
this Agreement.
23.5 Counterparts. This Agreement may be executed by the Parties using duplicate
counterparts.
23.6 Ratification. Acts taken in conformity with this Agreement prior to its execution are
hereby ratified and affirmed.
23.7 Recording and State Approval. Pursuant to RCW 39.34.040, this interlocal
agreement shall be recorded with the Douglas County Auditor and filed by the City Clerk. To
the extent any state officer or agency has control over the services or facilities which may be the
subject of this Agreement, it shall be submitted to such state officer or agency for approval
pursuant to RCW 39.34.050.
Exhibit A
City of East Wenatchee
Resolution 2025-49
ILA Dougals County and City of East Wenatchee Comprehensive Plan
2026 Urban Transportation Element Update Pg. 11 of 12
Signature page 1 of 2.
BY COUNTY:
Approved on this ___ day of __________, 2025.
BOARD OF COUNTY COMMISSIONERS
DOUGLAS COUNTY, WASHINGTON
____________________________
Marc Straub, Board Chair
____________________________
Dan Sutton, Vice Chair
____________________________
Randy Agnew, Commissioner
ATTEST:
____________________________
Carlye Baity, Clerk of the Board
Approved as to form:
____________________________
Kammeron N. Todd, WSBA# 50306
Civil Deputy Prosecuting Attorney
Exhibit A
City of East Wenatchee
Resolution 2025-49
ILA Dougals County and City of East Wenatchee Comprehensive Plan
2026 Urban Transportation Element Update Pg. 12 of 12
Signature page 2 of 2.
BY CITY:
Approved by the Council on this ___ day of __________, 2025.
CITY OF EAST WENATCHEE
____________________________
Jerrilea Crawford, Mayor
ATTEST:
____________________________
Laura Leon, City Clerk
Approved as to form:
____________________________
City Attorney
Exhibit A
City of East Wenatchee
Resolution 2025-49
Local Agency A&E Professional Services
Cost Plus Fixed Fee Consultant Agreement
Agreement Number:
Firm/Organization Legal Name (do not use dba’s):
Address Federal Aid Number
UBI Number Federal TIN or SSN Number
Execution Date Completion Date
1099 Form Required
Yes No
Federal Participation
Yes No
Project Title
Description of Work
Yes No DBE Participation
Yes No MBE Participation
Yes No WBE Participation
Yes No SBE Participation
Total Amount Authorized:
Management Reserve Fund:
Maximum Amount Payable:
Index of Exhibits
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Scope of Work
DBE Participation
Preparation and Delivery of Electronic Engineering and Other Data
Prime Consultant Cost Computations
Sub-consultant Cost Computations
Title VI Assurances
Certification Documents
Liability Insurance Increase
Alleged Consultant Design Error Procedures
Consultant Claim Procedures Agreement Number:
Page 1 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
CP_TE2026_1
Transpo Group USA, Inc.
12131 113th Ave NE, Suite 203, Kirkland, WA 98034
603 258 009 46-1523472
December 31, 2026
Douglas County/City of East Wenatchee Transportation Element Update 2026
Development of two Transportation Elements, one (1) for the Greater East Wenatchee Urban Area and one (1)
for the Douglas County rural area.
*See included Scope of Work and Fee.
$353,128.72
$15,000.00
$368,128.72
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
THIS AGREEMENT, made and entered into as shown in the “Execution Date” box on page one (1) of this
AGREEMENT, between the ,
hereinafter called the “AGENCY,” and the “Firm / Organization Name” referenced on page one (1) of this
AGREEMENT, hereinafter called the “CONSULTANT.”
WHEREAS, the AGENCY desires to accomplish the work referenced in “Description of Work” on page one (1)
of this AGREEMENT and hereafter called the “SERVICES;” and does not have sufficient staff to meet the required
commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide
the necessary SERVICES; and
WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating
to professional registration, if applicable, and has signified a willingness to furnish consulting services to
the AGENCY.
NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein,
or attached and incorporated and made a part hereof, the parties hereto agree as follows:
I.General Description of Work
The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and
necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor,
and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the
SERVICES as designated elsewhere in this AGREEMENT.
II.General Scope of Work
The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit “A” attached
hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed
utilizing performance based contracting methodologies.
III.General Requirements
All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall
receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or
individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress,
and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials,
groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT
sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days’
notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit “A.”
The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will
outline in written and graphical form the various phases and the order of performance of the SERVICES in
sufficient detail so that the progress of the SERVICES can easily be evaluated.
The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws,
rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under
this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State
of Washington.
Agreement Number:
Page 2 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
CP_TE2026_1
Douglas County
Exhibit A
City of East Wenatchee
Resolution 2025-49
Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per
49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the
commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be
shown on Exhibit “B” attached hereto and by this reference made part of this AGREEMENT. If the Prime
CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF)
regulation outlined in the AGENCY’s “DBE Program Participation Plan” and perform a minimum of 30% of the
total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS
perform a minimum of 30% of the total amount of this AGREEMENT.
In the absents of a mandatory DBE goal, a voluntary SBE goal amount of ten percent of the Consultant Agreement
is established. The Consultant shall develop a SBE Participation Plan prior to commencing work. Although the
goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not.
The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms (including Prime)
involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information
shall identify any DBE Participation.
All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned.
All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit “C –
Preparation and Delivery of Electronic Engineering and other Data.”
All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared
by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for
these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or
on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall
be without liability or legal exposure to the CONSULTANT.
Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other
party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below:
If to AGENCY: If to CONSULTANT:
Name: Name:
Agency: Agency:
Address: Address:
City: State: Zip: City: State: Zip:
Email: Email:
Phone: Phone:
Facsimile: Facsimile:
IV.Time for Beginning and Completion
The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by
the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this
AGREEMENT titled “Completion Date.”
The established completion time shall not be extended because of any delays attributable to the CONSULTANT,
but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of
unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the
CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the
established completion time.
Agreement Number:
Page 3 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant
Agreement Revised 02/01/2021
Justin Roozen Jon Pascal
Douglas County Transpo Group USA, Inc.
140 19th Street NW, Suite A 12131 113th Ave NE, Suite 203
East Wenatchee WA 98802 Kirkland WA 98034
jroozen@co.douglas.wa.us jon.pascal@transpogroup.com
509-888-6573 425-896-5230
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
V.Payment Provisions
The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT
as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES
rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES,
specified in Section II, “Scope of Work”. The CONSULTANT shall conform to all applicable portions of 48 CFR
Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits
“D” and “E” and by this reference made part of this AGREEMENT.
A.Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the
CONSULTANT’S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate,
and direct non-salary costs.
1.Direct (RAW) Labor Costs: The Direct (RAW) Labor Cost is the direct salary paid to principals,
professional, technical, and clerical personnel for the time they are productively engaged in work necessary
to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the
direct salary costs billed to the AGENCY.
2.Indirect Cost Rate (ICR) Costs: ICR Costs are those costs, other than direct costs, which are included as such
on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall
be made at the ICR rates shown in attached Exhibits “D” and “E” of this AGREEMENT. Total
ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT
the actual ICR costs verified by audit, up to the Maximum Total Amount Payable, authorized under this
AGREEMENT, when accumulated with all other Actual Costs.
A summary of the CONSULTANT’S cost estimate and the ICR percentage is shown in Exhibits “D” and
“E”, attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT (prime and
all A&E sub-consultants) will submit to the AGENCY within six (6) months after the end of each firm’s
fiscal year, an ICR schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.)
for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by
the ICR schedule. It shall also be used for the computation of progress payments during the following year
and for retroactively adjusting the previous year’s ICR cost to reflect the actual rate. The ICR schedule will
be sent to Email: ConsultantRates@wsdot.wa.gov.
Failure to supply this information by either the prime CONSULTANT or any of their A&E sub-consultants
shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required
information is received and an overhead rate for billing purposes is approved.
The AGENCY’s Project Manager and/or the Federal Government may perform an audit of the
CONSULTANT’S books and records at any time during regular business hours to determine the actual ICR
rate, if they so desire.
3.Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the Actual Cost to the
CONSULTANT. (excluding Meals, which are reimbursed at the per diem rates identified in this section)
These charges may include, but are not limited to, the following items: travel, printing, long distance
telephone, supplies, computer charges and fees of sub-consultants. Air or train travel will be reimbursed
only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall
comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in
accordance with WSDOT’s Accounting Manual M 13-82, Chapter 10 – Travel Rules and Procedures, and
revisions thereto. Air, train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal
Regulations (CFR) Part 31.205-46 “Travel Costs.” The billing for Direct Non-Salary Costs shall include an
itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain
the original supporting documents in their office. Copies of the original supporting documents shall be
supplied to the AGENCY upon request. All above charges must be necessary for the services provided
under this AGREEMENT.Agreement Number:
Page 4 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
4.Fixed Fee: The Fixed Fee, which represents the CONSULTANT’S profit, is shown in attached Exhibits “D”
and “E” of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and
the estimated person-hours required to perform the stated Scope of Work. In the event the CONSULTANT
enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may
include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated
and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported
in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not
previously paid in the progress payments will be covered in the final payment, subject to the provisions of
Section IX entitled “Termination of Agreement.”
5.Management Reserve Fund (MRF): The AGENCY may desire to establish MRF to provide the Agreement
Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable
unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in
this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or
10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included
for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any
changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII,
“Extra Work.”
6.Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the
CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this
AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and
the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in
Section XIII, “Extra Work.” No minimum amount payable is guaranteed under this AGREEMENT.
B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of
Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings
shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under
Section III, “General Requirements” of this AGREEMENT. The billings will be supported by an itemized
listing for each item including Direct (RAW) Labor, Direct Non-Salary, and allowable ICR Costs to which will
be added the prorated Fixed Fee. To provide a means of verifying the billed Direct (RAW) Labor costs for
CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of
recording the names, titles, Direct (RAW) Labor rates, and present duties of those employees performing work
on the PROJECT at the time of the interview.
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, if applicable, upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related
documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by
the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have
against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by
the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that
the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect
to such claims.
The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time
of final audit; all required adjustments will be made and reflected in a final payment. In the event that such
final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to
the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute
a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of
overpayment. The CONSULTANT has twenty (20) working days after receipt of the final POST AUDIT to
begin the appeal process to the AGENCY for audit findings.
Agreement Number:
Page 5 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
D.Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection
by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final
payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon
these records with the following exception: if any litigation, claim or audit arising out of, in connection with,
or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and
accounts shall be retained until such litigation, claim, or audit involving the records is completed.
An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the
State Auditor, WSDOT’s Internal Audit Office and/or at the request of the AGENCY’s Project Manager.
VI.Sub-Contracting
The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit “A” attached hereto and by
this reference made part of this AGREEMENT.
The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without
prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY
and sub-consultant, any contract or any other relationship.
Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit “E” attached
hereto and by this reference made part of this AGREEMENT.
The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub-
consultant cost estimate unless a prior written approval has been issued by the AGENCY.
All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant
shall be negotiated and substantiated in accordance with section V “Payment Provisions” herein and shall be
memorialized in a final written acknowledgement between the parties.
All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require
each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With
respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE’s
Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011.
The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national
origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable
requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the
CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the
termination of this AGREEMENT or such other remedy as the recipient deems appropriate.
VII.Employment and Organizational Conflict of Interest
The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona
fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or
agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any
fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the
award or making of this 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 this AGREEMENT price or consideration
or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work
or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the
CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen’s
Agreement Number:
Page 6 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made
by a third party as a consequence of any act or omission on the part of the CONSULTANT’s employees or other
persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation
and responsibility of the CONSULTANT.
The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this
AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this
AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly
retired employees, without written consent of the public employer of such person if he/she will be working on this
AGREEMENT for the CONSULTANT.
VIII.Nondiscrimination
During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants,
subcontractors and successors in interest, agrees to comply with the following laws and regulations:
Title VI of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987
(42 U.S.C. Chapter 21 Subchapter V § 2000d (Public Law 100-259)
through 2000d-4a) • American with Disabilities Act of 1990
•Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seq.)
(23 U.S.C. Chapter 3 § 324)• 23 CFR Part 200
•Rehabilitation Act of 1973 49 CFR Part 21(29 U.S.C. Chapter 16 Subchapter V § 794) 49 CFR Part 26•Age Discrimination Act of 1975 •RCW 49.60.180(42 U.S.C. Chapter 76 § 6101 et. seq.)
In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit “F”
attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit “F” in
every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations
or directives issued pursuant thereto.
IX.Termination of Agreement
The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten
(10)days written notice to the CONSULTANT.
In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the
CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate
fixed fee percentage at the time of termination of this AGREEMENT, plus any direct non-salary costs incurred up to
the time of termination of this AGREEMENT.
No payment shall be made for any SERVICES completed after ten (10) days following receipt by the
CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice
of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this
section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for
any excess paid.
If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT,
the above formula for payment shall not apply.
In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the
AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES
to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to
Agreement Number:
Page 7 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of
termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the
time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES
performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the
amount, which would have been made using the formula set forth in paragraph two (2) of this section.
If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT’s failure to
perform is without the CONSULTANT’s or its employee’s fault or negligence, the termination shall be deemed to
be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed
for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default
clauses listed previously.
The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member,
partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT’s supervisory and/or
other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee.
The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or
more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The
CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT
unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s)
of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT
as set forth in the second and third paragraphs of this section.
Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of
any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the
CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY.
Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights
with respect to any future act or omission by the CONSULTANT.
X.Changes of Work
The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as
necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find
it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or
revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered
as Extra Work and will be paid for as herein provided under section XIII “Extra Work.”
XI.Disputes
Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within
10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and
binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the
Director of Public Works or AGENCY Engineer’s decision, that decision shall be subject to judicial review. If the
parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under
the procedures found in Exhibit “J”. In the event that either party deem it necessary to institute legal action or
proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior
Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto
agree that all questions shall be resolved by application of Washington law and that the parties have the right of
appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The
CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington,
situated in the county in which the AGENCY is located.
Agreement Number:
Page 8 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
XII.Legal Relations
The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws,
rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this
AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of
Washington.
The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and
their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part
from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the
CONSULTANT’s agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons
for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT
to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless
the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon
the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their
agents, officers, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom
the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused
by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT’s agents, employees,
sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally
liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or
vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense
and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT’s negligence or
the negligence of the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier,
or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any
AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier.
The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers
and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the
alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents,
proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT’s
agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the
CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any
use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or
communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT;
provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly
improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or
inventions resulting from STATE and/or AGENCY’s, their agents’, officers’ and employees’ failure to comply
with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and
employees by the CONSULTANT, its agents, employees, sub-consultants, subcontractors or vendors, of any tier, or
any other persons for whom the CONSULTANT may be legally liable.
The CONSULTANT’s relation to the AGENCY shall be at all times as an independent contractor.
Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole
discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and
examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or
any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT.
The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT’s own
employees or its agents against the STATE and /or the AGENCY and, solely for the purpose of this indemnification
and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51
RCW. This waiver has been mutually negotiated between the Parties.
Agreement Number:
Page 9 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of
construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable
supplemental AGREEMENT, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract
administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper
construction techniques, job site safety, or any construction contractor’s failure to perform its work in accordance
with the contract documents.
The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise
required, the following insurance with companies or through sources approved by the State Insurance
Commissioner pursuant to Title 48 RCW.
Insurance Coverage
A.Worker’s compensation and employer’s liability insurance as required by the STATE.
B.Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum
limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the
aggregate for each policy period.
C.Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for
any “Auto” (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single
limit for each occurrence.
Excepting the Worker’s Compensation Insurance and any Professional Liability Insurance, the STATE and
AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub-
consultant and/or subcontractor as an additional insured (the “AIs”), with no restrictions or limitations concerning
products and completed operations coverage. This coverage shall be primary coverage and non-contributory and
any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured
coverage required hereunder. The CONSULTANT’s and the sub-consultant’s and/or subcontractor’s insurer shall
waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with
verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to
require complete, certified copies of all required insurance policies at any time.
All insurance shall be obtained from an insurance company authorized to do business in the State of Washington.
The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the
execution of this AGREEMENT to:
Name:
Agency:
Address:
City: State: Zip:
Email:
Phone:
Facsimile:
No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY.
The CONSULTANT’s professional liability to the AGENCY, including that which may arise in reference to
section IX “Termination of Agreement” of this AGREEMENT, shall be limited to the accumulative amount of the
authorized AGREEMENT amount or one million dollars ($1,000,000.00), whichever is greater, unless the limit of
liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT’s professional
liability to third parties be limited in any way.
Agreement Number:
Page 10 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
CP_TE2026_1
Justin Roozen
Douglas County
140 19th Street NW, Suite A
East Wenatchee WA 98802
jroozen@co.douglas.wa.us
509-888-6573
Exhibit A
City of East Wenatchee
Resolution 2025-49
The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party,
and no third party beneficiary is intended or created by the execution of this AGREEMENT.
The AGENCY will pay no progress payments under section V “Payment Provisions” until the CONSULTANT has
fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is
available to it under other provisions of this AGREEMENT, or otherwise in law.
XIII.Extra Work
A.The AGENCY may at any time, by written order, make changes within the general scope of this 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 SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise
affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment
in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms
and shall modify this AGREEMENT accordingly.
C.The CONSULTANT must submit any “request for equitable adjustment,” hereafter referred to as “CLAIM,”
under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY
decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final
payment of this AGREEMENT.
D.Failure to agree to any adjustment shall be a dispute under the section XI “Disputes” clause. However, nothing
in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed.
E.Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for
this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement
to this AGREEMENT.
XIV.Endorsement of Plans
If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering
data furnished by them.
XV.Federal Review
The Federal Highway Administration shall have the right to participate in the review or examination of the
SERVICES in progress.
XVI.Certification of the Consultant and the Agency
Attached hereto as Exhibit “G-1(a and b)” are the Certifications of the CONSULTANT and the AGENCY, Exhibit
“G-2” Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered
Transactions, Exhibit “G-3” Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying
and Exhibit “G-4” Certificate of Current Cost or Pricing Data. Exhibit “G-3” is required only in AGREEMENT’s
over one hundred thousand dollars ($100,000.00) and Exhibit “G-4” is required only in AGREEMENT’s over
five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and
submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III “General
Requirements” prior to its performance of any SERVICES under this AGREEMENT.
Agreement Number:
Page 11 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
XVII.Complete Agreement
This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the
parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or
be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or
modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement
to this AGREEMENT.
XVIII.Execution and Acceptance
This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed
to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements,
representations, warranties, covenants, and AGREEMENT’s contained in the proposal, and the supporting material
submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and
conditions thereof.
XIX.Protection of Confidential Information
The CONSULTANT acknowledges that some of the material and information that may come into its possession
or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt
from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state
or federal statutes (“State’s Confidential Information”). The “State’s Confidential Information” includes, but is
not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles,
credit card information, driver’s license numbers, medical data, law enforcement records (or any other information
identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security
data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, State
security data, or information which may jeopardize any part of the project that relates to any of these types of
information. The CONSULTANT agrees to hold the State’s Confidential Information in strictest confidence
and not to make use of the State’s Confidential Information for any purpose other than the performance of this
AGREEMENT, to release it only to authorized employees, sub-consultants or subcontractors requiring such
information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer,
sell, disclose, or otherwise make it known to any other party without the AGENCY’s express written consent
or as provided by law. The CONSULTANT agrees to release such information or material only to employees,
sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have
been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and
managerial safeguards to prevent unauthorized access to the State’s Confidential Information.
Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY’s
option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State’s Confidential
Information; or (ii) returned all of the State’s Confidential Information to the AGENCY; or (iii) take whatever other
steps the AGENCY requires of the CONSULTANT to protect the State’s Confidential Information.
As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following:
the State’s Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which
the State’s Confidential Information was received; who received, maintained and used the State’s Confidential
Information; and the final disposition of the State’s Confidential Information. The CONSULTANT’s records shall
be subject to inspection, review, or audit upon reasonable notice from the AGENCY.
The AGENCY reserves the right to monitor, audit, or investigate the use of the State’s Confidential Information
collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or
investigating may include, but is not limited to, salting databases.
Agreement Number:
Page 12 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of
this AGREEMENT and demand for return of all State’s Confidential Information, monetary damages, or penalties.
It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which
is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the
confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing
such proprietary and/or confidential information shall be clearly identified and marked as “Confidential” and shall
be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT.
The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential
and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such
confidential or proprietary material is developed. “Proprietary and/or confidential information” is not meant to
include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully
disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party;
(iii)is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by
unaffiliated third parties engaged in the same business or businesses as the CONSULTANT.
The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure
laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/
or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a
public disclosure request is made to view materials identified as “Proprietary and/or confidential information” or
otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such
records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent
jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the
AGENCY will release the requested information on the date specified.
The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that
may include a sub-consultant’s proprietary and/or confidential information. The CONSULTANT notification to the
sub-consultant will include the date that such records will be released by the AGENCY to the requester and state
that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure
the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain
a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive
and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages,
liabilities, or costs associated with the AGENCY’s said disclosure of sub-consultants’ information.
XX.Records Maintenance
During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years
from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all
“documents” pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all “documents”
pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT’s place
of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall
cooperate with AGENCY and assist in the production of all such documents. “Documents” shall be retained until
all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past
the six (6) year retention period.
For purposes of this AGREEMENT, “documents” means every writing or record of every type and description,
including electronically stored information (“ESI”), that is in the possession, control, or custody of the
CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENT ‘s,
appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten
notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records,
work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings,
Agreement Number:
Page 13 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or
telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or
description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the
CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original,
or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original.
For purposes of this AGREEMENT, “ESI” means any and all computer data or electronic recorded media of any
kind, including “Native Files”, that are stored in any medium from which it can be retrieved and examined, either
directly or after translation into a reasonably useable form. ESI may include information and/or documentation
stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe
Acrobat, SQL databases, or any other software or electronic communication programs or databases that the
CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup
tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other
electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any
personal devices used by the CONSULTANT or any sub-consultant at home.
“Native files” are a subset of ESI and refer to the electronic format of the application in which such ESI is normally
created, viewed, and /or modified.
The CONSULTANT shall include this section XX “Records Maintenance” in every subcontract it enters into in
relation to this AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in
writing by the AGENCY prior to the execution of such subcontract.
In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the
“Execution Date” box on page one (1) of this AGREEMENT.
Signature Date
Signature Date
Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office
of the Attorney General.
Agreement Number:
Page 14 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised 02/01/2021
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
Exhibit A
Scope of Work
Project No.
Agreement Number:
Exhibit A - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1
See attached.
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
Page 1
Exhibit A - Scope of Work
Client Name: Douglas County
Project Name: Douglas County/City of East Wenatchee Transportation Element Update
2026
Exhibit Dated: October 24, 2025 TG: 1.25370.00
Scope of Services
Based on information from Douglas County and City of East Wenatchee (DCEW) staff and an initial review of
the existing Transportation Element documents, Transpo Group has prepared the following scope of services
in updating the County’s and the City’s Transportation Elements (TEs). The study area will be divided into
two distinct areas: (1) the Greater East Wenatchee Urban Area and (2) the Douglas County rural area, for
which separate Transportation Element documents will be prepared.
The scope of services covers the following twelve (12) tasks:
1. Public and Agency Outreach
2. Land Use Assumptions for Travel Estimation
3. Goal/Policy Audit and Multimodal Level of Service (MMLOS) Analysis
4. Inventory of Transportation Facilities and Services
5. Identification of Facilities and Services Needs
6. Multimodal Transportation Demand Forecasting
7. System Needs Identification
8. Financial Analysis and Planning
9. Intergovernmental Coordination
10. Demand Management and Active Transportation Strategies
11. Concurrency and Development Regulations
12. Transportation Element Plan
The consultant team will be supported by DCEW staff in conducting and reviewing various work elements.
Data needs and support from the DCEW are identified for each task. The scope of services outlined below
applies to the preparation of both the Douglas County TE and the East Wenatchee TE. Where necessary,
differences between the scope for the two plans have been identified.
Task 1. Public and Agency Outreach
Transpo will coordinate with the DCEW team(s) on a bi-weekly basis throughout the duration of the project.
The coordination will address project scope/status, technical and policy direction, budget, schedule,
meetings, etc.
Our team will develop and execute an equitable outreach plan to facilitate wider public feedback of the
transportation planning process. FFCC will create the equitable Community Engagement Plan (CEP) which
will serve as a guiding document for engaging those who live, work, play, and learn in the area(s) of the
project scope. The CEP provides consistency between the technical and social aspects of the process
including messaging and materials. Specifics to be included in the CEP are:
• Stakeholder levels and appropriate individuals, groups, and agencies for each
• Outreach methods such as media, collateral, and events
• Timelines for implementation
• Monitoring approach for effectiveness
Exhibit A
City of East Wenatchee
Resolution 2025-49
Page 2
Given ongoing work on the Comprehensive Plan updates for both Douglas County and the City of East
Wenatchee, the CEP will be developed with an enhanced strategy focused on leveraging existing events and
aligning outreach efforts where feasible. Feedback recently gathered as part of the Douglas County/East
Wenatchee Safety Action Plan will also be utilized to minimize survey fatigue within the region and focus on
areas of the County where public input is lacking.
Materials will be made available in English and Spanish with necessary content or materials being
translated/interpreted as needed during events. Effective outreach is crucial and so ongoing monitoring of
results will inform any necessary shifts in approach, timeline, or audience engagement.
The following are the list of combined activities which will be held jointly part of the outreach process for both
plans:
• Prepare an engagement plan outlining the combined outreach process for both TEs
• Interview key agency/community stakeholders; these could be WSDOT, CDTC, Link Transit, local
cities (Rock Island, Bridgeport, Waterville, Mansfield, etc.) and/ or other community groups/members
• Facilitate six (6) meetings with DCEW staff on the following topics
o Existing & Future Transportation Facilities Inventory (Tasks 2, 4, 5, 6)
o Multimodal Level of Service (Task 3)
o System Needs Identification & Intergovernmental Coordination (Tasks 7 & 9)
o Financial Analysis and Planning (Task 8)
o Demand Management & Active Transportation Strategies (Task 10)
o Concurrency & Development Regulations (Task 12)
• Provide materials for the DCEW websites and other collateral
• Prepare final outreach report summarizing the process and key outcomes
The following are the list of activities which will be completed separately for the Douglas County and East
Wenatchee TEs:
Task 1A. Douglas County Transportation Element
• Attend up to six (6) Douglas County Planning Commission and/or Board of County Commissioner
meetings to solicit input and present plan progress
• Facilitate five (5) workshops for the general public, with four targeting specific districts and a final
workshop reflecting a countywide presentation.
Task 1B. East Wenatchee Transportation Element
• Attend up to six (6) East Wenatchee Planning Commission and/or City Council meetings to solicit
input and present plan progress, including joint meetings held with the Douglas County Planning
Commission, as necessary
• Facilitate three (3) workshops for the general public within the East Wenatchee Urban Growth Area
(UGA).
DCEW Support
• Scheduling and attending County Commissioner/City Council meetings/workshops (in-person)
• Scheduling and advertising public workshops
• Coordinating and posting website materials and notices
• Coordinating and attending meetings with County/City staff (6 virtual)
Consultant Deliverables
• Monthly Invoices & progress reports
• Community Engagement Plan (CEP)
Exhibit A
City of East Wenatchee
Resolution 2025-49
Page 3
• Stakeholder interview facilitation and notes (up to 10)
• Attendance and participation at County Commissioner/City Council meetings/workshops (12)
• Preparation of materials and facilitation of in-person public workshops (8)
• Staff workshop facilitation and notes (6)
• Online Materials, webpage materials, fact sheet, public notices, etc.)
• Final outreach report
Task 2. Land Use Assumptions for Travel Estimation
Based on the land use assumptions being developed for the County and City as part of the Comprehensive
Plan update, future household and employment assumptions will be developed and incorporated into the
Chelan Douglas Transportation Council (CDTC) travel demand model. As necessary, household and
employment growth estimates will be distributed and categorized to align with the land use assumptions in
the travel model.
DCEW Support
• Future household and employment growth assumptions
Consultant Deliverables
• Household and employment land use assumptions for the CDTC model
Task 3. Goal/Policy Audit and Multimodal Level of Service (LOS)
Analysis
Transpo will perform an “audit” of the current Transportation Element goals, policies, LOS standards, and
other policy documents. This audit will identify elements that may be out of compliance with GMA or other
regional policies as found in Washington State Department of Commerce, and CDTC and their Regional
Transportation Plan (RTP). Recommended changes will be identified to improve overall alignment with GMA
requirements and regional plans. Several options will be reviewed and discussed with County and City staff
to establish a multimodal level of service (MMLOS) standard for arterials, public transit, and active
transportation facilities, in alignment with state (WSDOT) and regional (CDTC) standards. The CDTC
MMLOS policy will serve as a starting point for this review.
DCEW Support
• Review of goal/policy audit and recommendations
• Review and input on potential options for MMLOS standards
Consultant Deliverables
• Transportation goal and policy audit and recommended updates
• Establishment of MMLOS standards to meet GMA requirements
Task 4. Inventory of Transportation Facilities and Services
An inventory of all existing transportation facilities will be conducted for each jurisdiction. This inventory will
evaluate all air, water and ground transportation facilities. The effort will build from data and information
available from other recent DCEW efforts, regional and local GIS, and other datasets. Existing data will be
assembled from DCEW, WSDOT, CDTC, and other agencies, and recent developer traffic impact studies.
We are very familiar with CDTC traffic count programs and will review the data to determine if additional
traffic counts are needed, and if so, Transpo will organize and collect the necessary information.
Transpo’s extensive data collection experience allows us to collect data efficiently and summarize the
information in a usable format. GIS will be used as the central data storage method for updating, storing,
organizing, and analyzing any additional information that is collected as a part of the planning effort. The
data and analysis will be used to update the existing maps to illustrate the existing conditions.
Exhibit A
City of East Wenatchee
Resolution 2025-49
Page 4
Task 4A. Douglas County Transportation Element
For the rural County TE, the inventory of existing roadway facilities will focus on the existing traffic volumes
and condition ratings of roads and bridges throughout the County. The inventory will also identify farm-to-
market routes and tonnage classifications within the County. Traffic volumes on County arterial and major
collectors will be summarized based on available traffic counts and CDTC model data. Where feasible,
existing traffic counts within the County will be gathered from the database of average daily traffic (ADT)
counts collected by Douglas County.
Task 4B. East Wenatchee Transportation Element
For the East Wenatchee TE, the inventory of existing roadway conditions will include an evaluation of
existing operational conditions at key intersections and segments (conducted using Synchro, Sidra, or other
operational analysis software). The operations analysis will incorporate the new/recent traffic counts,
changes to signal timing, and recent improvements. Other key data elements that will be reviewed and
updated include collisions, transit service and facilities, freight and active transportation facilities. The focus
of this task will be to document changes in existing transportation and land use conditions in the City and the
surrounding unincorporated county areas. This information will be used to identify existing deficiencies and
associated improvement needs. Additional data collection is anticipated at key study intersections. Transpo
will work with a City-approved count collection company to gather the necessary data at up to 16 study
intersections.
DCEW Support
• Existing traffic count data (Intersection turning movement counts and ADT counts), where available
• Existing GIS data (inventory of existing transportation facilities, historical crash data, pavement
conditions, bridge condition data, etc.)
• Intersection traffic control, signal timing information
Consultant Deliverables
• Updated transportation network maps and GIS files
• Updated traffic count data for East Wenatchee Urban Area
• Existing conditions memorandum
Task 5. Identification of Facilities and Services Needs
Transportation system needs will be assessed by evaluating roadway, pedestrian, bicycle, freight and transit
facilities and operations against the identified MMLOS standards. The effort will consist of a GIS exercise to
identify gaps in the multimodal transportation networks for the County and City. Findings and projects from
existing transportation planning documents, including the ADA Transition Plan currently under development,
will also be used to identify gaps and needs for the transportation network, as well as the necessary
transportation improvements. This task will include a review of the existing freight network to determine
whether additional truck routes should be identified.
DCEW Support
• Provide transportation-related policy and planning documents (6-year Transportation Improvement
Program [TIP], ADA Transition Plan, Safety Action Plan, etc.)
Consultant Deliverables
• Tables and maps showing existing multimodal network gaps
• Tables and maps showing necessary transportation improvements to meet MMLOS standards
Task 6. Multimodal Transportation Demand Forecasting
Using the 20-year land use forecasts, future multimodal transportation needs for the transportation network
will be identified by evaluating roadway travel forecasts and future network gaps. The evaluation will be used
to update the network system maps such as traffic volumes, pedestrian facilities, bicycle routes, truck routes,
and the functional classification system and identify prioritization criteria which promote DCEW transportation
Exhibit A
City of East Wenatchee
Resolution 2025-49
Page 5
priorities. Separate prioritization criteria will be developed for the County and City. The results of the
multimodal demand forecasting will be compared to the identified MMLOS standards to determine the future
deficiencies in the transportation network.
Task 6A. Douglas County Transportation Element
For the rural County TE, multimodal demand forecasting will utilize Condition LOS and Operation LOS
methodology currently applied in the current Transportation Element. This approach utilizes information
related to roadway classification and function (e.g., functional classification, tonnage rating, maintenance
classification, traffic counts, etc.) and operational data (e.g., tonnage weight restrictions, accident data,
pavement condition, etc.) to determine how well a roadway functions for its desired purpose. As appropriate,
this evaluation will account for increases in traffic volumes associated with Countywide growth. Growth
factors for the rural County will be developed based on historical traffic data from WSDOT’s Traffic Count
Database System (TCDS) and future growth projections (from Task 2).
Task 6B. East Wenatchee Transportation Element
For the East Wenatchee TE, this task will include applying the CDTC travel demand model and City traffic
operations models to evaluate land use and transportation system options and identify and confirm needs to
support the future land use plan. Our team will develop traffic forecasts for a 20-year horizon, to assist the
City in defining future transportation system needs. The forecasts will be based off the CDTC regional model
and incorporated into the traffic operations model to evaluate future LOS across the City.
DCEW Support
• Review and input on prioritization criteria and approach
Consultant Deliverables
• Updated transportation network maps and GIS files
• Tables and maps summarizing future needs
• List of transportation prioritization criteria
Task 7. System Needs Identification
Each project in the current TEs and 6-Year TIP will be re-assessed based on the revised travel forecasts,
future multimodal needs, and existing transportation conditions. Additional projects will be identified, as
appropriate, to provide a safe and efficient transportation system for the County and City. Projects will be
prioritized, and cost estimates will be developed. The existing DCEW Prioritization Arrays will serve as the
starting point for project prioritization and will be reviewed with DCEW staff to determine whether changes to
the existing prioritization criteria are desired. Projects will be coordinated with the County and City 6-Year
TIP and WSDOT’s 10-year investment program.
DCEW Support
• County and City TIP and other improvement project descriptions and status
• Past cost estimates on projects
• Unit cost information on recent projects in the region
• Review and feedback on project list
Consultant Deliverables
• Draft and final prioritized long-term project list
• Planning level cost estimates
Task 8. Financial Analysis and Planning
A financing strategy for each TE will be developed that identifies funding options to support the identified
capital improvement program and maintenance needs. The capital and maintenance and operation program
costs will be compared to estimated revenues to assess funding gaps. If probable funding is less than the
Exhibit A
City of East Wenatchee
Resolution 2025-49
Page 6
identified needs, then the financing plan will explore a range of local funding options or how land use
assumptions or LOS standards will be reassessed to meet the requirements of GMA.
DCEW Support
• Historical transportation revenue and expenditure data
• Summary of past and anticipated transportation grant funding awards
Consultant Deliverables
• Multi-year financing strategy
• Spreadsheet of estimated revenues and expenditures
Task 9. Intergovernmental Coordination
The County and City TEs will evaluate the impacts to the transportation networks of adjacent jurisdictions
and ensure that plan improvements align with those identified by other agencies. This will include
incorporating and aligning with the goals and plans of state (WSDOT), CDTC, LINK Transit, and local cities
(Rock Island, Bridgeport, Waterville, Mansfield, etc.). We will consider our work with other agencies
throughout the region and will identify improvements for the County and City that connect with those
identified by adjacent jurisdictions.
DCEW Support
• Feedback on recommended project improvements
Consultant Deliverables
• Summary of plan alignment with regional and state goals and plans
Task 10. Demand Management and Active Transportation Strategies
In accordance with state requirements, appropriate transportation demand management (TDM) strategies for
the County and City Transportation Elements will be identified and summarized as a means to provide
alternative travel choices for residents and employees. The TDM strategies will build upon the active
transportation networks and LOS standards as a means of enhancing pedestrian and bicycle travel
throughout the region.
DCEW Support
• Feedback on list of potential TDM measures
Consultant Deliverables
• List of TDM and active transportation strategies for the County and City
Task 11. Transportation Element Plan
The updated multimodal transportation system projects and programs, the goals and policies, and the
financial plan will be brought together into draft Transportation Element documents for both the County and
City for review by DCEW staff, Planning Commission(s), Board of County Commissioners, City Council, and
the community. It will focus on transportation improvement projects and programs needed to meet the short-
and long-term transportation needs for the County. It will also outline implementation strategies.
The preliminary drafts will be provided to DCEW staff for review in electronic format. Based on comments, a
final draft Transportation Element document will be prepared for review by the Planning Commission, County
Commissioners, and City Council. Following this review and comment, the Transportation Element will be
finalized and transmitted to DCEW. This assumes only editorial type changes and does not provide for
significant changes in policy direction, the transportation system plans, or similar larger scale revisions.
We will assist the County and City through the adoption process and incorporate or address comments to
produce a final draft of the document.
Exhibit A
City of East Wenatchee
Resolution 2025-49
Page 7
DCEW Support
• Review and comment on the draft and final Transportation Element documents
Consultant Deliverables
• Draft and final rural Douglas County Transportation Element document
• Draft and final East Wenatchee Urban Growth Area Transportation Element document
• Presentation files highlighting key changes and findings for each plan
Assumptions
Transpo is entitled to rely upon the completeness and accuracy of information and services furnished by
DCEW and their representatives.
• All team coordination meetings will be held virtually (e.g., video, screen-share, and/or phone).
• Meetings with County and City staff to discuss key milestones of plan development will be held jointly
and virtually.
• Stakeholder interviews will be conducted jointly for both the County and City (i.e., one interview per
agency). For example, one interview will be held with WSDOT to discuss both the Douglas County
and East Wenatchee transportation systems.
• One round of comments and associated revisions per deliverable. If comments are not fully
addressed by the revisions, Transpo will coordinate with DCEW to identify and incorporate revisions
that sufficiently address the comments.
• DCEW review and comments will be provided in a timely manner (1-2 weeks), in line with the
established project schedule.
• All available traffic counts, collision records, speed studies, and GIS data will be provided by the
County.
• Provide all existing agency documentation regarding transportation policies, procedures, and
practices, as available.
• No detailed field work would be conducted for the study.
Exhibit A
City of East Wenatchee
Resolution 2025-49
Page 8
Schedule
After contract execution, the completion of the scope of work is anticipated to be completed by December
2026. Should the scope of services or project information change following contract execution, Transpo will
notify the County if these changes will affect the schedule and require a contract amendment. A preliminary
project schedule is provided below.
Exhibit A
City of East Wenatchee
Resolution 2025-49
Page 9
Work Task
Sub-Tasks (unofficial)
TASK 1 - Public and Agency Outreach
1A - Board of County Commissioner Meetings (6)
1B - City Council Meetings
1C - Agency Stakeholder Interviews
1D - Public Workshops - County (5)
1E - Public Workshops - City (3)
1D - Workshops w/ DCEW Staff (5)
TASK 2 - Land Use Assumptions and Travel Estimation
2A - Land Use Data Collection/Compilation ★
TASK 3 - Goal/Policy Audit and Multimodal LOS Analysis
3A - Goals & Policy Audit
3B - MMLOS Development ★
TASK 4 - Inventory of Transportation Facilities and Services
4A - Data Collection/Compilation ★
4B - Existing Conditions Evaluation ★
4C - Facility Condition Inventory ★
4D - Deficiency Evaluation & Repair Cost Estimating
TASK 5 - Identification of Facilities and Services Needs
5A - Exsiting Plans & Programs Review
5B - Existing Deficiencies Identification ★
TASK 6 - Multomodal Transportation Demand Forecasting
6A - Future Year Model Development & Analysis ★
TASK 7 - System Needs Identification
7A - Multimodal Project List Development ★
7B - Project Cost Estimates ★
TASK 8 -Financial Analysis and Planning
8A - Transportation Revenues/Expenditures
8B - Multi-year Financing Strategy
TASK 9 - Intergovernmental Coordination
9A - Other Agency Impacts
9B - Summary of Alignment with State/Regional Goals
TASK 10 - Demand Management and Active Transportation
Strategies
10A - TDM Strategies
TASK 11 - Concurrency and Development Regulations
11A - Concurrency Program Review & Recommendations
11B -
TASK 12 - Transportation Element Plan
12A - Draft Transportation Element
12B - Final Transportation Element
TOTAL
1. DCEW Workshop #1: Kick-off/County Transportation Issues/Plan Goals
Council Meeting 6 (Aug 2024)2. DCEW Workshop #2: Discuss Goals/Policy Audit/ MMLOS Standards
3. DCEW Workshop #3: State of Good Repair and Maintenance
Task 7B, 7C, 7D will be coordinated with greater comp plan schedule - meetings shown on schedule are placeholders only4. DCEW Workshop #4: Project List Development
5. DCEW Workshop #5: Funding Levels and Priorities
Transportation Committee Meeting 1 Goals and Policies Review
Transportation Committee Meeting 2 Discuss Future Walkway Needs
★ = Critical Path Item
Douglas County/East Wenatchee - Transportation Element Schedule
2025
Nov Dec Jan Feb Mar Apr
2026
NovMayJunJulAugSepOct
Transportation Element
3 5
$ 2,448 $ 2,448 $ 2,448 $ 2,448 $ 2,448
$ 11,731 $ 11,731 $ 11,731
$ 7,300 $ 7,300
-$ 14,179$ 21,479$ 21,479$ 14,179$ 14,179$ -$
$ -
1 2 4
11,731$ 11,731$ -$ -$ -$ -$
$ 11,731 $ 11,731 $ 11,731 $ 11,731
$ - $ - $ - $ - $ -
Exhibit A
City of East Wenatchee
Resolution 2025-49
Exhibit B
DBE Participation
Agreement Number:
Exhibit B - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1
CP_TE2026_1
A DBE goal of zero (0) percent has been established for this project.
Exhibit A
City of East Wenatchee
Resolution 2025-49
Exhibit C
Preparation and Delivery of Electronic Engineering and Other Data
In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is
to use in preparing electronic files for transmission to the agency. The format and standards to be provided may
include, but are not limited to, the following:
I.Surveying, Roadway Design & Plans Preparation Section
A.Survey Data
B.Roadway Design Files
C.Computer Aided Drafting Files
Agreement Number:
Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 4
CP_TE2026_1
N/A
Civil 3D & AutoCAD v2024
Civil 3D & AutoCAD v2024
Exhibit A
City of East Wenatchee
Resolution 2025-49
D.Specify the Agency’s Right to Review Product with the Consultant
E.Specify the Electronic Deliverables to Be Provided to the Agency
F.Specify What Agency Furnished Services and Information Is to Be Provided
Agreement Number:
Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 4
CP_TE2026_1
Design files will be provided in CAD and PDF format.
The agency shall have the right to review any and all of the Consultant's work, as related to this project, at
any point during the terms of the agreement.
The scope of work lists specific expectations of the agency by task.
Exhibit A
City of East Wenatchee
Resolution 2025-49
II.Any Other Electronic Files to Be Provided
III.Methods to Electronically Exchange Data
Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 3 of 4
Email, FTP, OneDrive
Deliverables will be provided in native format such as Word, Excel, ArcGIS, etc. and final versions
will be in PDF format.
Exhibit A
City of East Wenatchee
Resolution 2025-49
A.Agency Software Suite
B.Electronic Messaging System
C.File Transfers Format
Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 4 of 4
Microsoft Outlook
Microsoft OneDrive
Microsoft Office, ArcGIS
Exhibit A
City of East Wenatchee
Resolution 2025-49
Exhibit D
Prime Consultant Cost Computations
Agreement Number:
Exhibit D - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1
CP_TE2026_1
See attached.
Exhibit A
City of East Wenatchee
Resolution 2025-49
Transpo Group USA, Inc.
Cost Estimate Worksheet
Number / Project Name
1.25370.00 Douglas County/East Wenatchee TE
Rate schedule is effective from June 28, 2025 through June 26, 2026
Only key staff are shown and other staff may work on and charge to the project as needed by the project manager.
Project
Manager
Quality
Control
Project
Planner
Project
Engineer
Project
Planner
Project
Engineer
GIS
Analyst Planner
Project
Admin
initials JCP PBL CJC BMT DBH BAS CAR JH2 AMC
labor category Prin L7 Prin L7 Plnr L6 Eng L6 Eng L4 Eng L7 Tech L3 Anyl L2 PA L5
direct labor rate $127.40 $121.63 $88.94 $93.27 $68.27 $98.56 $41.35 $46.88 $68.75
Labor:
Work Task Hours Cost
1 Task 0A Douglas County Transportation Element
2 Task 1A Public & Agency Outreach 84 0 8 28 72 0 8 8 8 216 $20,196
3 Task 2A Land Use Assumpptions for Travel Estimation 2 0 0 4 0 0 2 0 0 8 $711
4 Task 3A Goal/Policy Audit & MMLOS Analysis 4 2 32 0 12 0 0 8 0 58 $4,793
5 Task 4A Inventory of Transportation Facilities & Services 2 2 0 12 12 0 42 28 0 98 $5,486
6 Task 5A Identification of Facilities and Services Needs 2 0 0 4 4 0 12 12 0 34 $1,960
7 Task 6A Multimodal Transportation Demand Forecasting 4 0 0 12 20 0 8 32 0 76 $4,825
8 Task 7A System Needs Identification 8 0 0 8 20 28 8 48 0 120 $8,471
9 Task 8A Financial Analysis & Planning 4 0 0 4 12 0 0 0 0 20 $1,702
10 Task 9A Intergovernmental Coordination 2 0 4 4 2 0 0 8 0 20 $1,495
11 Task 10A Demand Mgmt & Active Trans. Strategies 2 0 6 0 4 0 0 0 0 12 $1,062
13 Task 11A Transportation Element Plan 10 2 2 10 28 2 16 28 0 98 $6,711
14
15
16 Task 0B East Wenatchee Transportation Element
17 Task 1B Public & Agency Outreach 70 0 8 28 58 0 8 8 8 188 $17,457
18 Task 2B Land Use Assumpptions for Travel Estimation 2 0 0 8 0 0 4 0 0 14 $1,166
19 Task 3B Goal/Policy Audit & MMLOS Analysis 4 2 32 0 12 0 0 8 0 58 $4,793
20 Task 4B Inventory of Transportation Facilities & Services 2 0 0 4 8 0 28 24 0 66 $3,457
21 Task 5B Identification of Facilities and Services Needs 2 0 0 2 4 0 4 8 0 20 $1,255
22 Task 6B Multimodal Transportation Demand Forecasting 2 0 0 16 12 0 4 20 0 54 $3,669
23 Task 7B System Needs Identification 4 0 0 4 12 20 8 40 0 88 $5,879
24 Task 8B Financial Analysis & Planning 2 0 0 4 12 0 0 0 0 18 $1,447
25 Task 9B Intergovernmental Coordination 2 0 4 4 2 0 0 4 0 16 $1,308
26 Task 10B Demand Mgmt & Active Trans. Strategies 2 0 6 0 4 0 0 0 0 12 $1,062
28 Task 11B Transportation Element Plan 6 2 2 12 20 2 14 24 0 82 $5,571
29
30
31
32
33
34
35
36
Total Hours 222 10 104 168 330 52 166 308 16 1376
Labor Costs $28,284 $1,216 $9,250 $15,669 $22,529 $5,125 $6,863 $14,438 $1,100 $104,474.04
Overhead Rate 163.04%$170,334.47
Fee (as a % of labor)30.00%$31,342.21
Miscellaneous Expenses:Reimbursable Subconsultants:Subs
Item Cost Cost
1 Federal Express / Courier $0 1 FFCC $36,978
2 Phone $0 2
3 Fax $0 3
4 Postage $0 4
5 Graphic supplies $0 5
6 Photography $0
7 Travel expenses (mileage, hotel, meals)$5,500 $36,978
8 Reproduction $0
9 Traffic counts (16 TMC)$4,500
10 Traffic accident data $0 Task 0A Douglas County Transportation Element $191,454.95
11 Spec. MPS model run $0 Task 0B East Wenatchee Transportation Element $161,673.77
12 Transportation Concurrency Application $0
SUBTOTAL $353,128.72
Total Reimbursable Expenses $10,000 MANAGEMENT RESERVE $15,000.00
TOTAL ESTIMATE $368,128.72
Firm
Total Subconsultants
Cost Estimate Prepared on: 10/24/2025
Exhibit A
City of East Wenatchee
Resolution 2025-49
Transpo Group USA, Inc.
Cost Estimate Worksheet
Number / Project Name
1.25370.00 Task 0A Douglas County TE
Rate schedule is effective from June 28, 2025 through June 26, 2026
Only key staff are shown and other staff may work on and charge to the project as needed by the project manager.
Project
Manager
Quality
Control
Project
Planner
Project
Engineer
Project
Planner
Project
Engineer
GIS
Analyst Planner
Project
Admin
initials JCP PBL CJC BMT DBH BAS CAR JH2 AMC
labor category Prin L7 Prin L7 Plnr L6 Eng L6 Eng L4 Eng L7 Tech L3 Anyl L2 PA L5
direct labor rate $127.40 $121.63 $88.94 $93.27 $68.27 $98.56 $41.35 $46.88 $68.75
Labor:
Work Task Hours Cost
1 TASK 1 - Public and Agency Outreach 0 $0
2 Project Management/Biweekly Coordination Meetings 24 4 12 8 4 8 60 $5,816
3 Community engagement plan 1 1 2 $196
4 DCEW staff workshops (6)6 4 6 4 20 $1,735
5 Stakeholder Interviews and Notes (10)1 5 6 $469
6 Commissioner meetings (6)30 4 8 30 4 76 $7,138
7 General public workshops (5)20 4 20 4 48 $4,452
8 Outreach and engagement summary 2 2 4 $391
9 TASK 2 - Land Use Assumptions for Travel Estimation 0 $0
10 Land Use Assumption Compilation 2 4 2 8 $711
11 TASK 3 - Goal/Policy Audit & MMLOS 0 $0
12 Audit of existing policies and recommendations 2 2 16 4 8 32 $2,569
13 Updated policys, including MMLOS 2 16 8 26 $2,224
14 TASK 4 - Inventory of Transportation Facilities & Services 0 $0
15 Data collection & compilation 2 2 8 8 30 12 62 $3,593
16 Intersection LOS Analysis 4 4 12 16 36 $1,892
17 TASK 5 - Identification of Facilities & Service Needs 0 $0
18 Gap Analysis 2 4 4 12 12 34 $1,960
19 TASK 6 - Multimodal Transportation Demand Forecasting 0 $0
20 Forecasting 8 4 12 $1,019
21 LOS Analysis 4 16 20 $1,023
22 Future Needs Assessment 4 4 12 8 16 44 $2,783
23 TASK 7 - System Needs Identification 0 $0
24 Project Identification 4 4 12 4 8 8 40 $2,802
25 Project Prioritization 2 4 8 8 22 $1,549
26 Cost Estimates 2 24 32 58 $4,120
27 TASK 8 - Financial Analysis & Planning 0 $0
28 Review of historical revenues and expenses 8 8 $546
29 Multi-year financing strategy 4 4 4 12 $1,156
30 TASK 9 - Intergovernmental Coordination 0 $0
31 Identifcation of Adjacent Agency Impacts 4 4 8 $561
32 Alignment w/ Regional/State Goals 2 4 2 4 12 $935
33
TASK 10 - Demand Management & Active Transportation
Strategies 0 $0
34 TDM Strategies 2 6 4 12 $1,062
38 TASK 11- Transportation Element Plan 0 $0
39 Draft TE Document 6 2 2 6 20 2 12 20 70 $4,741
40 Finalizing TE Document and Files 4 4 8 4 8 28 $1,969
Total Hours 124 6 52 86 186 30 96 172 8 760
Labor Costs $15,798 $730 $4,625 $8,021 $12,698 $2,957 $3,969 $8,063 $550 $57,410.58
Overhead Rate 163.04%$93,602.20
Fee (as a % of labor)30.00%$17,223.17
Miscellaneous Expenses:Reimbursable Subconsultants:Subs
Item Cost Cost
1 Federal Express / Courier $0 1 FFCC $19,719
2 Phone $0 2
3 Fax $0 3
4 Postage $0 4
5 Graphic supplies $0 5
6 Photography $0
7 Travel expenses (mileage, hotel, meals)$3,500 $19,719
8 Reproduction $0
9 Traffic counts $0
10 Traffic accident data $0
11 Spec. MPS model run $0
12 Transportation Concurrency Application $0
Total Reimbursable Expenses $3,500
TOTAL ESTIMATE $191,454.95
Firm
Total Subconsultants
Cost Estimate Prepared on: 10/24/2025
Exhibit A
City of East Wenatchee
Resolution 2025-49
Transpo Group USA, Inc.
Cost Estimate Worksheet
Number / Project Name
1.25370.00 Task 0B East Wenatchee TE
Rate schedule is effective from June 28, 2025 through June 26, 2026
Only key staff are shown and other staff may work on and charge to the project as needed by the project manager.
Project
Manager
Quality
Control
Project
Planner
Project
Engineer
Project
Planner
Project
Engineer
GIS
Analyst Planner
Project
Admin
initials JCP PBL CJC BMT DBH BAS CAR JH2 AMC
labor category Prin L7 Prin L7 Plnr L6 Eng L6 Eng L4 Eng L7 Tech L3 Anyl L2 PA L5
direct labor rate $127.40 $121.63 $88.94 $93.27 $68.27 $98.56 $41.35 $46.88 $68.75
Labor:
Work Task Hours Cost
1 TASK 1 - Public and Agency Outreach 0 $0
2 Project Management/Biweekly Coordination Meetings 24 4 12 8 4 8 60 $5,816
3 Community engagement plan 1 1 2 $196
4 DCEW staff workshops (6)6 4 6 4 20 $1,735
5 Stakeholder Interviews and Notes (10)1 5 6 $469
6 Council meetings (6)24 4 8 24 4 64 $5,963
7 General public workshops (3)12 4 12 4 32 $2,887
8 Outreach and engagement summary 2 2 4 $391
9 TASK 2 - Land Use Assumptions for Travel Estimation 0 $0
10 Land Use Assumption Compilation 2 8 4 14 $1,166
11 TASK 3 - Goal/Policy Audit & MMLOS 0 $0
12 Audit of existing policies and recommendations 2 2 16 4 8 32 $2,569
13 Updated policys, including MMLOS 2 16 8 26 $2,224
14 TASK 4 - Inventory of Transportation Facilities & Services 0 $0
15 Data collection & compilation 2 4 4 24 8 42 $2,268
16 Intersection LOS Analysis 4 4 16 24 $1,188
17 TASK 5 - Identification of Facilities & Service Needs 0 $0
18 Gap Analysis 2 2 4 4 8 20 $1,255
19 TASK 6 - Multimodal Transportation Demand Forecasting 0 $0
20 Forecasting 12 4 16 $1,392
21 LOS Analysis 4 16 20 $1,023
22 Future Needs Assessment 2 4 4 4 4 18 $1,254
23 TASK 7 - System Needs Identification 0 $0
24 Project Identification 1 2 8 4 8 8 31 $1,960
25 Project Prioritization 1 2 4 8 15 $962
26 Cost Estimates 2 16 24 42 $2,957
27 TASK 8 - Financial Analysis & Planning 0 $0
28 Review of historical revenues and expenses 1 8 9 $674
29 Multi-year financing strategy 1 4 4 9 $774
30 TASK 9 - Intergovernmental Coordination 0 $0
31 Identifcation of Adjacent Agency Impacts 4 2 6 $467
32 Alignment w/ Regional/State Goals 2 4 2 2 10 $841
33
TASK 10 - Demand Management & Active Transportation
Strategies 0 $0
34 TDM Strategies 2 6 4 12 $1,062
38 TASK 11 - Transportation Element Plan 0 $0
39 Draft TE Document 4 2 2 8 12 2 10 16 56 $3,857
40 Finalizing TE Document and Files 2 4 8 4 8 26 $1,714
Total Hours 98 4 52 82 144 22 70 136 8 616
Labor Costs $12,486 $487 $4,625 $7,648 $9,831 $2,168 $2,894 $6,375 $550 $47,063.46
Overhead Rate 163.04%$76,732.27
Fee (as a % of labor)30.00%$14,119.04
Miscellaneous Expenses:Reimbursable Subconsultants:Subs
Item Cost Cost
1 Federal Express / Courier $0 1 FFCC $17,259
2 Phone $0 2
3 Fax $0 3
4 Postage $0 4
5 Graphic supplies $0 5
6 Photography $0
7 Travel expenses (mileage, hotel, meals)$2,000 $17,259
8 Reproduction $0
9 Traffic counts (16 TMC)$4,500
10 Traffic accident data $0
11 Spec. MPS model run $0
12 Transportation Concurrency Application $0
Total Reimbursable Expenses $6,500
TOTAL ESTIMATE $161,673.77
Firm
Total Subconsultants
Cost Estimate Prepared on: 10/24/2025
Exhibit A
City of East Wenatchee
Resolution 2025-49
March 13, 2025
Transpo Group USA, Inc.
12131 113th Avenue NE, Suite 203
Kirkland, WA 98034
Subject: Acceptance FYE 2024 ICR – Risk Assessment Review
Dear Sarah Brinkerhoff:
Based on Washington State Department of Transportation’s (WSDOT) Risk Assessment review
of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2024 ICR of 163.04%
(rate includes 0.07% Facilities Capital Cost of Money). This rate will be applicable for WSDOT
Agreements and Local Agency Contracts in Washington only. This rate may be subject to
additional review if considered necessary by WSDOT. Your ICR must be updated on an annual
basis.
Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms
and conditions of the respective agreement/contract.
This was not a cognizant review. Any other entity contracting with your firm is responsible for
determining the acceptability of the ICR.
If you have any questions, feel free to contact our office at (360) 704-6397 or via email
consultantrates@wsdot.wa.gov.
Regards,
SCHATZIE HARVEY, CPA
Contract Services Manager
SH:ah
Exhibit A
City of East Wenatchee
Resolution 2025-49
Exhibit E
Sub-consultant Cost Computations
If no sub-consultant participation at this time. The CONSULTANT shall not sub-contract for the
performance of any work under this AGREEMENT without prior written permission of the AGENCY.
Refer to section VI “Sub-Contracting” of this AGREEMENT.
Agreement Number:
Exhibit E - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1
Firm Foundations Community Consulting, see attached.
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
Transpo Group USA, Inc.
Cost Estimate Worksheet
Subconsultant: Firm Foundations Community Consulting
Number / Project Name
1.25370.00 Task 1A Douglas County TE
role Principal Project Manager
Director of
Language Associate
name Brooklyn Holton Breylin Sawyer Mario Reyes Madeline Barclay
direct salary $109.20 $78.00 $57.20 $49.40
Overhead $131.04 $93.60 $68.64 $59.28
Fee $32.76 $23.40 $17.16 $14.82
$273.00 $195.00 $143.00 $123.50
Work Task Hours Fee
1 TASK 1 - Public and Agency Outreach
2 Project Management/Biweekly Coordination Meetings 15 10 3 3 31 $2,738
3 Community engagement plan 3 3 $328
DCEW staff workshops (6)3 3 $328
Stakeholder Interviews and Notes (10)5 2.5 7.5 $741
Commissioner meetings (6)6 6 $655
General public workshops (5)5 5 5 15 $1,222
Outreach and engagement summary 7.5 1 8.5 $876
0 $0
4 0 $0
0 $0
0 $0
5 0 $0
22
23 0 $0
0 $0
0 $0
0 $0
0 $0
0 $0
0 $0
0 $0
0 $0
0 $0
24 0 $0
25 0 $0
26 0 $0
27 0 $0
28 0 $0
29 0 $0
45
Total Hours 44.5 17.5 9 3 74
Labor Costs $4,859 $1,365 $515 $148 $6,887.40
Overhead Rate 120.00%$8,264.88
Fee (as a % of labor)30.00%$2,066.22
Miscellaneous Expenses:Reimbursable Subconsultants:Subs
Item Cost Cost
1 Travel and Per Diem $1,000 1 $0
2 Outreach Materials (Survey, Digital, & Print)$1,500 2 $0
3 $0 3 $0
4 $0 4 $0
5 $0 5 $0
6 $0
7 $0 $0
8 $0
9 $0
Total Reimbursable Expenses $2,500
TOTAL ESTIMATE $19,719
Firm
Total Subconsultants
Cost Estimate Prepared on: 10/29/2025
Exhibit A
City of East Wenatchee
Resolution 2025-49
Transpo Group USA, Inc.
Cost Estimate Worksheet
Subconsultant: Firm Foundations Community Consulting
Number / Project Name
1.25370.00 Task 1A Douglas County TE
role Principal Project Manager
Director of
Language Associate
name Brooklyn Holton Breylin Sawyer Mario Reyes Madeline Barclay
direct salary $109.20 $78.00 $57.20 $49.40
Overhead $131.04 $93.60 $68.64 $59.28
Fee $32.76 $23.40 $17.16 $14.82
$273.00 $195.00 $143.00 $123.50
Work Task Hours Fee
1 TASK 1 - Public and Agency Outreach
2 Project Management/Biweekly Coordination Meetings 15 10 3 3 31 $2,738
3 Community engagement plan 3 3 $328
DCEW staff workshops (6)3 3 $328
Stakeholder Interviews and Notes (10)5 5 $546
Council meetings (6)6 6 $655
General public workshops (3)3 3 3 9 $733
Outreach and engagement summary 7.5 1 8.5 $876
0 $0
4 0 $0
0 $0
0 $0
5 0 $0
22
23 0 $0
0 $0
0 $0
0 $0
0 $0
0 $0
0 $0
0 $0
0 $0
0 $0
24 0 $0
25 0 $0
26 0 $0
27 0 $0
28 0 $0
29 0 $0
45
Total Hours 42.5 13 7 3 65.5
Labor Costs $4,641 $1,014 $400 $148 $6,203.60
Overhead Rate 120.00%$7,444.32
Fee (as a % of labor)30.00%$1,861.08
Miscellaneous Expenses:Reimbursable Subconsultants:Subs
Item Cost Cost
1 Travel and Per Diem $250 1 $0
2 Outreach Materials (Survey, Digital, & Print)$1,500 2 $0
3 $0 3 $0
4 $0 4 $0
5 $0 5 $0
6 $0
7 $0 $0
8 $0
9 $0
Total Reimbursable Expenses $1,750
TOTAL ESTIMATE $17,259
Firm
Total Subconsultants
Cost Estimate Prepared on: 10/29/2025
Exhibit A
City of East Wenatchee
Resolution 2025-49
May 28, 2024
Brooklyn Holton, Principal
Firm Foundations Community Consulting, LLC.
109 Railroad Ave
Cashmere, WA 98815-1228
Re: Firm Foundations Consulting, LLC
Safe Harbor Indirect Cost Rate
Dear Brooklyn:
Washington State has received approval from our local Federal Highway Administration (FHWA)
Division to continue administering the “safe harbor” indirect cost rate program on engineering and
design related service contracts, as well as for Local Public Agency projects.
We have completed our risk assessment for Firm Foundations Community Consulting, LLC. We
conducted our assessment based on the documentation provided by the firm. The reviewed data
included, but was not limited to, a description of the company, basis of accounting, accounting system
and the basis of indirect costs. Based on our review, your firm is eligible to use the Safe Harbor rate.
You have opted to use the Safe Harbor rate, rather than provide a FAR-compliant rate at this time.
We are issuing the Safe Harbor Indirect Cost Rate of 120% of direct labor, and a field rate, where
applicable, of 90% of direct labor for Firm Foundations Consulting. The Safe Harbor rate is effective on
May 28, 2024.
Firm Foundations Consulting has agreed to improve Internal Controls and timekeeping processes to be
able to develop an Indirect Cost Rate Schedule in the future in accordance with the Federal Acquisition
Regulations (FAR), Subpart 31. The WSDOT Internal Audit Office has provided guidance and
information related to FARs and the AASHTO Audit Guide. You may use the Safe Harbor Rate of
120%, or 90% for field office situations, for agreements entered prior to June 30, 2027. For agreements
entered after this date, please contact the WSDOT Consultant Services Office (CSO) or our office for
guidance.
The Safe Harbor Rate will not be subject to audit. Please coordinate with CSO or your Local Programs
contact if you have questions about when to apply the Safe Harbor rate to your agreement.
If you have any questions, please contact Steve McKerney or me at (360)705-7799.
Sincerely,
Jarron Elter
Agreement Compliance Audit Manager
cc: Steve McKerney, Director of Internal Audit
Maryna Ya
File
Exhibit A
City of East Wenatchee
Resolution 2025-49
CERTIFICATION OF FINAL INDIRECT COSTS – FOR A SAFE HARBOR INDIRECT
COST RATE
Firm Name: Firm Foundations Community Consulting, LLC_____________________________
I, the undersigned, certify that I have reviewed the proposal to establish the Safe Harbor rate.
The firm is electing to use the SAFE HARBOR INDIRECT COST RATE of 120% of direct labor
with a field rate, when applicable, of 90% of direct labor. To the best of my knowledge and
belief:
1.The firm has not had a FAR compliant indirect cost rate previously accepted by any other
state agency.
2.The firm will provide reports as required by the SAFE HARBOR RATE program on their
progress toward compliance with the cost principles of the Federal Acquisition
Regulations (FAR) of title 48, Code of Federal Regulations (CFR), part 31.
All known material transactions or events that have occurred affecting the firm’s ownership,
organization and prior & current indirect cost rates have been disclosed.
The firm agrees to follow the ‘Path to Compliance”. Steps noted below:
The Pathway must include:
•A timekeeping system which includes the Internal Controls described in chapter 6 of AASHTO
•An accounting system which separates indirect costs and direct costs
•An accounting system which separates allowable and unallowable cost
•A compliant job cost system which is general ledger driven
•Training for accounting personnel and key management on Part 31 of the Federal Acquisition Regulations,
Contract Cost Principles and Procedures
•A strong written internal control policy with a policy and procedures manual
*Signature: _Brooklyn A. D. Holton_______________________________________________
*Name of Certifying Official (Print): _Brooklyn A. D. Holton____________________________
*Title: _Owner and Principal_____________________________________________________
Date of Certification (mm/dd/yyyy): _03/27/2024_____________________________________
*Note: This form is to be completed by an individual executive or financial officer of the
consultant at a level no lower than a Vice President or Chief Financial Officer, or equivalent,
who has the authority to represent the financial information utilized to establish the indirect cost
rate proposal submitted in conjunction with the agreement.
Exhibit A
City of East Wenatchee
Resolution 2025-49
Agreement Number ____________ Local Agency A&E Professional Services Cost
Plus Fixed Fee Consultant Agreement Revised 02/01/2021
Exhibit F - Title VI Assurances Appendix A & E
APPENDIX A
During the performance of this contract, the contractor, for itself, its assignees, and successors in
interest (hereinafter referred to as the "contractor") agrees as follows:
1.Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts
and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of
Transportation, (Title of Modal Operating Administration), as they may be amended from time to time, which
are herein incorporated by reference and made a part of this contract.
2.Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not
discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors,
including procurements of materials and leases of equipment. The contractor will not participate directly or
indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices
when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.
[Include Modal Operating Administration specific program requirements.]
3.Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations,
either by competitive bidding, or negotiation made by the contractor for work to be performed under a
subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or
supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and
the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. [Include
Modal Operating Administration specific program requirements.]
4.Information and Reports: The contractor will provide all information and reports required by the Acts, the
Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other
sources of information, and its facilities as may be determined by the Recipient or the (Title of Modal
Operating Administration) to be pertinent to ascertain compliance with such Acts, Regulations, and
instructions. Where any information required of a contractor is in the exclusive possession of another who fails
or refuses to furnish the information, the contractor will so certify to the Recipient or the (Title of Modal
Operating Administration), as appropriate, and will set forth what efforts it has made to obtain the information.
5.Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non- discrimination
provisions of this contract, the Recipient will impose such contract sanctions as it or the (Title of Modal
Operating Administration) may determine to be appropriate, including, but not limited to:
a.withholding payments to the contractor under the contract until the contractor complies; and/or
b.cancelling, terminating, or suspending a contract, in whole or in part.
6.Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in
every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the
Regulations and directives issued pursuant thereto. The contractor will take action with respect to any
subcontract or procurement as the Recipient or the (Title of Modal Operating Administration) may direct as a
means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor
becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction,
the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In
addition, the contractor may request the United States to enter into the litigation to protect the interests of the
United States.
Exhibit A
City of East Wenatchee
Resolution 2025-49
Local Agency A&E Professional Services Agreement Number ____________
Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021
Exhibit F - Title VI Assurances Appendix A & E
APPENDIX E
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes
and authorities; including but not limited to:
Pertinent Non-Discrimination Authorities:
•Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 CFR Part 21.
•The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §
4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of
Federal or Federal-aid programs and projects);
•Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of
sex);
•Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 CFR Part 27;
•The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination
on the basis of age);
•Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits
discrimination based on race, creed, color, national origin, or sex);
•The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and
Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or
activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and
contractors, whether such programs or activities are Federally funded or not);
•Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of
disability in the operation of public entities, public and private transportation systems, places of public
accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by
Department of Transportation regulations at 49 C.F.R. parts 37 and 38;
•The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
•Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and
Low-Income Populations, which ensures discrimination against minority populations by discouraging
programs, policies, and activities with disproportionately high and adverse human health or
environmental effects on minority and low-income populations;
•Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency,
and resulting agency guidance, national origin discrimination includes discrimination because of limited
English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to
ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
•Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating
because of sex in education programs or activities (20 U.S.C. 1681 et seq).
Exhibit A
City of East Wenatchee
Resolution 2025-49
Exhibit G
Certification Documents
Exhibit G-1(a) Certification of Consultant
Exhibit G-1(b) Certification of _______________________________
Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters -
Primary Covered Transactions
Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying
Exhibit G-4 Certificate of Current Cost or Pricing Data
Agreement Number:
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1
Exhibit A
City of East Wenatchee
Resolution 2025-49
Exhibit G-1(a) Certification of Consultant
I hereby certify that I am the and duly authorized representative of the firm of
whose address is
and that neither the above firm nor I have:
a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration,
any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT)
to solicit or secure this AGREEMENT;
b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of
any firm or person in connection with carrying out this AGREEMENT; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee 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 this AGREEMENT; except as hereby expressly stated (if any);
I acknowledge that this certificate is to be furnished to the
and the Federal Highway Administration, U.S. Department of Transportation in connection with this
AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and
Federal laws, both criminal and civil.
Consultant (Firm Name)
Signature (Authorized Official of Consultant) Date
Agreement Number:
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021
Transpo Group USA, Inc.
12131 113th Ave NE, Suite 203, Kirkland, WA 98034
Douglas County
Transpo Group USA, Inc.
Exhibit A
City of East Wenatchee
Resolution 2025-49
Exhibit G-1(b) Certification of
I hereby certify that I am the:
Other
of the , and
or its representative has not been required, directly or indirectly as an express or implied condition in connection
with obtaining or carrying out this AGREEMENT to:
a) Employ or retain, or agree to employ to retain, any firm or person; or
b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration
of any kind; except as hereby expressly stated (if any):
I acknowledge that this certificate is to be furnished to the
and the Federal Highway Administration, U.S. Department of Transportation, in connection with this
AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and
Federal laws, both criminal and civil.
Signature Date
Agreement Number:
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021
Douglas County
Douglas County Commissioner, Chair
Transpo Group USA, Inc.
Exhibit A
City of East Wenatchee
Resolution 2025-49
Exhibit G-2 Certification Regarding Debarment, Suspension and Other
Responsibility Matters - Primary Covered Transactions
I.The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals:
A.Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal department or agency;
B.Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under
a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving
stolen property;
C.Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity
(Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b)
of this certification; and
D.Have not within a three (3) year period preceding this application / proposal had one or more public
transactions (Federal, State and local) terminated for cause or default.
II.Where the prospective primary participant is unable to certify to any of the statements in this certification,
such prospective participant shall attach an explanation to this proposal.
Consultant (Firm Name)
Signature (Authorized Official of Consultant) Date
Agreement Number:
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021
Transpo Group USA, Inc.
Exhibit A
City of East Wenatchee
Resolution 2025-49
Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds
for Lobbying
The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her
knowledge and belief, that:
1.No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any
person for influencing or attempting to influence an officer or employee of any Federal agency, a Member
of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection
with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan,
the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment,
or modification of Federal contract, grant, loan or cooperative AGREEMENT.
2.If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress,
an officer or employee of Congress, or 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.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into
this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00,
for each such failure.
The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require
that the language of this certification be included in all lower tier sub-contracts, which exceed $100,000,
and that all such sub-recipients shall certify and disclose accordingly.
Consultant (Firm Name)
Signature (Authorized Official of Consultant) Date
Agreement Number:
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021
Transpo Group USA, Inc.
Exhibit A
City of East Wenatchee
Resolution 2025-49
Exhibit G-4 Certificate of Current Cost or Pricing Data
This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section
2.101 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted,
either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer ’s
representative in support of * are accurate, complete, and current
**as of .
This certification includes the cost or pricing data supporting any advance AGREEMENT’s and forward pricing
rate AGREEMENT’s between the offer or and the Government that are part of the proposal.
Firm:
Signature Title
Date of Execution***:
*Identify the proposal, quotation, request for pricing adjustment, or other submission involved, giving the appropriate identifying number (e.g. project title.)
**Insert the day, month, and year, when price negotiations were concluded and price AGREEMENT was reached.
***Insert the day, month, and year, of signing, which should be as close as practicable to the date when the price negotiations were concluded and the
contract price was agreed to.
Agreement Number:
Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021
10/29/2025
Douglas Cty/E Wenatchee TE Update 2026
Transpo Group USA, Inc.
Managing Principal
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
Exhibit H
Liability Insurance Increase
To Be Used Only If Insurance Requirements Are Increased
The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations
and Insurance of this Agreement is amended to $ .
The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the
amount of $ .
Such insurance coverage shall be evidenced by one of the following methods:
•Certificate of Insurance.
•Self-insurance through an irrevocable Letter of Credit from a qualified financial institution.
Self-insurance through documentation of a separate fund established exclusively for the payment of professional
liability claims, including claim amounts already reserved against the fund, safeguards established for payment
from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for
those funds.
Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed
$1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted
to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit.
If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional
professional liability insurance required.
Notes: Cost of added insurance requirements: $ .
Include all costs, fee increase, premiums.
This cost shall not be billed against an FHWA funded project.
•For final contracts, include this exhibit.
Agreement Number:
Exhibit H - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 1
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
Exhibit I
Alleged Consultant Design Error Procedures
The purpose of this exhibit is to establish a procedure to determine if a consultant’s alleged design error is of a
nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution
and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage
due to the alleged error by the consultant.
Step 1 Potential Consultant Design Error(s) is Identified by Agency’s Project Manager
At the first indication of potential consultant design error(s), the first step in the process is for the Agency’s
project manager to notify the Director of Public Works or Agency Engineer regarding the potential design
error(s). For federally funded projects, the Region Local Programs Engineer should be informed and
involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an
agency staff person other than the project manager, who has not been as directly involved in the project,
to be responsible for the remaining steps in these procedures.)
Step 2 Project Manager Documents the Alleged Consultant Design Error(s)
After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the
Director of Public Works or Agency Engineer’s concurrence, the project manager obtains more detailed
documentation than is normally required on the project. Examples include: all decisions and descriptions
of work; photographs, records of labor, materials and equipment.
Step 3 Contact the Consultant Regarding the Alleged Design Error(s)
If it is determined that there is a need to proceed further, the next step in the process is for the project
manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged
error(s). The project manager and other appropriate agency staff should represent the agency and the
consultant should be represented by their project manager and any personnel (including sub-consultants)
deemed appropriate for the alleged design error(s) issue.
Step 4 Attempt to Resolve Alleged Design Error with Consultant
After the meeting(s) with the consultant have been completed regarding the consultant’s alleged design
error(s), there are three possible scenarios:
It is determined via mutual agreement that there is not a consultant design error(s). If this is the case,
then the process will not proceed beyond this point.
It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case,
then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement
with the consultant. The settlement would be paid to the agency or the amount would be reduced from
the consultant’s agreement with the agency for the services on the project in which the design error
took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary
of the settlement for review and to make adjustments, if any, as to how the settlement affects federal
reimbursements. No further action is required.
There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may
request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency
Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal
counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5.
Agreement Number:
Exhibit I - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 2
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
Step 5 Forward Documents to Local Programs
For federally funded projects all available information, including costs, should be forwarded through the
Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet
with representatives of the agency and the consultant to review the alleged design error(s), and attempt
to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General’s Office
for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs
for federal reimbursement.
If mutual agreement is reached, the agency and consultant adjust the scope of work and costs
to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount
of federal participation in the agreed upon resolution of the issue.
If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration
or by litigation.
Agreement Number:
Exhibit I - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 2
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
Exhibit J
Consultant Claim Procedures
The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following
procedures should only be utilized on consultant claims greater than $1,000. If the consultant’s claim(s) are a total
of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the
Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant’s claim(s)
that total $1,000 or less.
This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential
claim by the consultant.
Step 1 Consultant Files a Claim with the Agency Project Manager
If the consultant determines that they were requested to perform additional services that were outside
of the agreement’s scope of work, they may be entitled to a claim. The first step that must be completed
is the request for consideration of the claim to the Agency’s project manager.
The consultant’s claim must outline the following:
•Summation of hours by classification for each firm that is included in the claim;
Any correspondence that directed the consultant to perform the additional work;
Timeframe of the additional work that was outside of the project scope;
•Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with
the additional work; and
Explanation as to why the consultant believes the additional work was outside of the agreement
scope of work.
Step 2 Review by Agency Personnel Regarding the Consultant’s Claim for Additional Compensation
After the consultant has completed step 1, the next step in the process is to forward the request to the
Agency’s project manager. The project manager will review the consultant’s claim and will met with the
Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the
FHWA is participating in the project’s funding, forward a copy of the consultant’s claim and the Agency’s
recommendation for federal participation in the claim to the WSDOT Local Programs through the Region
Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from
agency funds.
If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs
(if applicable), and FHWA (if applicable) agree with the consultant’s claim, send a request memo, including
backup documentation to the consultant to either supplement the agreement, or create a new agreement
for the claim. After the request has been approved, the Agency shall write the supplement and/or new
agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for
the agreement is subject to audit. No further action in needed regarding the claim procedures.
If the Agency does not agree with the consultant’s claim, proceed to step 3 of the procedures.
Agreement Number:
Exhibit J - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 1 of 2
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49
Step 3 Preparation of Support Documentation Regarding Consultant’s Claim(s)
If the Agency does not agree with the consultant’s claim, the project manager shall prepare a summary
for the Director of Public Works or Agency Engineer that included the following:
Copy of information supplied by the consultant regarding the claim;
•Agency’s summation of hours by classification for each firm that should be included in the claim;
Any correspondence that directed the consultant to perform the additional work;
•Agency’s summary of direct labor dollars, overhead costs, profit and reimbursable costs associated
with the additional work;
•Explanation regarding those areas in which the Agency does/does not agree with the consultant’s
claim(s);
Explanation to describe what has been instituted to preclude future consultant claim(s); and
Recommendations to resolve the claim.
Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation
The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove
the claim, or portions thereof, which may include getting Agency Council or Commission approval (as
appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain
concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim
is not eligible for federal participation, payment will need to be from agency funds.
Step 5 Informing Consultant of Decision Regarding the Claim
The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final
decision regarding the consultant’s claim(s). Include the final dollar amount of the accepted claim(s)
and rationale utilized for the decision.
Step 6 Preparation of Supplement or New Agreement for the Consultant’s Claim(s)
The agency shall write the supplement and/or new agreement and pay the consultant the amount
of the claim. Inform the consultant that the final payment for the agreement is subject to audit.
Agreement Number:
Exhibit J - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 02/01/2021 Page 2 of 2
CP_TE2026_1
Exhibit A
City of East Wenatchee
Resolution 2025-49