WALLA WALLA CITY COUNCIL Regular Meeting Agenda September 24, 2014 - 7:00 P.M

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WALLA WALLA CITY COUNCIL Regular Meeting Agenda September 24, 2014 - 7:00 p.m. Mission: We provide municipal services and programs essential to a desirable community in which to live, work and play.

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE/MOMENT OF SILENCE

3. PRESENTATIONS AND PROCLAMATIONS

A. Pgs. 3-4 Proclamation: Children's Resilience Month in Walla Walla - October 2014. Presentation to Teri Barila, Walla Walla County Community Network Coordinator.

4. PUBLIC COMMENTS

5. CONSENT AGENDA

A. Pgs. 5-7 Washington State Liquor Control Board 9/5/14: Special occasion licenses for the Walla Walla Symphony at Cordiner Hall on 10/4/14, 10/7/14, 12/13/2014, 2/3/15, 2/28/15, 3/1/15, 3/28/15, 4/14/15, 5/16/15, & 5/17/15.

B. Pgs. 8-9 Washington State Liquor Control Board 9/8/14: Change of location for Foundry Vineyards, 735 N. 13th. (Subject to applicant obtaining necessary permits from the WW Joint Community Development Agency)

C. Pgs. 10-13 Resolution 2014-86: Authorizes the formal closeout of Bureau of Justice Assistance Grant; program #2013-H4693-WA-DJ.

D. Pgs. 14-21 Resolution 2014-87: Authorizes the purchase of a new police detective vehicle for $27,455.87 from Bud Clary Auto Dealerships of Longview, WA.

E. Pgs. 22-31 Resolution 2014-91: Sets a public meeting date to consider a 10% Notice to Commence Annexation Proceeding (Campbell property south of Taumarson Road, west of Plaza Way).

F. Pgs. 32-39 Approval of minutes of the regular meeting held September 10, 2014.

6. ACTIVE AGENDA

A. Pgs. 40-58 Ordinance 2014-27: Amends the 2013-14 Maintenance and Operations Budget; and Ordinance 2014-28: Amends the Capital Improvement Plan Budget.

B. Pgs. 59-90 Resolution 2014-88: Authorizes a contract with Anderson Perry & Associates for traffic analysis, design survey, and geotechnical investigation for the 2016 Alder IRRP & Chestnut IRRP projects in an amount not to exceed $139,335.00.

C. Pgs. 91-96 Resolution 2014-89: Rejects single bid submitted for the 2014 Stormwater CIP Projects.

D. Pgs. 97-102 Resolution 2014-90: Awards the bid to K&N Electric Motors, Inc. in the amount of $90,027.63 to perform maintenance on a hydroelectric generator located at the Water Treatment Plant.

E. Pgs. 103-137 Ordinance 2014-26: Authorizes and ratifies an extension of the Charter Cable Franchise granted pursuant to City Ordinance No. 2003-4; providing for severability; and establishes an effective date; and Resolution 2014-85: Approves the transfer of control of the City's cable service provider to Comcast Corporation.

7. COUNCIL MEMBER MEETING REPORTS

8. UNFINISHED AND NEW BUSINESS

9. ADJOURNMENT

Values: Customer Focus/Service Excellence Stewardship Communication Leadership Integrity ar-1130 Pgs. 3-4 City Council - Regular Meeting Meeting Date: 09/24/2014 Submitted For: Carol Pritcher, City Manager Office, Administration Add'l Contributors:

Information ITEM TITLE: Proclamation: Children's Resilience Month in Walla Walla - October 2014. Presentation to Teri Barila, Walla Walla County Community Network Coordinator.

Attachments Proc.Children's Resilience Month ~. ~ CITY OF £JWALLA WALLA

CITY HALL - 15 N. 3rd Avenue Walla Walla, WA 99362-1859 509.527.4522 FAX 509.524.7900 PROCLAMATION

WHEREAS, there is compelling evidence of a correlation between the experience of childhood trauma and resulting behavioral and health problems, when the trauma is unrecognized and unaddressed; and

WHEREAS, the cumulative effects of such trauma over a lifespan, if ignored, are detrimental to individuals and communities; and

WHEREAS, the Children's Resilience Initiative of Walla Walla has a vision of a community where all young people thrive and all parents raise their children with consistency and nurturance to develop lasting resilience, and a mission to mobilize the community through dialogue to radically reduce the number of Adverse Childhood Experiences while building resilience and a more effective delivery system.

NOW, THEREFORE, I, Jerry Cummins, Mayor of Walla Walla, do hereby proclaim October 2014 to be:

Children's Resilience Month in Walla Walla

and urge all residents to become informed about childhood trauma and how to create resilience in individuals who have suffered such trauma, to integrate these principles into their everyday work and practice, and to otherw rt the work of the Children's Resilience Initiative.

Jerry Cummins, Mayor

www.ci.walla-walla.wa.us ar-1302 Pgs. 5-7 City Council - Regular Meeting Meeting Date: 09/24/2014 Submitted For: Carol Pritcher, City Manager Office, Administration Add'l Contributors:

Information ITEM TITLE: Washington State Liquor Control Board 9/5/14: Special occasion licenses for the Walla Walla Symphony at Cordiner Hall on 10/4/14, 10/7/14, 12/13/2014, 2/3/15, 2/28/15, 3/1/15, 3/28/15, 4/14/15, 5/16/15, & 5/17/15.

Attachments WW Symphony Liq Lic WASHINGTON STATE LIQUOR CONTROL BOARD - License Services 3000 Pacific Ave SE - POBox 43075 Olympia WA 98504-3075

TO: MAYOR OF WALLA WALLA September 5, 2014

SPECIAL OCCASION #: 092155

WALLA WALLA SYMPHONY 13 "-2 E MAIN ST, STE 201 WALLA WALLA WA 99362

DATE: 1 0 / 4 /14 , 2 / 2 8 & 3 / 2 8 , 2 015 TIME: 6 PM TO 10 Pm

PLACE: CORDINER HALL - 46 SPARK ST, WALLA WALLA

CONTACT: ELIZABETH TACKETT 509-529-8020

SPECIAL OCCASION LICENSES * Licenses to sell beer on a specified date for consumption at a specific place. * License to sell wine on a specific date for consumption at a specific place. * __Beer/Wine/Spirits in unopened bottle or package in limited quantity for off premise consumption. * Spirituous liquor by the individual glass for consumption at a specific place.

If return of this notice is not received in this office within 20 days from the above date, we will assume you have no objections to the issuance of the license. If additional time is required please advise.

1. Do you approve of applicant? YES NO 2. Do you approve of location? YES NO 3. If you disapprove and the Board contemplates issuing a license, do you want a hearing before final action is taken? YES NO

OPTIONAL CHECK LIST EXPLANATION YES NO LAW ENFORCEMENT YES NO HEALTH & SANITATION YES NO FIRE, BUILDING, ZONING YES NO OTHER: YES NO

If you have indicated disapproval of the applicant, location or both, please submit a statement of all facts upon which such objections are based.

DATE SIGNATURE OF MAYOR, CITY MANAGER, COUNTY COMMISSIONERS OR DESIGNEE WASHINGTON STATE LIQUOR CONTROL BOARD - License Services 3000 Pacific Ave SE - POBox 43075 Olympia WA 98504-3075

TO: MAYOR OF WALLA WALLA September 5, 2014

SPECIAL OCCASION #: 092155

WALLA WALLA SYMPHONY 13 ~ E MAIN ST, STE 201 WALLA WALLA WA 99362

DATE: 1 0 /7 / 14 , 2 /3 , 4 / 14 & 5 /16 , 20 15 TIME: 6 PM TO 10 PM DECEMBER 13, 2014 12:30 PM TO 10 PM 3/1 & 5/17, 2015 2 PM TO 6 PM

PLACE: CORDINER HALL - 46 SPARK ST, WALLA WALLA

CONTACT: ELIZABETH TACKETT 509-529-8020

OPTIONAL CHECK LIST EXPLANATION YES NO LAW ENFORCEMENT YES NO HEALTH & SANITATION YES NO FIRE, BUILDING, ZONING YES NO OTHER: YES NO

If you have indicated disapproval of the applicant, location or both, please submit a statement of all facts upon which such objections are based.

DATE SIGNATURE OF MAYOR, CITY MANAGER, COUNTY COMMISSIONERS OR DESIGNEE ar-1313 Pgs. 8-9 City Council - Regular Meeting Meeting Date: 09/24/2014 Submitted For: Kammy Hill, Support Services, City Clerk Add'l Contributors:

Information ITEM TITLE: Washington State Liquor Control Board 9/8/14: Change of location for Foundry Vineyards, 735 N. 13th. (Subject to applicant obtaining necessary permits from the WW Joint Community Development Agency)

Attachments Foundry Liq Lic NOTICE OF LIQUOR LICENSE APPLICATION

WASHINGTON STATE LIQUOR CONTROL BOARD RETURN TO: License Division - 3000 Pacific, P.O. Box 43075 Olympia, WA 98504-3075 Customer Service: (360) 664-1600 Fax: (360) 753-2710 Website: www.liq.wa.gov TO: MAYOR OF WALLA WALLA DATE: 9/08/14

RE: CHANGE OF L.OCATIO.N APPLICATION from FOUNDRY VINEYARDS 1102 DELL AVE APPLICANTS: WALLA WALLA WA 99362-1053 FOUNDRY VINEYARDS LLC

ANDERSON, MARK ARTHUR LIcense: 403199 - GO County: 36 1954-11.-22 USI: e,(,2-318-1'j1 -("'(;1· 00-,.)4 ANDERSON, PATRICIA ANN

New Loc: 735 N 13TH WALi.,\ WAI.LA WA 99362-1053

Mail: 956 RESER RD WALLA WALLA WA 99362-9070

Pllone No.: 500-5?9-0736 MARK ANDERSON

Privileges Appli!d For: \ I)QMES'TIC I\IN:,'3Y <. :<:,50,000 LITERS

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As required by RCW 66.24~010(8), the Liquor Control Board is notifying you that the above has applied for a liquor license .. you have 20 days from the date.01' thjs noticeto give your i!1put on this .1pplicatiorl. Ifwe do no.t receive this notice back ~thin 20 days, we will<:J.~sume you have no ohjrctiu!1 ~(J the i:;s~ance of the license. Ifyou neep additional time to r.espo[l.d, you must submit a wTitten request for an.?xterisicm'ofup to 20~day~,W:ith the reason(s) you nee-dmore time. Ifyou need infcHTDatjon. on S?I':J, contact our CHRI Desk at (360) 664-1724. ~ ~ l :.~ _~I.·" ~. '. .• , .

YES NO 1. Do you approve of applicant? . DO 2. Do you approve of location? . DO 3. Ifyou disapprove and the Board contemplates issuing a license, do you ~sh to request an adjudicative hearing before final action is taken? . DO (See WAC 314-09-010 for information about this process) 4. Ifyr.\! ~~s,~PBro,.Yy'., p~r,!3-CW 66..24,010(8) you MUST attach a letter to the Board 1..1" .~ ••• ,•\_ ,I c:.:...... •. "I .. .• ':. "q~~~-iJtng th,.e;:r~.asS)I~{§J) Jor the objection and a statement of all facts on which your objection(s) are based. .' . " , .~

DATE SIGNATURE OF MAYOR,CITY MANAGER,COUNTY COMMISSIONERS OR DESIGNEE

C091058/LIBAIMS ar-1241 Pgs. 10-13 City Council - Regular Meeting Meeting Date: 09/24/2014 Submitted For: Scott Bieber, Police Department Add'l Contributors: Project No: pd13005 Funding/BARS No.: 010.132 Financial Comments: 2013 Jag Grant Close Out - Grant #2013-H4693-WA-DJ

Information ITEM TITLE: 2013 Jag Grant Close Out - Grant #2013-H4693-WA-DJ

HISTORY/POLICY ISSUES: In calendar year 2013 the City of Walla Walla Police Department received a Federal grant from the Bureau of Justice Assistance, commonly known as a Justice Assistance Grant (JAG) this was grant #2013-H4693-WA-DJ in the amount of $12,163.00. The Edward Byrne Memorial Justice Assistance Grant program (JAG) allows states and units of local governments to support a broad range of activities to prevent and control crime based on their own state and local needs and conditions. Grant funds can be used for state and local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, and information systems for criminal justice, including for any one or more of the following purpose areas: #1 Law enforcement programs #2 Prosecution and court programs; #3 Prevention and education programs; #4 Corrections and community corrections programs; #5 Drug treatment and enforcement programs; #6 Planning, evaluation and technology improvement programs; #7 Crime victim and witness programs (0ther than compensation). Walla Walla County has been declared a "disparate jurisdiction" based upon the award amounts available for the City of Walla Walla and Walla Walla County. Because of this, an agreement was reached with the Walla Walla County Sheriff's Office wherein they share in a portion of justice assistance grant awards which come to the city. This particular grant award amounted to a total of $12,163.00. The agreement between the City of Walla Walla Police Department and the Walla Walla County Sheriff's Office provided that funds in the amount of $4,500 would be allocated to the Sheriff's Office as a sub-award for their own identified needs and purposes. The disparate jurisdictions consisting of Walla Walla County and the City of Walla Walla are sharing these funds to support a county-wide Technology Enhancement project. The city used funding to purchase tasers and the county used their portion of funds to purchase equipment to be used to enhance technology in the area of computing/digital fingerprint capture and storage. This grant will expire on September 30, 2014, has been fully executed, and all funds have been disbursed, expended and all purchases have been properly documented and verified. The Bureau of Justice Assistance has requested that the City of Walla Walla formally close this grant due to the September 30, 2014, expiration, and document approval for closure by the Walla Walla City Council. Therefore, we are requesting a resolution documenting the above information and also documenting the formal approval of council to close out this particular grant.

FINANCIAL IMPACTS: None. All grant funds have been received and expended.

ALTERNATIVES: None. BJA has requested formal action in closing out this grant award.

STAFF RECOMMENDATION: Staff recommends that council pass a resolution authorizing and documenting the formal closeout of BJA Justice Assistance Grant program award #2013-H4693-WA-DJ.

CITY MANAGER'S COMMENTS: Approved for City Council action.

Attachments Res 2014-86 RESOLUTION NO. 2014-86

A RESOLUTION AUTHORIZING THE WALLA WALLA CITY MANAGER TO CLOSE OUT A JUSTICE ASSISTANCE GRANT AND TAKING OTHER ACTION RELATED THERETO

WHEREAS, the City of Walla Walla passed Municipal Ordinance A-2405 on May 13, 1970 which classified the City of Walla Walla as a nonchartered code city under Title 35A of the Revised Code Washington; and WHEREAS, section 35A.11.040 of the Revised Code of Washington authorizes the Walla Walla City Council to “accept any gift or grant for any public purpose and may carry out any conditions of such gift or grant when not in conflict with state or federal law;” and WHEREAS, section 35A.11.020 of the Revised Code of Washington provides in pertinent part that “[t]he legislative body of each code city shall have all powers possible for a city or town to have under the Constitution of this state, and not specifically denied to code cities by law;” and WHEREAS, Walla Walla has “all of the powers which any city of any class may have and shall be governed in matters of state concern by statutes applicable to such cities in connection with such powers to the extent to which such laws are appropriate and are not in conflict with the provisions specifically applicable to code cities” pursuant to section 35A.21.160 of the Revised Code of Washington; and WHEREAS, section 35.21.735 of the Revised Code of Washington declares that “carrying out the purposes of federal grants or programs is both a public purpose and an appropriate function for a city, town, county, or public corporation” and authorizes entry into agreements to receive and expend grant funds; and WHEREAS, Chapter 39.34 of the Revised Code of Washington authorizes political subdivisions to enter into intergovernmental cooperation agreements, and WHEREAS, the City of Walla Walla received funding from the fiscal year 2013 Edward Byrne Memorial Justice Assistance Grant program; and WHEREAS, it is time to close out the grant; WHEREAS, the Walla Walla City Council has considered this matter during a regularly and duly called public meeting of said Council, has given careful review and consideration to the matter, and finds that the best interests of the City of Walla Walla will be served by passage of this resolution;

NOW THEREFORE, the City Council of the City of Walla Walla do resolve as follows:

Section 1: The Walla Walla City Council ratifies the city's participation in the fiscal year 2013 Edward Byrne Memorial Justice Assistance Grant program, and the City

1 Manager of the City of Walla Walla is hereby authorized, empowered, and directed to close out grant number 2013-H4693-WA-DJ and execute documents on behalf of the City of Walla Walla, and amendments thereto, needed to close out the grant. The City Clerk of the City of Walla Walla is hereby authorized and directed to attest such documents, and to attach to each duplicate thereof a copy of this Resolution.

Section 2: The City Manager of the City of Walla Walla is designated as the chief administrative official and authorized representative in all matters arising out of participation in the grant program, and the City Manager of the City of Walla Walla is hereby authorized, empowered, and directed to comply with program requirements on behalf of the City of Walla Walla; provided, however, that the City Manager may delegate authority and assign duties to members of the City of Walla Walla's administrative service.

Section 3: The Walla Walla City Council ratifies intergovernmental agreements, sub-recipient agreements, and other documents executed by the City Manager of the City of Walla Walla regarding acceptance, receipt and use of fiscal year 2013 Edward Byrne Memorial Justice Assistance Grant program funds.

PASSED by the City Council of the City of Walla Walla, Washington, this 24th day of September, 2014.

______Mayor

Attest: Approved as to form

______City Clerk City Attorney

2 ar-1286 Pgs. 14-21 City Council - Regular Meeting Meeting Date: 09/24/2014 Submitted For: Curt Shaw, Support Services, Fleet Services Add'l Contributors: Project No: Funding/BARS No.: 518.000.59448.6418 Financial Comments: Fund 518 purchase of $27,455.87

Information ITEM TITLE: Resolution Authorizing City Manager to Purchase One (1) New Model Police Purpose Detective Vehicle

HISTORY/POLICY ISSUES: HISTORY: The 2014 Equipment Replacement budget includes funding for the purchase of one (1) New Model Police Purpose Detective Vehicle. Due to the lack of local bidding dealerships within the City and the specialty, technical nature of the 2014 police purpose equipment up-fit options, staff highly recommends the use of Washington State Contract dealer Bud Clary Chevrolet of Longview, WA to provide the City with the contract sale and up-fit of one (1) 2014 model Police Purpose Detective vehicle via bid contract # 03713. POLICY ISSUES: This purchase method complies with competitive bidding requirements, RCW 39.34 and the City of Walla Walla purchasing manual.

FINANCIAL IMPACTS: Sufficient funds are available within the Equipment and Vehicle Replacement Fund 518 to purchase this vehicle.

ALTERNATIVES: Delayed replacement of the detective vehicle identified may result in extended vehicle downtime and decreased reliability within the police vehicle fleet and may adversely affect the detective car rotation plan. Maintenance and operation costs will continue to erode the cost effectiveness due to the 24 hour a day usage and high mileage accrual. In addition, this could potentially cause increased response times and a decrease in officer safety.

STAFF RECOMMENDATION: Staff recommends adoption of the resolution that awards the contract and authorizes the City Manager to execute the purchases for; One (1) New Model Police Purpose Detective Vehicle for a total of $27,455.87 from Bud Clary Auto Dealerships of Longview, Washington (Price includes 8.9% sales tax).

CITY MANAGER'S COMMENTS: Approved for City Council action. Attachments Res 2014-87 Detective Car DOC Pursuit Unit Spec's RESOLUTION NO. 2014-87

A RESOLUTION AUTHORIZING THE PURCHASE OF A POLICE PURPOSE VEHICLE AND TAKING SUCH FURTHER ACTION NEEDED THEREWITH

WHEREAS, the City of Walla Walla passed Municipal Ordinance A-2405 on May 13, 1970 which classified the City of Walla Walla as a nonchartered code city under Title 35A of the Revised Code Washington (RCW); and WHEREAS, the Washington Supreme Court held in U. S. v. Town of Bonneville, 94 Wn.2d 827, 832, 621 P.2d 127 (1980) that optional code cities organized under RCW Title 35A have “‘the broadest powers of local self-government consistent with the Constitution of this state.’ RCW 35A.01.010. Such municipalities are capable of entering into contracts without restriction[;]”and WHEREAS, the City Police Department requires a police purpose detective vehicle; and WHEREAS, Municipal Resolution 98-49 adopted on August 26, 1998 authorizes the Walla Walla City Manager to execute intergovernmental purchasing agreements; and WHEREAS, the Walla Walla City Manager executed a Master Contract Usage Agreement on June 13, 2013 that allows the City to purchase goods and services from state master contracts; and WHEREAS, the vehicles required by the City are available through the vendor identified in this resolution from state master contracts; and WHEREAS, the Walla Walla City Council has considered this matter during a regularly and duly called public meeting of said Council, has given this matter careful review and consideration, and finds that good government and the best interests of the City of Walla Walla will be served by passage of this resolution, NOW THEREFORE, the City Council of the City of Walla Walla do resolve as follows:

Section 1: The contract to supply a police purpose vehicle is hereby awarded to Bud Clary Chevrolet of Longview, WA, and the City Manager of the City of Walla Walla, and designees of the City Manager, are hereby authorized, empowered and directed to purchase such equipment, and execute such purchase orders, contracts, agreements, and other documents that may be required to make such purchases; provided that sufficient appropriations therefor have been made by the Walla Walla City Council.

Section 2: The City Manager of the City of Walla Walla, and designees of the City Manager, are hereby authorized and empowered to execute amendments, modifications, and change orders to the purchase orders, contracts, agreements, and other documents authorized by section 1 herein on behalf of the City of Walla Walla, provided that sufficient appropriations have been made by the Walla Walla City Council. Section 3: The City Clerk of the City of Walla Walla is hereby authorized and -1- directed to attest the purchase orders, contracts, agreements, and other documents authorized by section 1 herein and any amendments, modifications or change orders authorized by section 2 herein, and to attach to each duplicate thereof a copy of this Resolution.

PASSED by the City Council of the City of Walla Walla, Washington, this 24th day of September, 2014.

______Mayor

Attest: Approved as to form

______City Clerk City Attorney

-2-

ar-1285 Pgs. 22-31 City Council - Regular Meeting Meeting Date: 09/24/2014 Submitted For: Preston Frederickson, City Attorney, Administration Add'l Contributors: Project No: Funding/BARS No.: Financial Comments:

Information ITEM TITLE: Resolution setting meeting date to consider a 10% Notice to Commence Annexation Proceedings.

HISTORY/POLICY ISSUES: History: On August 14, 2014 the city received a 10% Notice to Commence Annexation Proceedings on behalf of David Campbell, Tom Campbell and Barbara Kontos. The proposed annexation area is approximately 2.7 acres south of Taumarson Road and West of Plaza Way, illustrated in Exhibit A. Exhibit B provides the signed 10% Notice to Commence Annexation Proceedings and the property’s legal description. The future land use designation for the subject property is low density residential and the prezone designation is R-96 Single Family Residential. September 24, 2014 has been set aside for Council to considered a resolution setting a date to determine whether it will accept, reject, or geographically modify the proposed annexation, whether the annexed territory shall be assigned its pre-zoning designations contained in the Urbanizable Area Prezone Map adopted by Municipal Ordinance A-3602 on May 24, 1989, and whether the annexed territory shall be assessed and taxed to pay for any outstanding indebtedness of the City of Walla Walla contracted prior to, or existing at the date of annexation on the same basis as other property in the City of Walla Walla is assessed and taxed. Staff requests November 5, 2014 be set aside for that purpose. If Council approves the annexation boundary, or approves with amendment as to the annexation boundary, applicant will need to file a 60% Annexation Petition. Formal action on the annexation proposal is by passage of an annexation ordinance following a public hearing before the Walla Walla City Council. Considering a 10% Notice to Commence Annexation Proceedings does not commit the City to a specific course of action. [1] Policy: The Growth Management Act identifies cities as the primary provider of urban level services, and consequently, they are expected to plan for future annexation and extension of municipal services to all properties within their respective urban growth areas. Walla Walla Urban Area Comprehensive Plan 2007 Review and Update, section 1.2, pp. 1-2 It is the City's intent to annex and provide services to all lands within the UGA (Goal 7, Objective 4) Walla Walla Urban Area Comprehensive Plan 2007 Review and Update Land Use Policy 19, pp. 2-13.

Urban growth management agreements shall include a method for sharing net revenues, services and expenses, if appropriate, in annexation of significantly developed residential, commercial or industrial areas through a phased program established for a set period of time. Compensation formulas shall address revenue sources eligible for sharing and take into account shifts in the cost of service obligations. If the cost of service exceeds the amount generated from annexation areas, excess shall be deducted from any ongoing payment previously established. Cross jurisdictional equity should be considered for city to city interactions as well as city to county. Walla Walla Urban Area Comprehensive Plan 2007 Review and Update, County Wide Planning Policy 2.6.2.3.6, pp. 2-31

Each city shall designate a potential annexation area. Within this area the city shall adopt criteria for annexation and a schedule for provision or urban services and facilities within the potential annexation area. Walla Walla Urban Area Comprehensive Plan 2007 Review and Update, County Wide Planning Policy 2.6.2.3.8, pp 2-31

A city may annex territory only within its designated potential annexation area. All cities shall phase annexation to coincide with the ability to provide a full range of urban services to areas to be annexed. Walla Walla Urban Area Comprehensive Plan 2007 Review and Update, County Wide Planning Policy 2.6.2.3.9, pp. 2-31

Undeveloped urban areas should be annexed to adjacent cities when urban services become available or are proposed to become available concurrent with development. Walla Walla Urban Area Comprehensive Plan 2007 Review and Update County Wide Planning Policy 2.6.2.3.10, pp. 2-31

The County and the City both plan and coordinate regarding land uses within the unincorporated portions of the UGA. This allows for stability in planning and zoning as County lands are annexed into the cities. Walla Walla Urban Area Comprehensive Plan 2007 Review and Update, section 4.2.3, pp. 4-7

Seven policies are identified in the County Plan for the City of Walla Walla's urban growth area. The policies indicate designation of an Urban Growth Area (UGA) on County land use maps that is consistent with the UGA and land designations identified in the City of Walla Walla Urban Area Comprehensive Plan. The policies further incorporate resolutions of the City's Plan pertaining to development of land within the UGA that address: revenue sharing of annexed properties (developed commercial and industrial); coordinated reviews of development proposals; coordinated preparation of standards for development; consideration of Master Plan Communities on large parcels of land that are appropriate for mixed uses; and preparation of standards for Master Planned Communities that promote greater flexibility and creative and efficient land use than is permitted under the City standards. Walla Walla County Comprehensive Plan, Board of County Commissioners; Community Development Department; and Walla Walla County Planning Commission, amended October 31, 2005, pp. 104-105

Continued growth through annexation of the City's Urban Growth Area (UGA) will require increased distribution of resources. To ensure response standards are maintained the City will need to address additional fire stations, equipment and staff, particularly for the south and east portions of the UGA. Walla Walla Urban Area Comprehensive Plan 2007 Review and Update section 13.5.5, pp. 13-13

The level of service standards provide an initial estimate of the needed officers for the City's projected population, but do not provide a full assessment of Police Department future needs. In order to determine the law enforcement needs of the City's growing population the following factors need to be considered: • Incorporation of the Urban Growth Area • Change in the social-economic mix of the population • Changing State and Federal Laws ·Impacts from the State Penitentiary located in Walla Walla ·Annexation of high service areas (Wa-Hi) Walla Walla Urban Area Comprehensive Plan 2007 Review and Update, Section 13.6.4 Future Needs, pp 13-15 1. The Walla Walla County Boundary Review Board was disbanded by County Ordinance 407 on January 3, 2012.

FINANCIAL IMPACTS: ALTERNATIVES: STAFF RECOMMENDATION: Adoption of a resolution setting a public meeting date to consider a 10% Notice to Commence Annexation Proceeding is the first of a multi-step. Considering the 10% Notice to Commence does not commit the city to a specific course of action.

CITY MANAGER'S COMMENTS: Approved for City Council action.

Attachments Res 2014-91 Exhibit A Exhibit B RESOLUTION NO. 2014-91

A RESOLUTION FIXING A TIME TO DETERMINE WHETHER THE CITY WILL ACCEPT, REJECT, OR GEOGRAPHICALLY MODIFY A PROPOSED ANNEXATION OF APPROXIMATELY 2.7 ACRES BEING GENERALLY LOCATED SOUTH OF TAUMARSON ROAD AND WEST OF PLAZA WAY, AND TO DETERMINE OTHER MATTERS RELATED THERETO

WHEREAS, the City of Walla Walla is classified as a Code City under the Revised Codes of Washington State; and WHEREAS, RCW Ch. 35A.14 provides for annexation by direct petition initiated by the filing of notification on behalf of owners of property in the territory proposed for annexation which is not less than ten percent (10%) of the assessed value of the property to be annexed; and WHEREAS, the City of Walla Walla has received sufficient notification of intent to annex territory consisting of approximately 2.7 acres of property, being generally located south of Taumarson Road and West of Plaza Way; and WHEREAS, RCW 35A.14.120 provides that the City Council shall set a date not later than sixty (60) days after the filing of notification of proposed annexation for a meeting with the initiating parties to determine whether the city will accept, reject, or geographically modify the proposed annexation, and whether it shall require simultaneous adoption of a proposed zoning regulation, and other matters; and WHEREAS, the Walla Walla City Council has considered the annexation proposal during a regularly and duly called public meeting of said Council, has given said annexation careful review and consideration, and finds that it is an appropriate function for the city to fix a time to consider the annexation, NOW THEREFORE, the City Council of the city of Walla Walla do resolve as follows:

Section 1: The Walla Walla City Council confirms that it has been notified of intent to annex to the City of Walla Walla on behalf of the owners of property which is not less than ten percent (10%) of the assessed value of territory consisting of approximately 2.7 acres of property, being generally located south of Taumarson Road and West of Plaza Way, and described in Exhibit A attached hereto and incorporated by reference.

Section 2: At its regularly scheduled meeting for November 5, 2014, the Walla Walla City Council will determine whether it will accept, reject, or geographically modify the proposed annexation, whether the annexed territory shall be assigned its pre-zoning designations contained in the Urbanizable Area Prezone Map adopted by Municipal Ordinance A-3602 on May 24, 1989, and whether the annexed territory shall be assessed and taxed to pay for any outstanding indebtedness of the City of Walla Walla contracted prior to, or existing at the date of annexation on the same basis as other property in the City of Walla Walla is assessed and taxed.

PASSED by the City Council of the City of Walla Walla, Washington, this 24th day of September, 2014. ______Mayor

Attest: Approved as to form:

______City Clerk City Attorney Exhibit A

ADJUSTED LOT B-1

ADJUSTED LOT B-1, RECORD OF SURVEY BOOK 12, PAGE 143, RECORDED AUGUST 11, 2014 UNDER AUDITOR FILE NUMBER 2014-05745 AND BEING A PORTION OF LOT B-1, SHORT PLAT 2003-31 RECORDED IN BOOK 4 AT PAGE 127 ON DECEMBER 29, 2003 UNDER AUDITOR FILE NUMBER 2003- 19480, RECORDS OF WALLA WALLA COUNTY, LOCATED IN THE NORTHEAST ONE-QUARTER (NE1/4) OF SECTION 6, TOWNSHIP 6 NORTH, RANGE 36 EAST, AND THE SOUTHEAST ONE-QUARTER (SE1/4) OF SECTION 31, TOWNSHIP 7 NORTH, RANGE 36 EAST, WILLAMETTE MERIDIAN, WALLA WALLA COUNTY WASHINGTON AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF SAID LOT B-1, SAID POINT BEING THE SOUTHERLY RIGHT- OF-WAY OF TAUMARSON ROAD; THENCE ALONG SAID RIGHT-OF-WAY N.88°17'11"E.,331.21 FEET TO THE NORTHEASTERLY CORNER OF SAID LOT; THENCE DEPARTING SAID RIGHT-OF-WAY ALONG THE EASTERLY BOUNDARY OF SAID LOT B-1, S.01°23'49"E.,413.66 FEET; THENCE S.88°17'05"W.,80.98 FEET; THENCE N.54°02'02"W.,98.43 FEET; TO A POINT OF NON-TANGENT CURVE, SAID POINT HAVING A RADIAL BEARING OF N.16°09'05"W; THENCE AN ARC DISTANCE OF 91.14 FEET ALONG SAID NON- TANGENT CURVE, CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 50.00 FEET, AND A DELTA ANGLE OF 104°26'24", TO A POINT OF NON-TANGENT LINE; THENCE ALONG SAID NON-TANGENT LINE, S.88°17'19"W.,107.59 FEET; THENCE N.01°42'30"W.,305.08 FEET TO THE POINT OF BEGINNING.

CONTAINING 2.716 ACRES MORE OR LESS AND BEING SUBJECT TO ALL EASEMENTS, RIGHT-OF-WAYS, COVENANTS OR RESTRICTIONS EXISTING, OF RECORD OR IN VIEW. Campbell Annexation (Proposed August 14, 2014)

Campbell Proposed Annexation R

Assessors Parcel #: 360606110077 R

2.716 Acres A

E C

Comprehensive Pan Designation: Low DenC sity Residentail

N E

Pre-Zone Designation: R-96 Single Family A Residential

M L

HIGHLAND RD

I P

SOUTHVIEW DR

TAUMARSON RD

UGA

Legend Parcels Walla Walla City Limit City of Walla Walla Urban Growth Area

Print Date: 9/16/2014 : 0 125 250 500 Feet \\GISProjects\Support Services\OUA\Campbell Annexation\Campbel property BLA map.mxd

ar-1312 Pgs. 32-39 City Council - Regular Meeting Meeting Date: 09/24/2014 Submitted For: Kammy Hill, Support Services, City Clerk Add'l Contributors:

Information ITEM TITLE: Approval of minutes of the regular meeting held September 10, 2014.

Attachments 9-10-14 Minutes WALLA WALLA CITY COUNCIL Regular Meeting Minutes September 10, 2014

1. CALL TO ORDER

Mayor Cummins called the meeting to order at 7:00 p.m.

Present: Councilmembers Jim Barrow, Barbara Clark, Mary Lou Jenkins, Dick Morgan, Chris Plucker, Allen Pomraning, and Mayor Jerry Cummins.

Absent: None.

City staff in attendance: City Manager Nabiel Shawa, City Attorney Tim Donaldson, Public Works Director Ki Bealey, Solid Waste Manager Damon Taam, Sustainability Coordinator Melissa Warner, and City Clerk Kammy Hill.

2. PLEDGE OF ALLEGIANCE/MOMENT OF SILENCE

Councilmember Morgan led the pledge of allegiance followed by a moment of silence.

3. PRESENTATIONS AND PROCLAMATIONS

Councilmember Barrow reported on his recent trip to the Umbria region of Italy to explore a “friendship” with Cannara, Italy, due to the agricultural similarities between this area and Walla Walla. Michael Locati from the Walla Walla Italian Heritage Association and Councilmember Barrow were hosted by the Umbria government and factory owners that had previously visited Walla Walla. A pact of friendship had been prepared and signed. Councilmember Barrow presented Mayor Cummins with a City key from Cannara, Italy, for public display.

A. Proclamation declaring the week of September 17 through September 23, 2014 as “Constitution Week in Walla Walla.”

Mayor Cummins announced that the recipient was unable to attend the meeting so the reading of the proclamation will be dispensed with.

WALLA WALLA CITY COUNCIL MINUTES SEPTEMBER 10, 2014 PAGE 2

4. PUBLIC COMMENTS

Shane Laib, 1048 Frankland, Walla Walla, Chair of the Friends of the Pioneer Park Aviary, reported they had attained over $210,000 in cash and pledges so they are withdrawing their request for a 60-day extension. Mr. Laib recognized his Board Members in attendance and thanked the community for their pledges and support of the aviary. The Council thanked the Friends of the Pioneer Park Aviary for their support of the aviary.

Clayton Hudiburg, 627 Washington Street, Walla Walla, Acting Chair of the Sustainability Committee, asked for consideration by the City Council of opening membership on the Sustainability Committee to citizens outside of the City limits that have a financial stake in the City or sustainability.

Mary Lou Yocum, 660 Pleasant Street, Walla Walla, expressed concerns with unleashed dogs in Pioneer Park.

Allen Key, A. Key Excavating, Ferndale Road, Milton-Freewater, Oregon, commented that he was the sole bidder on the 2014 stormwater CIP project. City staff will be recommending this bid be rejected due to it being the sole bid and over the engineer’s estimate for the project. Mr. Key expressed concerns with the City rejecting bids from local contractors.

Mayor Cummins reported that Charter Communications had requested that Active Agenda Items C: Ordinance No. 2014-26 authorizing and ratifying an extension of the Charter cable franchise granted pursuant to City Ordinance No. 2003-4; and Resolution No. 2014-85 approving the transfer of control of the City’s cable service provider to Comcast Corporation, be removed from this agenda. Council consented to the removal of Active Agenda Item C.

5. CONSENT AGENDA

City Clerk Hill introduced the Consent Agenda, Items A through F, as follows:

A. Washington State Liquor Control Board: New application for Palencia Wine Company, 9 South First.

WALLA WALLA CITY COUNCIL MINUTES SEPTEMBER 10, 2014 PAGE 3

B. Washington State Liquor Control Board: New application for Project Logan, 1102 Dell Avenue. (Subject to applicant securing necessary permits from the Walla Walla Joint Community Development Agency.

C. Washington State Liquor Control Board: Change of location for Plumb Cellars, 39 E. Main Street.

D. Resolution No. 2014-80 authorizing the purchase of a cab and chassis truck with aerial man-lift body for $133,550 from Titan Truck Equipment of Spokane. (Street traffic signal maintenance)

E. Resolution No. 2014-81authorizing amendment #2 to the contract with HDR Engineering, Inc. to finalize the financial assurance plan/post closure plan for the Sudbury Road landfill in the amount of $9,735.

F. Resolution No. 2014-82 fixing a time (October 22, 2014) to determine whether the City will accept, reject, or geographically modify a proposed annexation of approximately 15 acres of property, being generally located north of Middle Waitsburg Road and east of Lower Waitsburg Road and to determine other matters related thereto.

Mayor Cummins invited public input. No one in the audience chose to address the City Council on any of these items.

Councilmember Barrow moved to adopt Consent Agenda Items A through F. Councilmember Jenkins seconded the motion. The motion unanimously carried with 7 yes votes and 0 no votes.

6. ACTIVE AGENDA

A. Resolution No. 2014-83 authorizing an amended professional services agreement with Anderson-Perry & Associates, Inc. for design, bidding and construction phase services as part of the Mill Creek water transmission main relocation at Wickersham Bridge.

Staff reviewed the need to relocate the City’s water transmission line located within the County’s right-of-way at Wickersham Bridge. There was discussion on the process used for selection of an engineer for this project;

WALLA WALLA CITY COUNCIL MINUTES SEPTEMBER 10, 2014 PAGE 4 why this is a City project since it is within the County right-of-way; and advisability of having the same engineering firm representing both the City and County.

Mayor Cummins invited public input. No one in the audience chose to address the City Council on this issue.

Councilmember Pomraning moved to adopt Resolution No. 2014-83. Councilmember Plucker seconded the motion. The motion unanimously carried with 7 yes votes and 0 no votes.

B. Resolution No. 2014-84 approving the 2014 update of the sustainability plan for city operations and taking other necessary action with respect thereto.

Staff reviewed the work plan and goals. Part of this action will be to shift goal setting from the Sustainability Committee to City staff. This will require establishing an internal process for identifying sustainability-oriented goals and progress. Council asked to be kept informed of the goals and progress.

Mayor Cummins invited public input.

Sandra Cannon, 803 Valencia, Walla Walla, member of the Sustainability Committee, reported the goals include continuing to track electricity and natural gas usage at City Hall, Public Library, and Service Center administrative buildings by both dollar amounts and quantities; and to create an internal process to establish sustainability-oriented goals.

Councilmember Morgan moved to adopt Resolution No. 2014-84. Councilmember Barrow seconded the motion. The motion unanimously carried with 7 yes votes and 0 no votes.

C. Removed from the agenda at the request of Charter Communications.

D. Approval of minutes of the regular meeting held August 27, 2014.

Councilmember Clark moved to approve the minutes of the regular meeting held August 27, 2014. Councilmember Jenkins seconded the

WALLA WALLA CITY COUNCIL MINUTES SEPTEMBER 10, 2014 PAGE 5 motion. The motion unanimously carried with 5 yes votes, 0 no votes, and 2 abstentions by Councilmember Plucker and Mayor Cummins.

E. Approval of the accounts payable register for July 1 through July 31, 2014 containing check numbers 181013 through 181396, 990636 through 990640, and 8294 through 8313 in the amount of $5,377,762.33.

Councilmember Plucker moved to approve payment of the accounts payable register for July 1 through July 31, 2014 containing check numbers 181013 through 181396, 990636 through 990640, and 8294 through 8313 in the amount of $5,377,762.33 with the exception of the check to the Blue Mountain Action Council. Councilmember Clark seconded the motion. The motion unanimously carried with 7 yes votes and 0 no votes.

Councilmember Barrow moved to approve payment of the check to Blue Mountain Action Council. Councilmember Clark seconded the motion. The motion unanimously carried with 6 yes votes, 0 no votes, and 1 abstention by Councilmember Jenkins.

7. COUNCIL MEMBER MEETING REPORTS

Councilmember Morgan reported attendance at the ribbon-cutting ceremony for the Wilbur Street project held September 10; the Planning Commission meeting held September 8 as a private citizen; and a vacation to Washington D.C.

Councilmember Jenkins reported attendance at the Senior Center Board meeting held August 28; and the Boards & Commissions Committee meeting held September 8.

Councilmember Barrow reported attendance at the Blue Mountain Action Council interviews for food bank director held August 29; and the ribbon-cutting ceremony for the Wilbur Street project held September 10. Councilmember Barrow also reported he represented the City, at no cost to the City, in the Umbria region of Italy from August 31 through September 8.

Councilmember Plucker reported attendance at the agenda setting meeting held September 3; the Work Session held September 8; and the

WALLA WALLA CITY COUNCIL MINUTES SEPTEMBER 10, 2014 PAGE 6

Parks, Recreation & Urban Forestry Advisory Board meeting held September 8.

Councilmember Clark reported attendance at the Work Session held September 8; the Bicycle & Pedestrian Advisory Committee meeting held September 9; the Sustainability Committee meeting held September 9; and the ribbon-cutting ceremony for the Wilbur Street project held September 10.

Councilmember Pomraning reported he represented the Metropolitan Planning Organization at the Walla Walla County Fair; and attended the Metropolitan Planning Organization meeting held September 3; the Wheelin’ Walla Walla event on September 6; the Work Session held September 8; the Planning Commission meeting held September 8; and the ribbon-cutting ceremony for the Wilbur Street project held September 10. Councilmember Pomraning also reported meeting on September 5 with students from Washington State University College of Engineering and Architecture for renderings of the Mill Creek basin.

Mayor Cummins reported attendance at the Downtown Walla Walla Foundation Board meeting held September 2; the Good Roads nominating committee meeting held September 3; the Work Session held September 8; and the ribbon-cutting ceremony for the Wilbur Street project held September 10.

8. UNFINISHED AND NEW BUSINESS

Council and staff discussed the fundraising efforts by the Friends of the Pioneer Park Aviary and securing the cash from the pledges prior to commencing construction and before entering into negotiations for a lease or operation of the facility. Staff indicated their understanding of the Council’s direction that no work on the capital project begins until the funds are in the City’s account.

Councilmember Jenkins moved to appoint Mary Lou Yocum to the Sustainability Committee for a term expiring June 30, 2017. Councilmember Plucker seconded the motion. The motion unanimously carried with 7 yes votes and 0 no votes.

Councilmember Barrow distributed a graphic listing prepared by Baker Boyer Bank of awards and recognition attained by Walla Walla. This flyer

WALLA WALLA CITY COUNCIL MINUTES SEPTEMBER 10, 2014 PAGE 7 was distributed at recent meetings regarding the importance of the rehabilitation of the Mill Creek channel.

Council discussed the request made by the Sustainability Committee to open up membership to people living outside of the City limits with a financial stake in the City or sustainability efforts. It was the consensus of a majority of Council to have the Council committee on boards, commissions and committees review and bring back a recommendation to the City Council on whether to allow non-City residents to serve on the Sustainability Committee.

Council commented on the need to address the problem of dogs off- leash and illegal bicyclist behaviors. It was the consensus of a majority of Council for staff to prepare a report on current enforcement statistics and police department philosophies on the enforcement of laws regarding dogs at-large, bicyclists, and skateboarders and bicyclists on the sidewalks downtown.

9. ADJOURNMENT

There being no further business, the meeting adjourned at 8:47 p.m.

ar-1237 Pgs. 40-58 City Council - Regular Meeting Meeting Date: 09/24/2014 Submitted For: Jean Teasdale, Finance Department Add'l Contributors: Project No: Funding/BARS No.: Financial Comments: September budget amendment

Information ITEM TITLE: September 24, 2014 Budget Amendment

HISTORY/POLICY ISSUES: Certain developments related to the City’s 2013-14 Biennium Maintenance & Operations (M&O) Budget necessitate consideration of an amendment adjusting that budget. This is the third budget amendment for the second year of the biennium and includes numerous modifications to capital projects; grants awarded since adoption of the 2013-14 Biennium Budget; some added budget items; and other revenue and expense adjustments of an accounting nature. Highlights of those adjustments adding to the budget include: Revenues Increase of $75,000 for Gas B&O Tax to reflect revenue projections. Increase of $31,489 from the Department of Justice for a grant to the Police Department for Crime Victim Services. This is the 2014 portion of a $62,978 grant. The balance will be budgeted in 2015. Increase of $11,400 from US Bank for a rebate for City credit card charges. Increase of $6,000 from the Veteran’s Administration for the Red Badge Project at the Library. Transfer of $487,640 from the Police Station Project to the Police Station Bond Fund for the 2015 tax holiday. This represents the remaining balance in the project. Expenses Decrease of $161,287 in the Fire Pension Fund to reflect current projections. Increase of $109,000 in the Cemetery to upgrade the irrigation system as part of the bequest funding. The Capital Improvement Plan (CIP) modifications are adjustments to revenues and expenses for new and existing projects and the closure of projects. The modifications also include cost and revenue updates based on project experience to date. Spreadsheets outlining the 2013-14 M&O Budget adjustments and the modifications to the Capital Improvement Plan are attached for review. POLICY ISSUES: Amending the Maintenance and Operation Budget is an ongoing process which results in a more up-to-date fiscal plan responsive to the City’s actual experience in terms of revenues and expenditures and is more accurately representative of the cost of delivering services to the citizens of Walla Walla. It is a sound fiscal practice which enables managers to expend City resources as authorized by the Council and to more capably make decisions related to the delivery of City services and facilities. Additionally, the State prohibits the expenditure of funds in related to the delivery of City services and facilities. Additionally, the State prohibits the expenditure of funds in excess of the limits authorized by Council.

FINANCIAL IMPACTS: If the budgets are not adjusted, the task of managing the City’s resources becomes more difficult, since staff would be relying on out-dated revenue and expense budget information to make decisions. Also, the City would not have accurate records from which to plan and manage in the future. Finally, State Auditors could issue an audit finding, if actual expenditures exceed those authorized by Council action. If amended as proposed, the total Unrestricted General Fund balance is projected to be $3,679,421 (14.3%) as of December 31, 2014; the required 5% fund balance not including transfers and based on 2014 expense is $1,235,741. (See attached 2-page summary.)

ALTERNATIVES: Direct staff to develop alternative budget adjustments and/or a Capital Improvement Plan as desired by the Council which provides for sufficient authority to meet audit requirements.

STAFF RECOMMENDATION: Approve the ordinances that amend (1) the 2013-14 Maintenance and Operations Budget; and (2) the Capital Improvement Plan.

CITY MANAGER'S COMMENTS: Approved for City Council action.

Attachments Ord 2014-27 Ord 2014-28 Two-page Summary Sept BA Summary Sept BA Operations Sept BA CIP ORDINANCE NO. 2014-27

AN ORDINANCE AMENDING THE 2013-14 CITY OF WALLA WALLA MAINTENANCE AND OPERATIONS BUDGET

NOW THEREFORE, the City Council of the City of Walla Walla do ordain as follows:

Section 1: That the 2013-14 Maintenance and Operations Budget be amended to include the following adjustments to revenues:

2014 2014 M&O CIP

GENERAL FUND $ 150,014 $ 2,050 STREETS FUND $ 25,800 $ 3,858 REET $ 65,000 LTGO BOND FUND $ (540) POLICE STATION BOND FUND $ $ 487,641 GENERAL CONSTRUCTION FUND $ 311 STREET CONSTRUCTION FUND $ 198,427 TBD CONSTRUCTION FUND $ 178,704 GOLF COURSE FUND $ 5,150 WATER FUND $ 15,000 $ 265,330 WATER IRRP FUND $ 3,702 STORM WATER FUND $ (68,010) WASTEWATER FUND $ 70,351 WASTEWATER IRRP FUND $ 3,810 LANDFILL FUND $ 35,333 EMERGENCY SERVICE FUND $ 11,460 EQUIPMENT REPLACEMENT FUND $ (98,350) INDUSTRIAL INSURANCE $ (500) FIRE MEDICAL BENEFITS $ (400) FIRE PENSION FUND $ (159,024) Section 2: That the 2013-14 Maintenance and Operations Budget be amended to include the following adjustments to expenditures: 2014 2014 M&O CIP

GENERAL $ (9,987) CEMETERY RESERVE $ (70) LTGO BOND FUND $ (540) FIRE BOND FUND $ (90) POLICE BOND FUND $ (90) GENERAL CONSTRUCTION FUND $ 27,108 STREET CONSTRUCTION FUND $ 46,112 TBD CONSTRUCTION FUND $ 40,000 GOLF COURSE FUND $ (100) WATER FUND $ (378,538) WATER IRRP FUND $ 68,314 STORM WATER FUND $ (44,697) STORM WATER IRRP FUND $ (9,190) WASTEWATER FUND $ (194,709) WASTEWATER IRRP FUND $ 132,161 LANDFILL FUND $ 81,833 AMBULANCE FUND $ (11,167) EMERGENCY SERVICES FUND $ 12,340 HEALTH INSURANCE FUND $ (685,000) FIRE PENSION FUND $ (94,750)

Section 3: That the 2013-14 Maintenance and Operations Budget be amended to include the following adjustments to/(from) committed cash: Committed/Restricted Cash

WATER FUND $ (74,939) WATER IRRP FUND $ 152,151 STORM WATER FUND $ 50,303 STORM WATER IRRP FUND $ 25,210 WASTEWATER FUND $ (120,841) WASTEWATER IRRP FUND $ 207,647 LANDFILL FUND $ 105,000

Section 4: This ordinance is in the best interest of the City of Walla Walla.

Section 5: That if any item, section or part of this ordinance be adjudged invalid, such adjudication shall not affect the validity of this ordinance as a whole, or any item, section, or part thereof not adjudged to be invalid.

Section 6: This ordinance being one required by law shall take effect and be in full force and effect upon its passage in its entirety as provided by law. PASSED by the City Council of the City of Walla Walla, Washington this 24th day of September, 2014.

______Mayor

Attest: Approved as to form:

______City Clerk City Attorney ORDINANCE NO. 2014-28

AN ORDINANCE ESTABLISHING NEW CAPITAL PROJECTS AND AMENDING THE CITY OF WALLA WALLA CAPITAL IMPROVEMENT PROJECT BUDGET.

WHEREAS, certain new projects need to be established in the City of Walla Walla Capital Improvement Project Budget; and WHEREAS, certain existing projects need to be amended to the City of Walla Walla Capital Improvement Project Budget; and WHEREAS, certain existing projects are completed and need to be removed from the City of Walla Walla Capital Improvement Project Budget; and WHEREAS, the Walla Walla City Council has considered this matter during a regularly and duly called public meeting of said Council, has given careful review and consideration, and finds that adjustment of the Capital Improvements Project Budget is an appropriate function for the city and that the best interests of the City of Walla Walla will be served by making said adjustments,

NOW THEREFORE, the City Council of the City of Walla Walla do ordain as follows:

Section 1: That the following existing projects be amended in the City of Walla Walla’s Capital Improvement Project Budget:

Committed Project Title Revenue Expense Cash Clay/Hillbrook/Columbia Center IRRP $78,000 $78,000 Whitman Water Drainage $15,500 $15,500 Spokane Street IRRP and Water Project $158,530 $109,757 Wilbur Street TBD Project $33,935 $23,063 2014 Water CIP Projects ($433,000) ($433,000) ($433,000) 2014 Wastewater CIP Projects ($223,000) ($223.000) ($223,000) Downtown Alley Sewer ($100,000) ($100,000) ($100,000) 2015 Wastewater CIP Project $30,000 $30,000) Mill Creek Transmission Main Relocate $85,507 $85,507 Taumarson Road $57,847 $57,847 TBD Rose Street 2014 381,734 $214,511 2016 Alder Street IRRP $122,070 Oak Street Alley Sewer Replacement $11,410 $11,410 ASR Permit $17,200 $17,200 Wilbur Street Utility Project $32,000 $32,000

Section 2: That the following new projects be amended in the City of Walla Walla’s Capital Improvement Project Budget:

Committed Project Title Revenue Expense Cash 2015 Walla Walla Pedestrian Improvements $166,546 $166,546 Franklin IRRP $120,000 $76,560 Landfill Dept of Ecology Aerated Static Pile $35,333 $35,333

1 Project Title Committed Revenue Expense Cash 2015 Stormwater CIP $30,000 $30,000 $30,000 Aeration Basin Drain Valve Replacement $163,000 $163,000 $163,000 West Chestnut IRRP $110,000 $110,000 $66,640 TBD Isaacs Avenue Corridor $20,000 $20,000 TBD 2016 Second Avenue $20,000 $20,000 TBD Highland Road LID $10,000

Section 3: That the following closing projects be amended in the City of Walla Walla’s Capital Improvement Project Budget:

Committed Project Title Revenue Expense Cash Pleasant/Home/Fern ($21,126) ($21,126) ($10,928) Lincoln Creek Relocation ($26,347) ($26,347) ($26,347) Brevor & North 8th Water Main Replacement ($10,340) ($10,340) ($10,340) Abandon Holiday Inn Pump Station ($34,088) ($34,088) ($34,088) Sewer Lining Alley E Sumach/ E Cherry ($2,824) ($2,821) ($2,821) Orchard Street ($132,670) ($132,670) ($38,191) Rose 2nd to Palouse ($243,252) ($234,302) 9th and Cherry Pedestrian Crossing ($5,944) ($12,201) 13th Avenue Abadie to Cherry ($85,341) ($69,003) ($14,639)

Section 4: This ordinance is in the best interest of the City of Walla Walla.

Section 5: That if any item, section, or part of this ordinance can be adjudged invalid, such adjudication shall not affect the validity of this ordinance as a whole, or any item, section or part thereof, not adjudged invalid.

Section 6: This ordinance being one required by law shall take effect and be in full force upon its passage and publication as provided by law.

PASSED by the City Council of the City of Walla Walla, Washington this 24th day of September, 2014

______Mayor Attest:

______City Clerk

Approved as to Form:

______City Attorney

2 CITY OF WALLA WALLA 2013-14 BUDGET REVIEW - 9-24-2014 Calculated 5% Calculated Net Fund Calculated Calculated Net Calc Ending Ending Fund Estimated Estimated Estimated Budget Activity Calc Ending Balance Estimated Estimated Estimated Budget Activity Resources Reserve Balance Beginning 2013 Revenue 2013 Expense 2013 2013 Resources 2013 % Beginning 2014 Revenue 2014 Expense 2014 2014 2014 % GENERAL FUND 010 000-058 General Government 3,306,726 20,909,001 6,156,585 14,752,416 18,059,142 18,059,142 22,022,900 6,881,660 15,141,240 33,200,382 010 100-109 Library 65,844 952,874 -887,030 -887,030 -887,030 69,440 1,021,460 -952,020 -1,839,050 010 110-119 Parks & Recreation 700,052 2,043,144 -1,343,093 -1,343,093 -1,428,215 731,910 2,250,924 -1,519,014 -2,947,229 010 120-124 Fire 208,270 3,388,416 -3,180,146 -3,180,146 -3,180,146 176,940 3,484,198 -3,307,258 -6,487,404 010 130-139 Police 475,984 7,206,241 -6,730,257 -6,730,257 -6,730,257 434,527 7,711,153 -7,276,626 -14,006,883 010 150-159 Develop Services 771,733 937,395 -165,662 -165,662 -165,662 670,960 896,570 -225,610 -391,272 010 160-169 Public Works 1,625,449 1,643,820 -18,371 -18,371 -18,371 1,654,848 1,765,161 -110,313 -128,684 010 601-603 Pension & OPEB 0 879,759 -879,759 -879,759 -879,759 0 703,703 -703,703 -1,583,462 010 900-999 Transfers In/Out 115,755 1,274,284 -1,158,529 -1,158,529 -1,158,529 76,305 1,054,753 -978,448 -2,136,977 Total Budgeted Fund Balance 3,306,726 24,872,087 24,482,519 389,569 3,696,295 15.1% 3,611,173 25,837,830 25,769,582 68,248 3,679,421 1,235,741 14.3%

GENERAL FUND - Restricted 010 105 Library 16,665 160,680 122,638 38,042 54,707 54,707 33,940 86,410 -52,470 2,237 010 121 Fire Grant 0 63,529 31,065 32,464 32,464 32,464 142,200 174,664 -32,464 0 010 118 Cemetery Donation 622,534 283,605 34,624 248,981 871,515 871,515 - 839,901 -839,901 31,614 010 119 Parks & Recreation 249,442 148,466 251,727 -103,260 146,182 231,304 32,160 93,893 -61,733 169,571 Total Budgeted Fund Balance 888,641 656,280 440,054 216,227 1,104,868 1,189,990 208,300 1,194,868 (986,568) 203,422

Total Budgeted General Fund Balance 4,195,367 25,528,368 24,922,572 605,796 4,801,163 4,801,163 26,046,130 26,964,450 (918,320) 3,882,843

SPECIAL REVENUE 112 000-201 Street Operations 426,303 1,929,660 1,865,866 63,794 490,097 26.3% 490,097 2,004,779 2,060,595 -55,816 434,281 122 000 Real Estate Taxes 98,590 241,240 145,493 95,747 194,337 194,337 250,100 300,380 -50,280 144,057 123 000 Housing Develop 184,600 16,526 0 16,526 201,126 201,126 370 1,000 -630 200,496 126 000 Hotel-Motel Tax 108,210 697,958 712,970 -15,012 93,198 93,198 825,420 742,200 83,220 176,418 127 000 Tourism Promotion 15,148 211,950 211,885 65 15,213 15,213 215,630 215,630 0 15,213 128 000 CDBG-UDAG 85,967 45 40,512 -40,467 45,500 45,500 1,390 40,510 -39,120 6,380 137 130 Drug Funds 375,935 43,321 74,822 -31,501 344,434 344,434 31,070 59,433 -28,363 316,071 150 000-123 Comm Development 7,554 4 0 4 7,558 7,558 10 0 10 7,568 168 130-150 Code Enforce 241,744 1,007 21,150 -20,143 221,601 221,601 50 82,420 -82,370 139,231 199 000 Trans. Ben. District 244,040 1,023,253 1,165,513 -142,260 101,780 101,780 1,100,000 1,100,000 0 101,780 1,135,047 4,164,964 4,238,211 -73,247 1,714,844 1,714,844 4,428,819 4,602,168 -173,349 1,541,495 PERMANENT FUNDS 181 100 Esther Eyruad Trust 10,066 19 0 19 10,085 10,085 30 30 0 10,085 182 100 Sherwood Library Trust 818 21 0 21 839 839 30 30 0 839 190 118 Cemetery trust 3,033 1,305 1,640 -335 2,698 2,698 1,710 1,630 80 2,778 35,750 1,345 1,640 -295 13,622 13,622 1,770 1,690 80 13,702

9/5/2014 1:17 PM K:\BUDGET\14 BUDGET\3 Sept Amendment\Two Page Budget Review 2013-2014 Amendment 9-24-2014 final.xlsx 2013-14 BUDGET REVIEW - 9-24-2014 Calculated 5% Calculated Net Fund Calculated Calculated Net Calc Ending Ending Fund Estimated Estimated Estimated Budget Activity Calc Ending Balance Estimated Estimated Estimated Budget Activity Resources Reserve Balance Beginning 2013 Revenue 2013 Expense 2013 2013 Resources 2013 % Beginning 2014 Revenue 2014 Expense 2014 2014 2014 % DEBT SERVICE 250 000 Government Bonds 176,495 215,525 392,020 -176,495 0 0 217,570 217,570 0 0 252 000 Fire Station Bond 0 3,255,891 3,176,790 79,101 79,101 79,101 343,730 327,430 16,300 95,401 253 000 Police Station Bond 0 958,770 810,890 147,880 147,880 147,880 1,346,530 818,060 528,470 676,350 267 000 CLID #2 1,816 1,633 1,316 317 2,133 2,133 1,240 0 1,240 3,373 268 000 Abadie Street LID 117,271 106,865 59,944 46,921 164,192 164,192 70,340 59,940 10,400 174,592 275 000 LID Guaranty 30,951 1,333 0 1,333 32,284 32,284 0 0 0 32,284 210,109 4,540,017 4,440,960 99,057 425,590 425,590 1,979,410 1,423,000 556,410 982,000 CONSTRUCTION FUNDS 310 000 General Construction 573,305 15,264 78,125 -62,861 510,444 510,444 311 510,755 -510,444 0 320 000 Street Construction 765,690 6,227,318 6,205,626 21,692 787,382 787,382 4,066,020 4,847,124 -781,104 6,278 399 000 TBD Construction 0 2,430,128 2,163,378 266,750 266,750 266,750 1,631,461 1,776,972 -145,511 121,239 1,338,995 8,672,710 8,447,129 225,581 1,564,576 1,564,576 5,697,792 7,134,851 -1,437,059 127,517

ENTERPRISE 413 000-400 Golf Course 13,934 529,762 507,064 22,698 36,632 36,632 150,670 156,760 -6,090 30,542 415 000-400 Sanitation 1,624,978 4,752,347 4,505,535 246,812 1,871,790 41.5% 1,871,790 4,760,180 4,958,187 -198,007 1,673,783 33.8% 416 000-400 Water 5,974,966 8,221,971 8,490,329 -268,358 5,706,608 67.2% 5,706,608 8,011,618 11,053,817 -3,042,199 2,664,409 24.1% 436 000-400 Water IRRP 1,021,090 1,510,697 2,411,975 -901,278 119,812 119,812 1,782,321 1,935,551 -153,230 -33,418 417 000-400 Storm Water 1,510,402 1,760,125 2,047,109 -286,984 1,223,418 59.8% 1,223,418 1,502,126 1,994,793 -492,667 730,751 37% 437 000-400 Storm Water IRRP 116,360 176,838 128,863 47,975 164,335 164,335 128,310 168,842 -40,532 123,803 418 000-400 Wastewater 3,941,396 8,207,644 7,440,293 767,351 4,708,747 63.3% 4,708,747 7,968,280 9,020,067 -1,051,787 3,656,960 40.5% 438 000-400 Wastewater IRRP 1,739,869 1,818,809 2,432,935 -614,126 1,125,743 1,125,743 2,142,510 2,224,151 -81,641 1,044,102 419 000-400 Landfill 1,268,624 3,858,619 3,783,015 75,604 1,344,228 35.5% 1,344,228 4,485,696 4,604,253 -118,557 1,225,671 26.6% 429 000 Ambulance 603,082 3,357,274 3,395,284 -38,010 565,072 16.6% 565,072 3,415,070 3,548,523 -133,453 431,619 12.2% 17,814,701 34,194,086 35,142,402 -948,316 16,866,385 16,866,385 34,346,781 39,664,944 -5,318,163 11,548,222

INTERNAL SERVICE 510 000 WESCOM 377,243 2,156,777 2,244,315 -87,538 289,705 289,705 2,345,312 2,385,952 -40,640 249,065 516 000 Service Center 251,640 670,510 581,085 89,425 341,065 341,065 631,590 562,800 68,790 409,855 517 000 Vehicle Ops & Maint 67,646 1,555,377 1,539,960 15,417 83,063 83,063 1,515,580 1,532,450 -16,870 66,193 518 000 Vehicle Replacement 5,892,709 1,379,933 2,127,206 -747,273 5,145,436 5,145,436 2,202,772 2,320,140 -117,368 5,028,068 526 055 Health Insurance 233,519 4,695,428 4,512,630 182,798 416,317 416,317 4,693,950 4,562,700 131,250 547,567 527 000 Industrial Insurance 226,960 166,191 167,188 -997 225,963 225,963 155,530 256,110 -100,580 125,383 4,050,783 10,624,216 11,172,384 -548,168 6,501,549 6,501,549 11,544,734 11,620,152 -75,418 6,426,131

PENSION/OTHER FUNDS 15,999 601 056 Fire Medical Benefits 222,330 482,534 436,306 46,228 268,558 268,558 421,500 421,500 0 268,558 602 056 Fire Pension Fund 108,191 324,729 220,935 103,794 211,985 211,985 170,146 234,420 -64,274 147,711 260,705 807,263 657,241 150,022 480,543 480,543 591,646 655,920 -64,274 416,269

GRAND TOTALS 29,041,457 88,532,969 89,022,539 -489,571 32,368,271 32,368,271 84,637,082 92,067,175 -7,430,093 24,938,178

2013-14 BIENNIUM BUDGET TOTAL EXPENSE $181,089,714

9/5/2014 1:17 PM K:\BUDGET\14 BUDGET\3 Sept Amendment\Two Page Budget Review 2013-2014 Amendment 9-24-2014 final.xlsx September 24, 2014 Budget Amendment Summary

2014 2014 2014 Operating CIP Total # Fund Revenue Revenue Revenue 010 General Fund $150,014 2,050 $152,064 112 Street Fund 25,800 3,858 29,658 122 REET Capital Improvements 65,000 ‐ 65,000 250 LTGO Bond Fund (540) ‐ (540) 253 Police Station Bond Fund ‐ 487,641 487,641 310 General Construction Fund ‐ 311 311 320 Street Construction Fund ‐ 198,427 198,427 399 TBD Construction Fund ‐ 178,704 178,704 413 Golf Course 5,150 ‐ 5,150 416 Water Fund 15,000 265,330 280,330 417 Stormwater Construction Fund ‐ (68,010) (68,010) 418 Wastewater Operating Fund ‐ 70,351 70,351 419 Landfill Operating Fund ‐ 35,333 35,333 436 Water IRRP Construction Fund ‐ 3,702 3,702 438 Wastewater IRRP Construction Fund ‐ 3,810 3,810 510 Dispatch 11,460 ‐ 11,460 518 Equipment Replacement (98,350) ‐ (98,350) 526 Health Insurance (593,000) ‐ (593,000) 527 Industrial Insurance (500) ‐ (500) 601 Fire Medical Benefits (400) ‐ (400) 602 Firefighters Pension (159,024) ‐ (159,024) ($579,390) $1,181,507 $602,117

2014 2014 2014 Operating CIP Total # Fund Expense Expense Expense 010 General Fund ($9,987) ‐ ($9,987) 190 Cemetery Reserve (70) ‐ (70) 250 LTGO Bond Fund (540) ‐ (540) 252 Fire Debt Service (90) ‐ (90) 253 Police Debt Service (90) ‐ (90) 310 General Construction Fund ‐ 27,108 27,108 320 Street Construction Fund ‐ 46,112 46,112 399 TBD Construction Fund ‐ 40,000 40,000 413 Golf Course (100) ‐ (100) 416 Water Fund ‐ (378,538) (378,538) 417 Stormwater Construction Fund ‐ (44,697) (44,697) 418 Wastewater Fund ‐ (194,709) (194,709) 419 Landfill Fund ‐ 81,833 81,833 429 Ambulance (11,767) ‐ (11,767) 436 Water IRRP Construction Fund ‐ 68,314 68,314 437 Stormwater IRRP Construction Fund ‐ (9,190) (9,190) 438 Wastewater IRRP Construction Fund ‐ 132,161 132,161 510 Dispatch 12,340 ‐ 12,340 526 Health Insurance (685,000) ‐ (685,000) 602 Fire Pension Fund (94,750) ‐ (94,750) ($790,054) ($231,604) ($1,021,658)

416 Water Committed Cash Total (74,939) return project funding commitments 417 Stormwater Committed Cash Total 50,303 increased project funding commitments 418 Wastewater Committed Cash Total (120,841) return project funding commitments 436 Water IRRP Cash Total 152,151 increase project funding commitments 437 Stormwater IRRP Cash Total 25,210 increase project funding commitments 438 Wastewater IRRP Cash Total 207,647 increase project funding commitments 419 Landfill Committed Cash Total 105,000 set‐a‐side funding commitments September 24, 2014 Budget Amendment - OPS

OPERATING BUDGET ADJUProject # Acct # Description 2014 REVENUE ADJUSTMENTS GENERAL FUND ADJUSTMENTS Brokered Natural Gas none R 010.000.31360.0000 Increase to reflect revenue projection 8,000 Gas B&O Tax none R 010.000.31643.0000 Increase to reflect revenue projection 75,000 Lien check fees R 010.052.34143.0000 Increase lien check fees 3,000 Rebate revenue R 010.052.36990.0000 Increase for USBank CC rebate 11,400 Library Project lbd1401 R 010.105.33164.0180 Federal VA Red Badge Project 6,000 Library Donations lbdona R 010.105.36711.0000 Mary Garner Esary award, children's summer program 5,500 Transfer In from Cemetery Endowment R 010.118.39776.0190 Adjust transfer to actuals (70) Parks & Recreation Admin R 010.113.36242.0000 Park/Facility reservations 240 Recreation R 010.114.33405.1000 Summer lunch state match 1,890 Recreation R 010.114.36711.0000 Recreation private donations 5,000 Parks & Rec Programs R 010.115.34760.0000 Registration fees (19,000) Parks & Rec Programs R 010.115.36710.0000 Program private donations 7,190 Aquatics R 010.116.34730.0000 Swim pool tickets (1,760) Aquatics R 010.116.34730.0000 Swimming lessons (11,420) Aquatics R 010.116.36711.0000 Aquatics private donations 660 Park Maintenance R 010.117.34931.0000 Mowing services 2,980 Park Maintenance R 010.117.36240.0000 Table/bleacher fees 150 Park Maintenance R 010.117.36711.0000 Parks private donations (8,000) Park Maintenance R 010.117.36910.0000 Sales of scrap/junk (180) Cemetery R 010. 118. 34363. 0000 Grave sales (18, 000) Parks & Rec Restricted pkfield R 010.119.34761.0000 Restricted revenue donations (730) Parks & Rec Restricted pkroses R 010.119.36711.0000 Restricted revenue donations (11,400) Parks & Rec Restricted pkdavry R 010.119.36711.0001 Aviary over-the-counter donations 4,000 Parks & Rec Restricted pktrees R 010.119.36711.0002 Street tree donations 310 Parks & Rec Restricted pkdavry R 010.119.36711.0006 Aviary round-up donations 9,500 Fire fd13001 R 010.121.39794.0010 WESCOM AFG grant equipment cost overage 12,340 PD - Gun & Misc. Permits R 010.130.32295.0000 Adjust budget to actuals 500 Criminal Justice High Crime R 010.131.33606.2000 Adjust budget to actuals - Rcvd from State Shared Rev. 21,000 Police Serv- Intergovenmental R 010.131.33821.0000 Adjust budget to actuals 5,000 Non-Traffic Infraction Penalties R 010.131.35370.0000 Adjust budget to actuals 350 PD - Unclaimed Money R 010.131.36920.0000 Adjust budget to actuals 1,200 PD - Judgements R 010.132.36940.0000 Adjust budget to actuals 400 Code Enforcement - Judgements R 010.138.36940.0000 Adjust budget to actuals 400 Police Grant pd13005 R 010.132.33116.7380 2013 JAG grant for WW Sheriff's Office reimbursement 4,500 Police Grant pd14002 R 010.132.33316.5820 Columbia REA donation 2014 NCVRW Awareness 600 Police Grant pd14004 R 010.132.33316.5750 Crime Victim Services grant from Dept of Justice 31,489 Vacation of Right of Ways none R 010.151.36997.0000 McCrery Alley Vacate 7th & Moore, Res 2011-24 1,975 150,014 STREET FUND Transfer from general fund R 112.000.39744.0010 GF xfer for Street Right of Way projects 15,000 Transfer from general fund none R 112.000.39744.0010 GF transfer for streets-school zone signage 6,800 Transfer from general fund none R 112.000.39744.0010 GF transfer for streets-time clock replace for 7 school zo 4,000 September 24, 2014 Budget Amendment - OPS

OPERATING BUDGET ADJUProject # Acct # Description 2014 25,800 REET CAPITAL IMPROVEMENTS Real Estate Excise Tax none R 122.000.31734.0000 Increase to reflect revenue projection 65,000 65,000 DEBT SERVICE Transfer from General Fund R 250.000.39780.0010 Reduce bond registration/service fee (540) (540) GOLF COURSE Lease income from operator R 413.000.36251.0000 Lease income from operator 5,150 5,150 WATER Capital facility chargeR416.004.37901.0090 Update for actual Water CFC 15,000 15,000 DISPATCH County's CPD State contract ec13121 R 510.000.33700.0040 Reimbursable by E911 State contract -Trimble Geo 7X 6,876 County's CPD State contract ec13122 R 510.000.33700.0040 Reimbursable by E911 State contract -Trimble Geo 7X 4,584 11,460 SERVICE CENTER Transfer from Reet for bond fee R 516.000.39780.0122 Adjust account to actuals 180 180 EQUIPMENT REPLACEMENT Investment Interest R 518.000.36110.0000 Interest distributed to General Fund Ord 2013-14 (11,180) Gain on Sale of FA R 518.000.39510.0000 Adjust account to actuals (87,170) (98,350) HEALTH INSURANCE Employer contributions R 526.000.36650.0000 No increase in 2014 health insurance (575,000) Employee contributions R 526.000.36972.0000 No increase in 2014 health insurance (18,000) (593,000) INDUSTRIAL INSURANCE Investment Interest R 527.000.36110.0000 Interest distributed to General Fund Ord 2013-14 (500) (500) FIRE MEDICAL BENEFITS Investment Interest R 601.056.36110.0000 Interest distributed to General Fund Ord 2013-14 (400) (400) FIREFIGHTERS PENSION Fire insurance premium tax R 602.056.33606.9100 Insurance premium tax increase 4,060 Interest income R 602.056.36110.0000 Interest distributed to General Fund per Ord#2013-14 (180) Interfund employer contributions R 602.056.36550.0000 Decrease employer contributions (162,904) (159,024) (579,210)

EXPENSE ADJUSTMENTS GENERAL FUND ADJUSTMENTS Professional Services E 010.020.51310.4110 Transfer to Streets-replace clock 7 school zone flashers (4,000) September 24, 2014 Budget Amendment - OPS

OPERATING BUDGET ADJUProject # Acct # Description 2014 Transfer to Street Operations E 010.990.59744.5512 Transfer to Streets-replace clock 7 school zone flashers 4,000 Professional Services E 010.020.51310.4110 Transfer to Streets-school zone signage (6,800) Transfer to Street Operations E 010.990.59744.5512 Transfer to streets-school zone signage 6,800 Professional Services E 010.020.51310.4110 Transfer to Streets Right of Way projects (15,000) Transfer to Street E 010.990.59744.5512 GF xfer for Street Right of Way projects 15,000 Lib. VA program instruction lbd1401 E 010.105.57220.3516 VA Red Badge class supplies 440 Lib. VA program travel lbd1401 E 010.105.57220.4310 VA Red Badge travel & lodging 4,100 Lib. VA program supplies lbd1401 E 010.105.57220.3437 VA Red Badge other class supplies 1,460 Library Restricted lbdona E 010.105.57220.3437 Children's summer reading program 2,500 Recreation temp salaries E 010.114.57420.1510 Recreation temp salaries 3,710 Recreation temp soc. sec. E 010.114.57420.2412 Recreation temp soc. sec. 290 Recreation supplies E 010.114.57420.3437 Other supplies 1,000 Parks & Rec program services E 010.115.57420.4113 Contractual services (7,340) Parks & Rec program tax E 010.115.57420.5315 State tax (5,200) Aquatics temp salaries E 010.116.57420.1510 Aquatics temp salaries (3,500) Aquatics lesson salaries E 010.116.57420.1511 Aquatics lesson salaries (10,210) Aquatics temp salaries SS E 010.116.57420.2412 Aquatics temp soc. sec. (1,300) Cemetery wages E 010.118.53620.1110 Salaries & wages (21,000) Cemetery buildings pkd0009 E 010.118.59436.6210 Bequest-funded building improvements 7,400 Cemetery improvements pkd0009 E 010.118.59436.6310 Bequest-funded other improvements 70,500 Cemetery irrigation pkd0009 E 010.118.59436.6313 Bequest-funded irrigation 109,000 Fire pension retired LEOFF E 010. 602. 52210. 2930 Adjust to reflect actual experience (161, 287) Transfer to Debt Service E 010.990.59780.5525 Reduce bond registration/service fee (550) (9,987) (9,987) CEMETERY RESERVE Transfer Out to cemetery E 190.118.59776.5518 Adjust transfer to actuals (70) (70) DEBT SERVICE Bond registration/service fee E 250.000.59295.8510 Reduce bond registration/service fee (540) (540) FIRE STATION DEBT SERVICE Bond registration/service fee E 252.000.59295.8510 Reduce bond registration/service fee (400) Bond registration/service fee E 252.000.59222.8510 New bond registration/service fee 310 (90) POLICE STATION DEBT SERVICE Bond registration/service fee E 253.000.59295.8510 Reduce bond registration/service fee (90) (90) GOLF COURSE Railroad operating lease E 413.000.57668.4512 Union Pacific railroad lease 3% increase 300 State taxes E 413.000.57668.5315 State taxes (400) (100) AMBULANCE Fire pension retired LEOFF E 429.000.52620.2930 Adjust transfer to actuals (11,767) (11,767) September 24, 2014 Budget Amendment - OPS

OPERATING BUDGET ADJUProject # Acct # Description 2014 DISPATCH Transfer out to Fire E 510.000.59794.0000 WESCOM AFG grant equipment cost overage 12,340 12,340 HEALTH INSURANCE Medical insurance E 526.000.51737.2320 Adjust to actual (600,000) Dental insurance premiums E 526.000.51737.2321 Adjust to actual (50,000) Vision insurance premiums E 526.000.51737.2322 Adjust to actual (35,000) (685,000) FIRE PENSION Fire Pension Fund E 602.056.52210.2110 Adjust to actual Fire Pension expectations (94,750) (94,750) (94,750) (790,054) September 24th, 2014 Budget Amendment - CIPs

CIP BUDGET ADJUSTMENT 2014 REVENUE ADJUSTMENTS Project # Acct # Description 2014 GENERAL FUND Transfer in from GF CIP's st07029 010.990.39700.0320 Close Rose 2nd to Palouse, return funds 2,050.22 2,050.22 STREET FUND Private Source Contribution st13001 112.000.36711.0000 Close 9th and Cherry Pedestrian Crossing, adjust street funding 3,858.42 3,858.42 POLICE STATION BOND FUND Transfer in from GF CIP's none 253.000.39700.0310 Transfer funds from PD station bonds for tax holiday 487,640.55 487,640.55 GENERAL FUND CIP'S Investment Interest none 310.000.36110.0000 final interest earned PD construction fund 311.47 311.47 STREET CONSTRUCTION FUND Local - Valley Transit st14002 320.000.33707.1000 Valley Transit grant for Pedestrian Improvements 20,000.00 Pass through FHWA thru WSDOT st14002 320.000.33320.2050 Federal TAP grant for Pedestrian Improvements 146,546.00 Transfer in from Water irrp013 320.390.39795.0416 Adj Water IRRP funding for street construction of Alder Street IRRP (60,925.00) Transfer in from Wastewater irrp013 320.390.39795.0418 Adj Wastewater IRRP funding for street construction of Alder Street IRRP (61,145.00) Transfer in from Water irrp015 320.390.39795.0416 Water IRRP funding for street construction of Frankland IRRP 18,420.00 Transfer in from Wastewater irrp015 320.390.39795.0418 Wastewater IRRP funding for street construction of Frankland IRRP 25,020.00 Transfer in from Water irrp016 320.390.39795.0416 Water IRRP funding for street construction of West Chestnut irrp016 8,380.00 Transfer in from Stormwater irrp016 320.390.39795.0417 Stormwater IRRP funding for street construction of West Chestnut irrp016 3,200.00 Transfer in from Wastewater irrp016 320.390.39795.0418 Wastewater IRRP funding for street construction of West Chestnut irrp016 31,960.00 Transportation Impr Board Grant tbd9020 320.000.33438.1000 Increase TIB grant for tbd9020 Wilbur Street TBD Project 10,771.85 Transfer in from Water irrp014 320.390.39795.0416 Water IRRP funding for street construction of Spokane Street 22,436.00 Transfer in from Wastewater irrp014 320.390.39795.0418 Wastewater IRRP funding for street construction of Spokane Street 26,337.00 Private Contributions st13001 320.000.36711.0000 Close 9th and Cherry Pedestrian Crossing, adjust street Constr. Funds (10,400.86) Transfer from water tbd9012 320.000.39795.0416 Adj Water funding for Rose 2014 66,479.91 2016 Urban STP from WSDOT st10031 320.000.33320.2053 Close 13th GAP project, adj grant budget (46,352.83) Transportation Impr Board Grant st10031 320.000.33438.0000 Close 13th GAP project, adj grant budget (2,300.00) 198,427.07 TBD STREET CONSTRUCTION FUND Transfer in from TBD Fund tbd1000 399.900.39700.0199 TBD funding for Highland Rd LID 10,000.00 Transfer in from TBD Fund tbd9012 399.901.39700.0199 Increase TBD Funding for Rose 2014 50,744.38 Transportation Impr Board Grant tbd9012 399.901.33438.0000 adjust TIB Funding for Rose 2014 77,960.00 Transfer in from TBD Fund tbd9013 399.904.39700.0199 TBD Funding for Isaacs Ave Corridor Study 20,000.00 Transfer in from TBD Fund tbd9014 399.905.39700.0199 TBD Funding for 2016 2nd Avenue 20,000.00 178,704.38 WATER CONSTRUCTION Transfer in from Street Construction st07029 416.004.39795.0320 Close Rose 2nd to Palouse, return Water funds 170,851.43 Transfer in from Street Construction st11005 416.004.39795.0320 Close Orchard Street, return Water funds 94,478.39 265,329.82 STORMWATER CONSTRUCTION CIP Rev Bgt none 417.300.36711.0099 Remove 2014 CEP for dry well assessment (25,000.00) Transportation Impr Board Grant tbd9012 417.300.33438.0000 Remove Storm TIB Rose 2014 funding (27,961.00) State Department of Ecology Grant st10031 417.300.33403.1000 Close 13th GAP project, adj grant budget (28,080.38) 2016 Urban STP from WSDOT st10031 417.300.33320.2053 Close 13th GAP project, adj grant budget 13,030.91 (68,010.47) WASTEWATER Transfer in from Street Construction st07029 418.004.39795.0320 Close Rose 2nd to Palouse, return Wastewater funds 70,350.59 70,350.59 LANDFILL Department of Ecology Burdine Grant lf14asp 419.275.33403.1001 DOE offset grant - Aerated Static Pile composting pilot project 35,333.33 35,333.33 WATER IRRP September 24th, 2014 Budget Amendment - CIPs

CIP BUDGET ADJUSTMENT 2014 Transfer in from Street Construction irrp007 436.390.39795.5532 Close Pleasant/Home/Fern IRRP, return WA irrp funds 2,506.72 Transfer in from Stormwater irrp007 436.390.39795.5517 Close Pleasant/Home/Fern IRRP, return WA irrp funds 1,194.83 3,701.55 WASTEWATER IRRP Transfer in from Street Construction irrp007 438.390.39795.5532 Close Pleasant/Home/Fern IRRP, return WW irrp funds 2,515.75 Transfer in from Stormwater irrp007 438.390.39795.5517 Close Pleasant/Home/Fern IRRP, return WW irrp funds 1,294.43 3,810.18

1,181,507.11 1,181,507.11 EXPENSE ADJUSTMENTS GENERAL FUND GENERAL FUND CIP'S Transfer to Police Station Bond Fund pd07050 310.000.59700.0253 Transfer funds from PD station bonds for tax holiday 487,640.55 Maintenance, Repair of Building pd07050 310.000.51886.3160 Close out PD Station budget (7,000.00) Machinery & Equip-Not Fa pd07050 310.000.51886.3164 Close out PD Station budget (1,734.10) Professional Services pd07050 310.000.51886.4110 Close out PD Station budget (1,218.26) Equipment >$5,000 pd07050 310.000.51886.6410 Close out PD Station budget (13,500.00) Engineering Services pd07050 310.000.51886.9110 Close out PD Station budget (1,190.17) Construction work in progress pd07050 310.000.59400.6500 Close out PD Station budget (435,889.94) 27,108.08 STREET CONSTRUCTION Professional Services st14002 320.000.54110.4110 Budget 2015 WW Pedestrian Improvement project (grant funded) 1,500.00 Contractual Services st14002 320.000.54110.4113 Budget 2015 WW Pedestrian Improvement project (grant funded) 98,113.00 Engineering Services st14002 320.000.54110.9110 Budget 2015 WW Pedestrian Improvement project (grant funded) 36,933.00 CWIP - 2015 WW Pedestrian Improve. st14002 320.000.59500.6502 Budget 2015 WW Pedestrian Improvement project (grant funded) 30,000.00 Construction work in progress st11005 320.000.59500.6500 Close Orchard Street (94,478.39) Transfer to Water st11005 320.000.59734.0416 Close Orchard Street, return Water funds 94,478.39 Transfer out to General Fund st07029 320.000.59744.5510 Close st07029 Rose 2nd to Palouse, return funding to GF 2,050.22 Transfer to Water st07029 320.000.59734.0416 Close st07029 Rose 2nd to Palouse, return funding to WA 170,851.43 Transfer to Wastewater st07029 320.000.59734.0418 Close st07029 Rose 2nd to Palouse, return funding to WW 70,350.59 Construction work in progress st07029 320.000.59500.6500 Close st07029 Rose 2nd to Palouse (234,302.14) Other Supplies st13001 320.000.54110.3437 Close 9th and Cherry Pedestrian Crossing, adjust exp lines 4,015.14 CWIP-9th and Cherry Pedestrian Crossing st13001 320.000.59500.6501 Close 9th and Cherry Pedestrian Crossing, adjust exp lines (16,216.00) CWIP - 2016 Alder Street IRRP irrp013 320.390.59500.6513 Adjust budget for 2016 Alder Street IRRP (122,070.00) IRRP Construction work in progress irrp007 320.390.59500.6510 Close Pleasant/Home/Fern IRRP (5,022.47) Transfer to Water IRRP irrp007 320.390.59795.0416 Close Pleasant/Home/Fern IRRP 2,506.72 Transfer to Wastewater irrp007 320.390.59795.0418 Close Pleasant/Home/Fern IRRP 2,515.75 CWIP - West Chestnut IRRP016 irrp016 320.390.59500.6518 Establish PE - West Chestnut irrp016 43,540.00 Construction work in progress st10031 320.000.59500.6500 Close 13th GAP project (38,653.04) 46,112.20 TBD STREET CONSTRUCTION CWIP - Isaacs Ave Corridor tbd9013 399.904.59595.6500 Establish TBD Isaacs Ave Corridor project 20,000.00 CWIP - 2nd Avenue TBD tbd9014 399.905.59595.6500 Establish TBD 2nd Avenue project 20,000.00 40,000.00 Water Construction Fund Contractual Services st10031 416.300.53480.4113 Close 13th GAP project (3,000.00) CWIP - Water Infrastructure Projects wa13003 416.300.59434.6503 Reduce Water funding 2014 Water CIP project (433,000.00) CIP Hydrants irrp007 416.300.53480.3432 Close Pleasant/Home/Fern IRRP (2,686.40) CWIP - Brevor Water Main wa13001 416.300.59434.6501 Close Brevor & North 8th Water Main Replace (10,339.96) Transfer to Street Construction tbd9012 416.300.59795.5532 Water funding for Rose 14 66,479.91 Construction work in progress wa09009 416.300.59434.6500 Increase ASR Permit project 17,200.00 Construction work in progress st11005 416.300.59434.6500 Close Orchard Street (13,191.29) (378,537.74) Stormwater Construction Fund CWIP-Lincoln Creek Relocation sw13002 417.300.59438.6504 Close Lincoln Creek Relocation (26,347.09) September 24th, 2014 Budget Amendment - CIPs

CIP BUDGET ADJUSTMENT 2014 Construction work in progress st11005 417.300.59438.6500 Close Orchard Street (25,000.00) CWIP - 2015 Storm CIP sw14002 417.300.59438.6515 New project, expense for 2015 Stormwater CIP 30,000.00 CWIP - 13th Avenue GAP st10031 417.300.59438.6503 Close 13th GAP project (23,349.92) (44,697.01) Wastewater Construction Fund Contractual Services st10031 418.300.53580.4113 Close 13th GAP project (4,000.00) CWIP - 2014 Wastewater CIP's ww14001 418.300.59435.6505 Reduce 2014 Wastewater CIP project (223,000.00) CWIP - Downtown Alley Sewer ww14002 418.300.59435.6506 Reduce Wastewater expense Downtown Alley Sewer (100,000.00) CWIP - Abandon Holiday Inn Pump ww13003 418.300.59435.6503 Close Abandon Holiday Inn Pump Station (34,087.90) CWIP - Aeration Basin Valves ww14004 418.300.59435.6509 New WW CIP - Aeration Basin Valves 163,000.00 CWIP - Oak Street Alley Sewer ww13002 418.300.59435.6501 Increase Engineering for Oak Street Alley Sewer Replacement 6,200.00 CWIP - Sewer Lining Fall ww13006 418.300.59435.6502 Close Sewer Lining - Alley E Sumach/ E. Cherry St (2,820.78) (194,708.68) LANDFILL Wages - project only lf14asp 419.275.53760.1* DOE offset grant - Aerated Static Pile composting pilot project 10,000.00 Other Supplies lf14asp 419.275.53760.3437 DOE offset grant - Aerated Static Pile composting pilot project 3,333.33 Professional Services lf14asp 419.275.53760.4110 DOE offset grant - Aerated Static Pile composting pilot project 14,500.00 Contractual services lf14asp 419.275.53760.4113 DOE offset grant - Aerated Static Pile composting pilot project 7,100.00 Postage lf14asp 419.275.53760.4212 DOE offset grant - Aerated Static Pile composting pilot project 400.00 CWIP budget new 419.300.59437.6599 Landfill Master Plan, start in 2014 30,000.00 CWIP budget new 419.300.59437.6599 Landfill Line Area 7-3, start in 2014 75,000.00 CWIP budget none 419.300.59437.6599 Remove '14 LF CEP, both projects already included 2015 CEP (58,500.00) 81,833.33 WATER IRRP Transfer to Street Construction irrp015 436.390.59795.5532 Water IRRP funding for street construction Frankland irrp 18,420.00 Transfer to Street Construction irrp013 436.390.59795.5532 Adjust budget for 2016 Alder Street IRRP (60,925.00) CWIP - 2016 Alder Street IRRP irrp013 436.390.59434.6513 Adjust budget for 2016 Alder Street IRRP 73,040.00 IRRP Construction work in progress irrp007 436.390.59434.6510 Close Pleasant/Home/Fern IRRP (5,096.61) Transfer to Street Construction irrp014 436.390.59795.5532 Water IRRP funding for Spokane Street construction of irrp014 22,436.00 Transfer to Street Construction irrp016 436.390.59795.5532 Water IRRP funding for West Chestnut construction of irrp016 8,380.00 CWIP - West Chestnut IRRP016 irrp016 436.390.59434.6518 Establish PE - West Chestnut irrp016 12,060.00 68,314.39 STORMWATER IRRP IRRP Construction work in progress irrp007 437.390.59438.6510 Close Pleasant/Home/Fern IRRP (2,489.26) Transfer to Water irrp007 437.390.59795.0416 Close Pleasant/Home/Fern IRRP 1,194.83 Transfer to Wastewater irrp007 437.390.59795.0418 Close Pleasant/Home/Fern IRRP 1,294.43 CWIP - 2016 Alder Street IRRP irrp013 437.390.59438.6513 Adjust budget for 2016 Alder Street IRRP (20,390.00) Transfer to Street Construction irrp016 437.390.59795.5532 Stormwater IRRP funding for West Chestnut construction of irrp016 3,200.00 CWIP - West Chestnut IRRP016 irrp016 437.390.59438.6518 Establish PE - West Chestnut irrp016 8,000.00 (9,190.00) WASTEWATER IRRP Transfer to Street Construction irrp015 438.390.59795.5532 Wastewater IRRP funding for street construction Frankland irrp 25,020.00 Transfer to Street Construction irrp013 438.390.59795.5532 Adjust budget for 2016 Alder Street IRRP (61,145.00) CWIP - 2016 Alder Street IRRP irrp013 438.390.59435.6513 Adjust budget for 2016 Alder Street IRRP 69,420.00 IRRP Construction work in progress irrp007 438.390.59435.6510 Close Pleasant/Home/Fern IRRP (5,830.91) Transfer to Street Construction irrp014 438.390.59795.5532 Wastewater IRRP funding for Spokane Street construction of irrp014 26,337.00 Transfer to Street Construction irrp016 438.390.59795.5532 Wastewater IRRP funding for West Chestnut construction of irrp016 31,960.00 CWIP - West Chestnut IRRP016 irrp016 438.390.59435.6518 Establish PE - West Chestnut irrp016 46,400.00 132,161.09

(231,604.34) (231,604.34) TRANSFERS TO/FROM DESIGNATED CASH WATER FUND Construction Committed Cash - WA fund irrp014 416.000.11133.0000 Additional funding for Water at Spokane Street 52,111.00 September 24th, 2014 Budget Amendment - CIPs

CIP BUDGET ADJUSTMENT 2014 Committed Cash - WA fund wa13003 416.000.11133.0000 Reduce Water funding 2014 Water CIP project (433,000.00) Committed Cash - WA fund wa13001 416.000.11133.0000 Close Brevor & North 8th Water Main Replace, return (10,339.96) Committed Cash - WA fund taumar 416.000.11133.0000 Fund Taumarson Road WA 37,473.29 Committed Cash - WA fund wa14001 416.000.11133.0000 Fund Mill Creek Transmission Main Relocate 85,507.38 Committed Cash - WA fund tbd9012 416.000.11133.0000 Water funding for Rose 2014 152,500.55 Committed Cash - WA fund irrp015 416.000.11133.0000 Fund Frankland irrp015 4,800.00 Committed Cash - WA fund st11005 416.000.11133.0000 Close Orchard Street, return funds (13,191.29) Committed Cash - WA fund wil9020 416.000.11133.0000 Increase funding Wilbur Street Utility Project 32,000.00 Committed Cash - WA fund wa09009 416.000.11133.0000 Increase ASR Permit project 17,200.00 (74,939.03) STORMWATER FUND Construction Committed Cash - SW tbd9020 417.000.11133.0000 Storm funding for Wilbur Street TBD Project 23,063.08 Committed Cash - SW sw13002 417.000.11133.0000 Close Lincoln Creek Relocation, return funds (26,347.09) Committed Cash - SW tbd9012 417.000.11133.0000 Storm funding for Rose 14 47,725.64 Committed Cash - SW st11005 417.000.11133.0000 Close Orchard Street, return funds (25,000.00) Committed Cash - SW sw14002 417.000.11133.0000 New project, funds for 2015 Stormwater CIP 30,000.00 Committed Cash - SW sw13006 417.000.11133.0000 Fund Whitman Water Drainage-Stormwater CIP 15,500.00 Committed Cash - SW st10031 417.000.11133.0000 Close 13th Gap, return funds (14,638.64) 50,302.99 WASTEWATER FUND Construction Committed Cash - WW ww14001 418.000.11133.0000 Reduce WW funding for 2014 Wastewater CIP's (223,000.00) Committed Cash - WW ww14002 418.000.11133.0000 Reduce WW funding for Downtown Alley Sewer (100,000.00) Committed Cash - WW ww13003 418.000.11133.0000 Close Abandon Holiday Inn Pump Station, return funds (34,087.90) Committed Cash - WW ww13006 418.000.11133.0000 Close Sewer Lining - Alley E Sumach/ E. Cherry St, return funds (2,820.78) Committed Cash - WW ww13008 418.000.11133.0000 Wastewater funding for 2015 WW CIP's 30,000.00 Committed Cash - WW taumar 418.000.11133.0000 Wastewater funding for Taumarson Rd 20,373.47 Committed Cash - WW tbd9012 418.000.11133.0000 Wastewater funding for Rose 14 14,284.52 Committed Cash - WW ww13002 418.000.11133.0000 Wastewater funding for Oak Street Alley Sewer 11,410.00 Committed Cash - WW ww14004 418.000.11133.0000 Wastewater funding for Aeration Basin - Drain Valve 163,000.00 (120,840.69) LANDFILL FUND Construction Committed Cash - LF new 419.000.11133.0000 Set aside for Landfill Master Plan, start in 2014 with balance in 2015 30,000.00 Committed Cash - LF new 419.000.11133.0000 Set aside for Landfill Line Area 7-3, start in 2014 with balance in 2016 75,000.00 105,000.00 WATER IRRP FUND Construction Committed Cash - WA IRRP irrp014 436.000.11133.0000 Fund Spokane IRRP Project 32,568.00 Committed Cash - WA IRRP irrp015 436.000.11133.0000 Fund Frankland irrp015 32,580.00 Committed Cash - WA IRRP irrp007 436.000.11133.0000 Close Pleasant/Home/Fern IRRP (5,096.61) Committed Cash - WA IRRP irrp013 436.000.11133.0000 Adjust funding for 2016 Alder Street IRRP 73,040.00 Committed Cash - WA IRRP irrp011 436.000.11133.0000 Increase funding for Clay/Hillbrook/Columbia irrp011 7,000.00 Committed Cash - WA IRRP irrp016 436.000.11133.0000 Fund West Chestnut irrp016 12,060.00 152,151.39 STORMWATER IRRP FUND Construction Committed Cash - SW IRRP irrp015 437.000.11133.0000 Fund Frankland irrp015 6,600.00 Committed Cash - SW IRRP irrp011 437.000.11133.0000 Increase funding for Clay/Hillbrook/Columbia irrp011 31,000.00 Committed Cash - SW IRRP irrp013 437.000.11133.0000 Adjust funding for 2016 Alder Street IRRP (20,390.00) Committed Cash - SW IRRP irrp016 437.000.11133.0000 Fund West Chestnut irrp016 8,000.00 25,210.00 WASTEWATER IRRP FUND Construction Committed Cash - WW IRRP irrp015 438.000.11133.0000 Fund Frankland irrp015 32,580.00 September 24th, 2014 Budget Amendment - CIPs

CIP BUDGET ADJUSTMENT 2014 Committed Cash - WW IRRP irrp014 438.000.11133.0000 Fund Spokane IRRP Project 25,078.00 Committed Cash - WW IRRP irrp007 438.000.11133.0000 Close Pleasant/Home/Fern IRRP, return funds (5,830.91) Committed Cash - WW IRRP irrp013 438.000.11133.0000 Adjust funding for 2016 Alder Street IRRP 69,420.00 Committed Cash - WW IRRP irrp011 438.000.11133.0000 Increase funding for Clay/Hillbrook/Columbia irrp011 40,000.00 Committed Cash - WW IRRP irrp016 438.000.11133.0000 Fund West Chestnut irrp016 46,400.00 207,647.09 LANDFILL FUND

EXISTING CONSTRUCTION PROJECTS Revenue Expense Committed Cash Clay/Hillbrook/Columbia Center irrp011 78,000 - 78,000 Whitman Water Drainage CIP sw13006 15,500 - 15,500 Spokane Street IRRP and Water Project irrp014 158,530 - 109,757 Wilbur Street TBD Project tbd9020 33,834.93 - 23,063.08 2014 Water CIP Projects wa13003 (433,000) (433,000) (433,000) 2014 Wastewater CIP Project ww14001 (223,000) (223,000) (223,000) Downtown Alley Sewer ww14002 (100,000) (100,000) (100,000) 2015 Wastewater CIP Project ww13008 30,000 30,000 Mill Creek Transmission Main Relocate wa14001 85,507.38 - 85,507.38 Taumarson Road taumar 57,846.76 - 57,847 TBD Rose Street 2014 tbd9012 381,734 214,510.71 2016 Alder Street IRRP irrp013 - - 122,070 Oak Street Alley Sewer Replacement ww13002 11,410 - 11,410 ASR Permit wa09009 17,200 - 17,200 Wilbur Street Utility Project wil9020 32,000 32,000

NEW PROJECTS Revenue Expense Committed Cash 2015 Walla Walla Pedestrian Improvements st14002 166,546 166,546 - Frankland IRRP irrp015 120,000 - 76,560 Landfill Dept. of Ecology-Aerated Static Pile lf14asp 35,333.33 35,333.33 - 2015 Stormwater CIP sw14002 30,000 30,000 30,000 Aeration Basin - Drain Valve Replacement ww14004 163,000 163,000 163,000 West Chestnut IRRP irrp016 110,000 110,000 66,460 TBD Isaacs Avenue Corridor tbd9013 20,000 20,000 - TBD 2016 2nd Avenue tbd9014 20,000 20,000 - TBD-Highland Road LID tbd1000 10,000 -

CLOSING PROJECTS Revenue Expense Committed Cash Pleasant/Home/Fern irrp007 (21,125.65) (21,125.65) (10,927.52) Lincoln Creek Relocation sw13002 (26,347.09) (26,347.09) (26,347.09) Brevor & North 8th Water Main Replace wa13001 (10,339.96) (10,339.96) (10,339.96) Abandon Holiday Inn Pump Station ww13003 (34,087.90) (34,087.90) (34,087.90) Sewer Lining - Alley E Sumach/ E. Cherry St ww13006 (2,820.78) (2,820.78) (2,820.78) Orchard Street st11005 (132,669.68) (132,669.68) (38,191.29) Rose 2nd to Palouse st07029 (243,252.24) (234,302.14) - 9th and Cherry Pedestrian Crossing st13001 (5,943.89) (12,200.86) - 13th Ave Abadie to Cherry (13th Gap) st10031 (85,340.94) (69,002.96) (14,638.64) ar-1281 Pgs. 59-90 City Council - Regular Meeting Meeting Date: 09/24/2014 Submitted For: Mike Laughery, Public Works Department, Engineering Add'l Contributors: Project No: IRRP013 & IRRP016 Funding/BARS No.: IRRP013 & IRRP016 Financial Comments: $139,335.00 funded by the IRRP program.

Information ITEM TITLE: A Professional Services Contract with Anderson Perry & Associates- for Traffic Analysis, Design Survey, and Geotechnical Investigation for the Alder IRRP & Chestnut IRRP projects.

HISTORY/POLICY ISSUES: On April 24, 2014, staff advertised a request for proposals from qualified professional services providers to design the Alder IRRP Project. On May 12, 2014, six proposals were received and evaluated by staff. Anderson Perry & Associates was selected as the most qualified. The Alder IRRP Project and the West Chestnut IRRP Project are slated for construction in 2016. However, it should be noted that construction of the Chestnut IRRP project is contingent upon available funding, which is currently limited by the availability of water IRRP funds. Primary design functions are planned to be performed by staff. However, traffic, geotechnical and surveying services are needed. Anderson Perry is considered the most qualified to perform these functions. Staff has worked with Anderson Perry & Associates to develop a scope and fee for traffic analysis on Alder Street, and design survey with geotechnical investigation on both projects.

FINANCIAL IMPACTS: The professional services contract has a not to exceed amount of $139,335.00. This fee amount has been compared to similar work on other projects and staff finds it to be fair and reasonable. Funding for this contract is included in the project budgets for Alder Street IRRP and West Chestnut Street IRRP projects.

ALTERNATIVES: As an alternative to awarding this contract, Council could direct staff to separate this work into multiple specialized professional service contracts. This will increase the costs associated with administration.

STAFF RECOMMENDATION: Staff recommends that Council approve Resolution No. 2014-XX: authorizing the City Manager to execute this professional services contract with Anderson Perry & Associates for traffic analysis, design survey, and geotechnical investigation as part of the Alder Street IRRP and West Chestnut IRRP projects.

CITY MANAGER'S COMMENTS: Approved for City Council action.

Attachments Res 2014-88 Alder IRRP Vicinity map West Chestnut IRRP Vicinity Map AP Contract-Scope-Fee RESOLUTION NO. 2014-88

A RESOLUTION AUTHORIZING THE CITY MANAGER OF THE CITY OF WALLA WALLA TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF WALLA WALLA AND ANDERSON-PERRY & ASSOCIATES, INC., TO EXECUTE AMENDMENTS, MODIFICATIONS, AND CHANGE ORDERS THERETO, AND TAKING SUCH FURTHER ACTION NEEDED THEREWITH

WHEREAS, the City of Walla Walla passed Municipal Ordinance A-2405 on May 13, 1970 which classified the City of Walla Walla as a nonchartered code city under Title 35A of the Revised Code Washington (RCW); and WHEREAS, the Washington Supreme Court held in U. S. v. Town of Bonneville, 94 Wn.2d 827, 832, 621 P.2d 127 (1980) that optional code cities organized under RCW Title 35A have “‘the broadest powers of local self-government consistent with the Constitution of this state.’ RCW 35A.01.010. Such municipalities are capable of entering into contracts without restriction[;]”and WHEREAS, the City of Walla Walla published an announcement of its projected requirements for professional services on April 24, 2014 in accordance with the requirements of section 39.80.030 of the Revised Code of Washington requesting submission of statements of qualifications and performance data from by qualified professionals; and WHEREAS, the City of Walla Walla requires professional services related to the design of the Alder Street and Chestnut Street infrastructure repair and replacement projects; and WHEREAS, the City of Walla Walla evaluated the statement of qualifications and performance data of those parties and firms on file with the City of Walla Walla, and found that Anderson-Perry & Associates, Inc. is the most qualified firm to provide such services to the City of Walla Walla; and WHEREAS, the price of the professional services contract negotiated with Anderson-Perry & Associates, Inc. to provide services is fair and reasonable to the City of Walla Walla; and WHEREAS, the Walla Walla City Council has considered this matter during a regularly and duly called public meeting of said Council, has given said matter careful review and consideration, and finds that good government and the best interests of the City of Walla Walla will be served by passage of this resolution, NOW THEREFORE, the City Council of the City of Walla Walla do resolve as follows:

Section 1: The City Manager of the City of Walla Walla is hereby authorized, empowered and directed to execute a professional services agreement on behalf of the City of Walla Walla with Anderson-Perry & Associates, Inc. for services related to Alder Street and Chestnut street infrastructure repair and replacement projects. -1- Section 2: The City Manager of the City of Walla Walla is hereby authorized and empowered to execute amendments, modifications, and change orders to the contract approved by section 1 herein on behalf of the City of Walla Walla, provided that sufficient appropriations have been made by the Walla Walla City Council, and provided further the aggregate value of all amendments, modifications, and change orders may not exceed $35,000.00.

Section 3: The City Manager of the City of Walla Walla is also hereby authorized and empowered to execute amendments, modifications, and change orders to the contract authorized by section 1 herein, which do not materially alter such contract, and also do not increase the financial obligations beyond amounts authorized by sections by sections 1 and 2 herein.

Section 4: The City Clerk of the City of Walla Walla is hereby authorized and directed to attest the contract and any amendments, modifications or change orders authorized by this resolution, and to attach to each duplicate thereof a copy of this Resolution.

PASSED by the City Council of the City of Walla Walla, Washington, this 24th day of September, 2014.

______Mayor

Attest: Approved as to form

______City Clerk City Attorney

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Date: 7/17/2014 : 0 185 370 740 Feet CITY OF WALLA WALLA STANDARD PROFESSIONAL SERVICES CONTRACT

THIS PROFESSIONAL SERVICES CONTRACT (Contract) is made this ______day of ______2014, by and between the City of Walla Walla, Washington, a municipal corporation, hereinafter referred to as "CITY", and ANDERSON PERRY & ASSOCIATES, INC., 214 EAST BIRCH STREET, WALLA WALLA, WA 99362, hereinafter referred to as "SERVICE PROVIDER":

RECITALS:

CITY intends to build the 2016 Alder Street IRRP Project and the 2016 Chestnut Street IRRP Project. These projects will reconstruct the street, water, sewer, and stormwater utilities and will include ADA compliant features at each intersection. The Alder Street Project will extend from Merriam Street to Roosevelt Street, and the Chestnut Street Project will extend from 2nd Avenue to Sprague Street.

SERVICE PROVIDER agrees to provide the following professional services requested by CITY: ENGINEERING DESIGN SERVICES.

WITNESSETH:

That for and in consideration of the mutual covenants and promises between the parties hereto, it is hereby agreed:

SCOPE OF SERVICES:

1. SERVICE PROVIDER shall provide to CITY the services outlined in Exhibit A of this Contract:

2. SERVICE PROVIDER shall provide the services set out above in accordance with the following schedule: a. All deliverables to be provided to CITY no later than the date shown: Alder Street – January 31, 2015 Chestnut Street – March 31, 2015

3. To assist SERVICE PROVIDER in carrying out these obligations, CITY shall perform the following services: a. Make all records on file and necessary to complete the work, available to SERVICE PROVIDER.

Professional Services Contract – ANDERSON PERRY & ASSOCIATES, INC. – 2016 IRRP PROJECTS Page 1 of 9 Revised 3/2014

EFFECTIVE AND TERMINATION DATES:

1. This Contract shall be effective as of the date set forth above, and shall terminate as of December 31, 2015 or, one year from the effective date, whichever is later.

2. CITY and SERVICE PROVIDER may by mutual written agreement, terminate this Contract at any time.

3. CITY may, on 30 days written notice to SERVICE PROVIDER, terminate this Contract for any reason deemed appropriate at its sole discretion.

COMPENSATION:

1. CITY shall pay SERVICE PROVIDER for work performed under this Contract an amount not to exceed $139,335 for all work identified in the Scope of Services and in accordance with Exhibit B of this Contract.

2. CITY shall pay SERVICE PROVIDER for "Other Services" on a time and materials basis in accordance with SERVICE PROVIDER'S standard Hourly Fee Schedule.

3. SERVICE PROVIDER shall submit to CITY an itemized invoice (payment request) at the end of each month OR according to the schedule outlined in Exhibit B for compensation for services performed in accordance with this Contract.

4. CITY shall process payment requests in its normal course and manner for accounts payable. Invoices for payment shall be mailed to: City Hall 15 N. 3rd Avenue, Walla Walla, WA 99362, or emailed to [email protected].

5. The amount of any excise or gross receipts tax that may be imposed shall be added to the compensation as determined to be appropriate.

6. Final payment to SERVICE PROVIDER may be withheld by CITY until all SERVICE PROVIDER's work product is complete and provided to CITY.

7. In the event of termination, CITY shall pay SERVICE PROVIDER for work performed in accordance with this Contract prior to the termination date.

8. In the event of termination by SERVICE PROVIDER under a breach of contract by CITY, CITY shall pay to SERVICE PROVIDER as provided in subsection 7 of this Section, and

Professional Services Contract – ANDERSON PERRY & ASSOCIATES, INC. – 2016 IRRP PROJECTS Page 2 of 9 Revised 3/2014 SERVICE PROVIDER's remedy shall be limited to termination of this Contract and receipt of payment as provided in this section.

9. In the event of termination by CITY under a breach of contract by SERVICE PROVIDER, CITY shall pay to SERVICE PROVIDER as provided in subsection 7 of this Section, with the exception that if CITY completes the work either through its own forces or through another SERVICE PROVIDER, and the cost exceeds the amount that would have been paid to SERVICE PROVIDER, the excess cost shall be deducted from the amount owed SERVICE PROVIDER.

BREACH OF CONTRACT:

1. Either CITY or SERVICE PROVIDER may terminate this Contract in the event of a breach of this Contract by the other party.

2. Prior to such termination however, the party seeking to terminate shall give the other party written notice of the breach, which written notice shall specify the failure and demand correction or remedy in 10 days. If the party has not entirely cured the breach within 10 days of the notice, then the party giving notice may terminate this Contract at any time thereafter by giving written notice of termination.

NOTICE:

Any notice provided for under this Contract shall be sufficient if in writing and delivered personally to the following addressee or deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, addressed as follows, or to such address as either party hereafter shall specify in writing to the other party:

If to the CITY: CITY OF WALLA WALLA ATTN.: MIKE LAUGHERY, P.E. 15 NORTH 3RD AVENUE WALLA WALLA, WA 99362

If to the SERVICE PROVIDER: ANDERSON PERRY & ASSOCIATES, INC. ATTN.: JAKE HOLLOPETER, P.E. 214 EAST BIRCH STREET WALLA WALLA, WA 99362

Professional Services Contract – ANDERSON PERRY & ASSOCIATES, INC. – 2016 IRRP PROJECTS Page 3 of 9 Revised 3/2014 COMPLIANCE WITH LAWS:

1. In connection with its activities under this Contract, SERVICE PROVIDER shall comply with all applicable Federal, State and local laws and regulations.

2. This Contract shall be construed to be governed by the laws of the State of Washington.

NON DISCRIMINATION:

During the performance of this contract, SERVICE PROVIDER agrees as follows:

1. SERVICE PROVIDER will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, sexual orientation, genetic information, marital status, age, Vietnam era veteran status, disabled veteran condition, disability, or national origin. SERVICE PROVIDER will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin.

Such actions shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

2. SERVICE PROVIDER will not, on grounds of any of the protected class indicators listed in subsection 1 of this Section:

a. Deny an individual any services or other benefits provided under this agreement.

b. Provide any service(s) or other benefits to an individual(s), which are different, or are provided in a different manner from those provided to others under this agreement.

c. Subject an individual to segregation or separate treatment in any manner related to the receipt of any service(s) of other benefits provided under this agreement.

d. Deny any individual an opportunity to participate in any program provided by this agreement through an opportunity to do which is different from that afforded others under this agreement. SERVICE PROVIDER in determining (1) the types of services or other benefits to be provided, or (2) the class of individuals to whom or the situation in which, such services or other benefits will be provided, or (3) the class of individuals to be afforded an opportunity to participate in any services or other benefits, will not utilize criteria or methods of administration which have the effect of subjecting individuals to

Professional Services Contract – ANDERSON PERRY & ASSOCIATES, INC. – 2016 IRRP PROJECTS Page 4 of 9 Revised 3/2014 discrimination due to any of the protected class indicators listed in subsection 1 of this Section.

INDEMNIFICATION:

1. SERVICE PROVIDER agrees to indemnify, hold harmless and at CITY's request, defend CITY, its officers, officials, employees and volunteers harmless from and against any and all liability or alleged liability, all suits, legal proceedings, claims, injuries, damages, losses and expenses, including but not limited to attorney's fees, arising out of or in connection with or incidental to any negligent act or performance, or error or omission of SERVICE PROVIDER or anyone acting on behalf of SERVICE PROVIDER in connection with or incidental to this Contract, except for injuries and damages caused by the sole negligence of the CITY.

2. CITY agrees to indemnify, defend, and hold harmless SERVICE PROVIDER from all claims, damages, and expenses, including attorney's fees arising out of the unauthorized reuse of SERVICE PROVIDER's instruments of service by CITY or by other's agents acting through CITY. Instruments of service shall include such things as original documents, survey notes, tracings, computer programs, and stamped plans and specifications, reports or findings of fact.

3. SERVICE PROVIDER shall provide services under this Contract in accordance with generally accepted professional practices for the intended use of the project and no warranty or representation either expressed or implied is intended as part of these services. Any opinion of the cost of the intended project prepared by SERVICE PROVIDER represents its best judgment as a professional and is supplied for the general guidance of CITY. SERVICE PROVIDER does not guarantee the accuracy of such opinion.

4. CITY will require that any SERVICE PROVIDER or sub-SERVICE PROVIDER performing work in connection with any plans or specifications produced under this Contract, to hold harmless, indemnify, and defend CITY, SERVICE PROVIDER, their sub- SERVICE PROVIDERs and each of their officers, agents, and employees from any and all liability claims, losses, or damage arising out of or alleged to arise from the SERVICE PROVIDER's negligence in the performance of the work described in the plans and specifications.

5. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the SERVICE PROVIDER and the CITY, its officers, officials, employees, and volunteers, the

Professional Services Contract – ANDERSON PERRY & ASSOCIATES, INC. – 2016 IRRP PROJECTS Page 5 of 9 Revised 3/2014 SERVICE PROVIDER's liability, including the duty and cost to defend, hereunder shall be only to the extent of the SERVICE PROVIDER's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the SERVICE PROVIDER's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement.

6. This Contract is to be binding on the heirs, successors, and assigns of the parties hereto and is not to be assigned by either party without written consent of the other.

INSURANCE:

SERVICE PROVIDER shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the SERVICE PROVIDER, its agents, representatives, or employees. SERVICE PROVIDER shall obtain insurance of the types described below:

1. Automobile Liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage.

2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The CITY shall be named as an insured under the SERVICE PROVIDER’s Commercial General Liability insurance policy with respect to the work performed for the CITY.

3. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington.

4. Professional Liability insurance appropriate to the SERVICE PROVIDER’s profession.

MINIMUM INSURANCE LIMTS:

SERVICE PROVIDER shall maintain the following insurance limits:

1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident.

Professional Services Contract – ANDERSON PERRY & ASSOCIATES, INC. – 2016 IRRP PROJECTS Page 6 of 9 Revised 3/2014

2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate.

3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit.

OTHER INSURANCE PROVISIONS:

The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance:

1. The SERVICE PROVIDER’s maintenance of insurance as required by the agreement shall not be construed to limit the liability of the SERVICE PROVIDER to the coverage provided by such insurance, or otherwise limit the CITY’s recourse to any remedy available at law or in equity.

2. The SERVICE PROVIDER’s insurance coverage shall be primary insurance as respect the CITY. Any insurance, self-insurance, or insurance pool coverage maintained by the CITY shall be excess of the SERVICE PROVIDER’s insurance and shall not contribute with it.

3. The SERVICE PROVIDER shall furnish the CITY with original certificates and copy of the amendatory endorsements, including but not limited to the additional insured endorsement, evidencing the insurance requirements of the SERVICE PROVIDER before commencement of the work.

4. The SERVICE PROVIDER’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the CITY.

5. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.

6. Failure on the part of the SERVICE PROVIDER to maintain the insurance as required shall constitute a material breach of contract, upon which the CITY may, after giving five business days notice to the SERVICE PROVIDER to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid by the CITY on demand, or at the sole discretion of the City, offset against funds due to the SERVICE PROVIDER from the CITY.

Professional Services Contract – ANDERSON PERRY & ASSOCIATES, INC. – 2016 IRRP PROJECTS Page 7 of 9 Revised 3/2014

ASSIGNMENT:

SERVICE PROVIDER shall not assign this Contract, in whole or in part, or any right or obligation hereunder, without prior written approval of CITY.

AMENDMENTS:

CITY and SERVICE PROVIDER may amend this Contract at any time only by written amendment. Any change in the Scope of Services shall be deemed an amendment subject to this subsection.

SEVERABILITY:

In the event any provisions of this Contract shall be held to be invalid, illegal, or unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term, condition, or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same by the other party.

LITIGATION/ARBITRATION:

1. Any dispute arising out of or in connection with this Contract which is not settled by mutual agreement within 60 days of notification in writing by either party may be submitted to litigation or arbitration. Should that occur, all court costs and attorney's fees incurred by the prevailing party shall be paid by the non-prevailing party to the prevailing party.

2. Notwithstanding any dispute under this Contract SERVICE PROVIDER shall continue to perform its work pending resolution of the dispute, and CITY shall make payments as required by this Contract for undisputed portions of the work.

3. Neither party shall hold the other responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the other party.

MAINTENANCE OF RECORDS:

SERVICE PROVIDER shall maintain record on a current basis to support its billings to CITY. CITY, or its authorized representative, shall have the authority to inspect, audit and copy, on reasonable notice and from time to time, any records of SERVICE PROVIDER regarding its billings or its performance hereunder, for a period of 3 years after completion or termination of this Contract.

Professional Services Contract – ANDERSON PERRY & ASSOCIATES, INC. – 2016 IRRP PROJECTS Page 8 of 9 Revised 3/2014 APPROVALS

CITY SERVICE PROVIDER

Approved as to Form:

City Attorney

By: By:

Type Name: Nabiel Type Jake Hollopeter. P.E.

Title: Citv Manaser Title: Vice President

Attest:

Kammy D. Hill, MMC, City Clerk

Professional Services Contract - ANDERSON PERRY & ASSOCIATES,INC. -2OI6IRRP PROJECTS Page 9 of 9 Revised 3l2Ùl4 EXHIBIT A CITY OF WALLA WALLA DESIGN SERVICES 2016 IRRP PROJECTS

SCOPE OF WORK

TASK DESCRIPTION AND BACKGROUND

This project generally includes the tasks required to provide the requested design services for the City of Walla Walla's (CITY) 2016 IRRP Projects. Specific project elements include topographic mapping (design survey), right‐of‐way, retracement, geotechnical explorations, traffic and safety analysis, and a signal warrant analysis.

In general, the design services will include, but not be limited to, the following key components and deliverables: • Topographic Mapping (Design Survey) • Geotechnical Explorations and Reports • Traffic and Safety Analysis Technical Memorandum • Supplemental if Requested ‐ Utility and Roadway Design Services, Traffic Signal Design Services, Right‐of‐Way Services, Construction Administration Including On‐Site Observation and Material Testing, or Other Services as Requested.

DUTIES AND RESPONSIBILITIES OF ANDERSON PERRY & ASSOCIATES, INC. (SERVICE PROVIDER)

TASK 1 ‐ PROJECT ADMINISTRATION

The SERVICE PROVIDER will oversee project tasks and coordinate with CITY representatives to manage the project's scope, schedule, and budget.

1.1 Contract Administration, Invoicing, and Progress Reports

1. Prepare and submit monthly invoices. Each invoice will include: The date period covered by the invoice, the number of hours worked during the billing period with billing rates shown, expenses and associated markups, the total cost for labor and expenses, subconsultant fees including markups, and a total amount summarizing labor, expenses, and subconsultant fees.

2. Prepare a Contract Summary Report to accompany the monthly invoices. The Contract Summary Report will list each invoice, including the current invoice, with an itemized summary of invoice numbers, dates, and amounts billed for labor, expenses, and subconsultants as well as the total amounts for each invoice. The Contract Summary Report will also list the total amount billed to date, total amount remaining under the contract, and the contract expiration date.

3. Prepare a brief Project Status Report to accompany the monthly invoices. The Project Status Report will include: The date period covered by the report, a brief summary of the work performed during the billing period, a notice to the CITY raising any issues or concerns that could require a contract amendment/supplement, a brief summary of completed and/or upcoming project milestones, and any CITY action items needed for project delivery. The SERVICE PROVIDER will monitor the budget status and take actions to correct undesirable budget trends involving the CITY if the scope is impacted.

8/22/2014 Anderson Perry & Associates, Inc. S:\DOCS\WW CITY\359‐140 2016 IRRP PROJECTS\AGREEMENT\EXHIBIT A ‐ SCOPE OF WORK.docx Page 1 4. Prepare and maintain the project design schedule. The schedule will identify SERVICE PROVIDER tasks and items provided by the CITY and other consultants. The schedule will be updated every month, as circumstances require, or as requested by the CITY.

5. Project management. General coordination with the CITY, subconsultants, other consultants, and stakeholders as well as ongoing monitoring of tasks and resources.

6. Maintain all contract‐required documentation. Provide copies of project files and records to the CITY for audits and public information requests. All final documents will be provided in electronic format as requested.

Deliverables □ Monthly Invoices, Contract Summary Reports, and Project Status Reports □ Project Design Schedule and Updates □ Project Documentation

1.2 Meetings

Various meetings will likely require the SERVICE PROVIDER to prepare information, participate, and document outcomes. Subconsultant team members shall attend meetings related to their specific tasks as requested by the SERVICE PROVIDER. The anticipated meetings are as follows:

1. Project kickoff meeting with CITY staff and others to review and modify the SERVICE PROVIDER's draft project schedule and work plan.

2. Project meetings to discuss and resolve issues as they arise. These meetings will likely be a combination of phone conference calls and in‐person meetings depending on the agenda.

TASK 2 ‐ DATA COLLECTION

2.1 Surveying and Base Map

The SERVICE PROVIDER will provide design surveying services for both project sites that include five primary elements: Records research, survey control, topographic mapping, rights‐of‐way retracement and monument locations, and base mapping. Each element is generally described below.

1. Records Research: Research the right‐of‐way, plats, short plats, surveys, and ownership records at the Walla Walla County Courthouse and Surveyor's office. All adjoining title information to be provided by the Title Company. Full title reports will be required for approximately 25 parcels.

2. Survey Control: Survey control shall be placed throughout the project. Existing survey monumentation shall be tied into the survey control. The field crew will bring the CITY's horizontal and vertical control onto the site utilizing RTK GPS surveying techniques, thus establishing approximately 15 primary control points along the route. A precise digital level loop will be run from a CITY benchmark and through all the primary control points. Once topographic mapping commences, it may be necessary to set secondary control points or "jump hubs" to gather additional information that the primary control was unable to see. A digital level will also be run to all jump hubs. The project shall conform horizontally and vertically to CITY GPS control based on the Washington State Coordinate System, South Zone, NAD 83, and vertically to NAVD 1988.

8/22/2014 Anderson Perry & Associates, Inc. S:\DOCS\WW CITY\359‐140 2016 IRRP PROJECTS\AGREEMENT\EXHIBIT A ‐ SCOPE OF WORK.docx Page 2 3. Topographic Mapping (Design Survey): All relevant roadway topographic and utility features will be identified to the right‐of‐way and, where needed, will include approximately 25 feet beyond the right‐of‐way (as long as landowner permission is granted). Additionally, the mapping will extend approximately 50 feet each direction at all public street intersections. This survey will contain adequate data to prepare a topographic model for the CITY's use in road and utility design. The underground utility notification center will be contacted prior to the field crew arrival, and all paint marks will be located. All overhead utilities and the invert elevations on all visible catch basins and manholes will be shown on the survey. For all storm and sanitary lines, the next manhole will also be located.

4. Rights‐of‐Way Retracement and Monument Locations: All centerline monuments and property corners will be searched for and, if found, will be tied. Approximately 160 tax parcels are identified for this project. Prior to beginning the field survey, notices will be sent to all landowners adjacent to Alder and Chestnut Streets within the project area with an Entry Permit included. This permit will need to be signed by the landowner and returned prior to the field crews entering their property, if needed. This proposal assumes access will be granted by all adjoiners. In areas where right‐of‐way acquisition is required, exact parcel line locations will need to be determined and shown on the maps. Development of legal descriptions, parcel maps, and exhibits for right‐of‐way acquisitions are not included in this Scope of Work.

5. Base Mapping: The field data will be reduced and the design survey base map will be completed. A surface will be created and contours shown in the design survey. The right of‐way will be determined from existing records and found monumentation and will be shown on the design survey. The final deliverable will be an AutoCAD Civil 3D file as requested, containing all gathered survey data, the final design survey, and copies of all field notes, title reports, parcel ownership right‐of‐way records, field crew raw data, all control and mapping points, and a surveyor's report.

The SERVICE PROVIDER will conduct site visits and perform field and office verification of survey data represented in the project base map. The SERVICE PROVIDER will notify residents affected by the survey of upcoming work and maintain access permission slips.

Deliverables □ Survey Base Map Including Right‐of‐Way Determinations □ Access Permission Slips (As Required)

2.2 Geotechnical Explorations

The SERVICE PROVIDER will conduct site explorations to gather information on the existing hot mix asphalt (HMA) and base rock thicknesses, the presence of unsuitable and corrosive soils, lateral bearing pressures and L‐pile parameters (for Alder Street signals only), and area groundwater levels. This data will be used when preparing the Geotechnical Reports for each project site. Specific work elements include coordinating with CITY staff and area utilities to select appropriate drilling locations, arranging a drilling company to perform borings, arranging traffic control, and observing the borings.

The projects are estimated to include 30 borings, 22 on Alder Street and 8 on Chestnut Street, each with an average 15‐foot depth. Each boring will be logged and soil samples will be collected. The following laboratory tests are anticipated to be performed on the collected soil samples: Moisture content, particle distribution, Atterberg limits, modified proctor, California bearing ratio, and a corrosion suite. Borings will be backfilled in accordance with Washington State Department of Ecology requirements.

8/22/2014 Anderson Perry & Associates, Inc. S:\DOCS\WW CITY\359‐140 2016 IRRP PROJECTS\AGREEMENT\EXHIBIT A ‐ SCOPE OF WORK.docx Page 3 2.3 Geotechnical Reports

The SERVICE PROVIDER will provide a Geotechnical Report for each project site. Geotechnical soil sampling and field testing will be completed as described above to determine the projects' anticipated geotechnical soil conditions, inventories, and subsurface water depths.

The reports will summarize the explorations and findings, outline the encountered subsurface conditions, and present the resulting geotechnical opinions and recommendations.

The SERVICE PROVIDER will review field data and perform analyses to provide geotechnical recommendations for: • Earthwork • Demolition • Excavation Characteristics • Reusability of On‐Site Soil • Subgrade Preparation • Wet Weather Construction • Soil Criteria for Imported Structural Fill • Structural Fill and Compaction Criteria • Utility Trench Construction and Bedding • Trench Backfill Requirements • Corrosion Potential • Groundwater Impacts • HMA/Aggregate Base Design • Signal Pole Foundation Recommendations (Alder Street Only)

The SERVICE PROVIDER will provide site plans, exploration logs, and any schematics necessary to illustrate the recommendations. See the attached Exhibit C prepared by Shannon & Wilson, Inc. for additional information related to the Alder Street geotechnical investigation.

Draft reports will be provided for CITY review. After receiving comments, the SERVICE PROVIDER will provide one electronic (pdf) and one hard copy of the final reports.

Deliverables □ Geotechnical Report for Each Project Site

TASK 3 ‐ TRAFFIC ANALYSIS

The SERVICE PROVIDER will conduct a traffic and safety analysis along Alder Street. This effort will include a traffic signal warrant analysis at designated intersections in accordance with the Manual on Uniform Traffic Control Devices. See the attached Exhibit D prepared by DKS Associates for additional information.

Deliverables □ Traffic Analysis Technical Memorandum

8/22/2014 Anderson Perry & Associates, Inc. S:\DOCS\WW CITY\359‐140 2016 IRRP PROJECTS\AGREEMENT\EXHIBIT A ‐ SCOPE OF WORK.docx Page 4 ADDITIONAL SERVICES

This section of the agreement is for additional services not identified in the SERVICE PROVIDER's Scope of Work. Potential additional scope the CITY may consider includes utility and roadway design services, traffic signal design services, right‐of‐way services (exhibits, documentation, and negotiations), construction administration and inspection, or other services requested by the CITY.

8/22/2014 Anderson Perry & Associates, Inc. S:\DOCS\WW CITY\359‐140 2016 IRRP PROJECTS\AGREEMENT\EXHIBIT A ‐ SCOPE OF WORK.docx Page 5 EXHIBIT B CITY OF WALLA WALLA DESIGN SERVICES 2016 IRRP PROJECTS HOURLY FEE PROPOSAL

Project Manager/ Geotechnical Principal CADD Survey Crew Surveyor Subconsultant Task Total Task Description Lead Designer Engineer Cost Cost $150 $115 $125 $100 $185 $120 TASK 1 ‐ PROJECT ADMINISTRATION 1.1 Contract Administration, Invoicing, and Progress Reports 10 25 ‐ Invoicing and Progress Reports ‐ Prepare and Maintain Project Schedule ‐ Overall Project Management ‐ Maintain and Provide Project Documentation 1.2 Meetings 4 10 6 ‐ Project Kickoff Meeting ‐ Project Meetings TOTAL HOURS TASK 114 35 0 0 0 6 COST TASK 1 $2,100 $4,025 $0 $0 $0 $720 $6,845 TASK 2 ‐ DATA COLLECTION 2.1 Surveying and Base Map (Both Alder and Chestnut Streets) 16 85 120 60 ‐ Records Research ‐ Survey Control ‐ Topographic Mapping (Design Survey) ‐ Rights‐of‐Way Retracement and Monument Locations ‐ Base Mapping 2.2 Geotechnical Explorations Alder Street 2 8 ‐ Coordinate with CITY Staff, Subcontractors, and Utilities ‐ Boring Observations (See Subconsultant Costs) ‐ Percolation Tests (See Subconsultant Costs) ‐ Laboratory Analysis (See Subconsultant Costs) ‐ Traffic Control (See Subconsultant Costs) ‐ On‐Site Borings (See Subconsultant Costs) Chestnut Street 2 8 30 ‐ Coordinate with CITY Staff, Subcontractors, and Utilities ‐ Boring Observations ‐ Percolation Tests ‐ Laboratory Analysis $2,400 ‐ Traffic Control $4,000 ‐ On‐Site Borings $6,800

Anderson Perry & Associates, Inc. 8/22/2014 S:\DOCS\WW CITY\359‐140 2016 IRRP PROJECTS\AGREEMENT\EXHIBIT B ‐ HOURLY FEE PROPOSAL Page 1 EXHIBIT B CITY OF WALLA WALLA DESIGN SERVICES 2016 IRRP PROJECTS HOURLY FEE PROPOSAL

Project Manager/ Geotechnical Principal CADD Survey Crew Surveyor Subconsultant Task Total Task Description Lead Designer Engineer Cost Cost $150 $115 $125 $100 $185 $120 TASK 2 ‐ DATA COLLECTION (CONT.) 2.3 Geotechnical Reports Alder Street 2 4 2 ‐ Prepare Draft Report (See Subconsultant Costs) ‐ Prepare Boring Logs (See Subconsultant Costs) ‐ Finalize Report (See Subconsultant Costs) ‐ Geotechnical Subconsultant (Shannon & Wilson, Inc.) $35,446 Chestnut Street 2 8 40 4 ‐ Prepare Draft Report ‐ Prepare Boring Logs ‐ Finalize Report TOTAL HOURS TASK 2 8 44 72 89 120 60 COST TASK 2 $1,200 $5,060 $9,000 $8,900 $22,200 $7,200 $53,560 TASK 3 ‐ TRAFFIC ANALYSIS (ALDER STREET) ‐ Coordinate with CITY Staff, Subcontractors, and Utilities 2 5 ‐ MUTCD Traffic Signal Warrant Analysis (See Subconsultant Costs) ‐ Corridor Safety Analysis (See Subconsultant Costs) ‐ Intersection Turning Movement Counts 20 ‐ Prepare Draft Technical Memorandum (See Subconsultant Costs) ‐ Finalize Technical Memorandum (See Subconsultant Costs) ‐ Traffic Analysis Subconsultant (DKS Associates) $7,540 TOTAL HOURS TASK 32 25 0 0 0 0 COST TASK 3 $300 $2,875 $0 $0 $0 $0 $3,175 Total Estimated Labor Costs $63,580 DIRECT COSTS Title Reports (25) and Deeds (135) $8,950 Total Direct Costs $8,950 SUBCONSULTANTS Total Subconsultant Costs (Refer to Specific Tasks) $56,186 Subconsultant Markup (10%) $5,619

ALDER STREET CHESTNUT STREET COMBINED COSTS Total Estimated Project Costs $83,075 $51,260 $134,335 *Utilization of Management Reserves Requires CITY Authorization *Management Reserve Fund $3,000 $2,000 $5,000 TOTAL PROPOSED PROJECT BUDGET $86,075 $53,260 $139,335

Anderson Perry & Associates, Inc. 8/22/2014 S:\DOCS\WW CITY\359‐140 2016 IRRP PROJECTS\AGREEMENT\EXHIBIT B ‐ HOURLY FEE PROPOSAL Page 2 ALASKA CALIFORNIA COLORADO FLORIDA MISSOURI OREGON WASHINGTON WISCONSIN

June 5, 2014

Mr. Jake Hollopeter, PE Vice President Anderson-Perry & Associates, Inc. 214 E Birch Street Walla Walla, Washington 99362

RE: PROPOSAL FOR GEOTECHNICAL ENGINEERING STUDY (REV. 1); 2015 ALDER STREET IRRP, WALLA WALLA, WASHINGTON

Dear Mr. Hollopeter;

Shannon & Wilson, Inc. is pleased to present this revised geotechnical engineering study proposal for the 2015 Alder Street IRRP project in Walla Walla, Washington. The revision incorporates traffic control activities within Shannon & Wilson scope of services based on the City’s request through Anderson-Perry & Associates, Inc..

BACKGROUND

The City of Walla Walla proposes to replace aging utilities and improve the existing streets along an approximately 0.7-mile-long Alder Street corridor from Merriam Street to S. Roosevelt Street. Funded by the City’s ongoing Infrastructure Repair and Replacement Program (IRRP), the 2015 Alder Street IRRP project will replace water mains, water services, sewer mains, sewer services, storm inlets, street surfaces, and make all intersections ADA compliant. Pavement improvements may consist of full-depth reconstruction and/or grind and overlay.

Anderson-Perry & Associates, Inc. (A-P) indicates that the City also requests potential signal revisions be incorporated into the project at:

1. Alder Street/S Roosevelt Avenue intersection; and 2. Alder Street/Division Street intersection.

2705 SAINT ANDREWS LOOP, SUITE A PASCO, WASHINGTON 99301-3378 509-946-6309 FAX: 509-543-2897 TDD 1-800-833-6388 www.shannonwilson.com 22-2-04047-001 Mr. Jake Hollopeter, PE Anderson-Perry & Associates, Inc. June 5, 2014 Page 2 of 5

A-P indicates that mast arm pole design will be performed in accordance with the Washington State Department of Transportation (WSDOT) Geotechnical Design Manual (GDM) M 46-03 and Signal Standard Foundation Plan, Sheet J-26.10.01.

SCOPE OF SERVICES

We propose to explore the improvement corridor by drilling borings along the improvement corridor. We understand that traffic control services are to be provided by Shannon & Wilson. We describe our proposed services below.

Exploration Work Plan

Shannon & Wilson will provide an exploration work plan (EWP), including exploration locations and proposed traffic control, approximately two weeks prior to fieldwork for A-P and City review and approval. We will not mobilize for fieldwork without an approved EWP.

Shannon & Wilson, through a qualified traffic control specialist, will provide traffic control services for our work within Alder Street and at the S. Roosevelt and Division Street intersections. We anticipate single lane closures will be required for the majority of our work.

Utility Locate

We understand that A-P and/or the City will mark field exploration locations and contact the local utility notification center prior to our fieldwork. Shannon & Wilson cannot be responsible for utilities not clearly identified.

Explorations

Shannon & Wilson proposes drilling up to 22 borings, or 20 along the general improvement corridor at approximately 300- to 500-foot-intervals, and 2 additional borings at the proposed signal revision intersections such that explorations are located at opposite corners. We will use a truck-mounted drill rig with hollow-stem auger methods. We will extend general corridor explorations, on an alternating basis, approximately 5 to 15 feet below the existing ground surface (bgs). We will extend explorations at proposed signal revision intersections approximately 30 feet bgs.

22-2-04047 2015 Alder Street IRRP.pro.r1/wp/cvm 22-2-04047-001 Mr. Jake Hollopeter, PE Anderson-Perry & Associates, Inc. June 5, 2014 Page 3 of 5

Our engineer or geologist will log each boring and obtain disturbed samples as the work progresses. We will obtain samples in conjunction with the Standard Penetration Test (SPT) at 2½-foot intervals in the upper 15 feet, and 5-foot intervals thereafter. We will place recovered soil samples in labeled plastic bags or jars for laboratory identification. We will place bulk samples from auger cuttings in the upper 5 feet into large plastic bags, or similar containers, for testing in our laboratory.

At completion, we will backfill the borings according to Washington Department of Ecology requirements. We will cap explorations through the asphalt and/or concrete with appropriate asphalt cold patch or ready-mix concrete. We are not proposing to restore the ground to pre- exploration conditions but we will make the patches reasonably flush with the pavement surface.

Our drilling subcontractor will collect drill cuttings into a 55-gallon drum. At completion, the drill crew will deliver and dump the cuttings at a City-designated site.

Laboratory Testing

Shannon & Wilson may perform the following laboratory tests, as appropriate, on selected soil samples retrieved from our explorations.

 Moisture Content (ASTM D 2216) for material characterization and soil index properties;  Particle Distribution (ASTM D 422 and ASTM D 1140) for material characterization and soil index properties;  Atterberg limits (ASTM D 4318) for material characterization, soil index properties, and engineering parameter correlations;  Modified Proctor (ASTM D 1557) for earthwork recommendations and calculations;  California Bearing Ratio (ASTM D 1883) for subgrade modulus correlations;  Corrosion Suite (pH – ASTM G 51, sulfates – ASTM D 4327, chloride content – ASTM D 4327, Redox Potential – ASTM G 200, Resistivity – ASTM G 187, and sulfide – Acetate Paper)

Engineering Analysis and Report

Shannon & Wilson will prepare a geotechnical engineering letter report that summarizes our observations, explorations, engineering analyses, and signal pole foundation recommendations. Our report will include:

22-2-04047 2015 Alder Street IRRP.pro.r1/wp/cvm 22-2-04047-001 Mr. Jake Hollopeter, PE Anderson-Perry & Associates, Inc. June 5, 2014 Page 4 of 5

 exploration logs and a site exploration plan;  interpreted soil classifications;  groundwater depth, if present;  Utility trenching, including excavations, subgrade preparation, bedding, and backfill requirements;  Corrosion potential (resistivity/corrosivity) for ductile iron water lines;  Signal pole foundation recommendations: o soil parameters, including unit weight, friction angle, cohesion, lateral bearing pressures, and L-pile parameters; and o signal pole foundation recommendations in accordance with WSDOT typical standards;  Hot Mix Asphalt (HMA) structural section(s), including grind and overlay thicknesses, and subgrade preparation, aggregate and HMA thicknesses for reconstructed sections;  Stormwater infiltration potential, including soil type(s), groundwater level, and preliminary long-term infiltration rate estimates;  Grading recommendations including demolition, compaction requirements, re-use of onsite soils, borrow and fill, subgrade preparation, and temporary excavations; and  Wet weather construction considerations.

We will provide three (3) hard copies and one (1) electronic copy of our geotechnical engineering report.

Plans and Specifications Review

Prior to construction, Shannon & Wilson will provide a review of the approximately 90 percent plans and specifications for geotechnical-related items and provide written comments for your consideration. We will summarize our geotechnical review of the plans and specifications in a letter.

SCHEDULE

We are available to begin exploration plan development upon contract authorization. We can commence explorations within approximately three weeks after authorization, depending on drill rig availability. We assume the drilling will be completed in four to five days. Laboratory testing will be completed in approximately two weeks after fieldwork. We anticipate the draft

22-2-04047 2015 Alder Street IRRP.pro.r1/wp/cvm 22-2-04047-001 Mr. Jake Hollopeter, PE Anderson-Perry & Associates, Inc. June 5, 2014 Page 5 of 5

geotechnical letter report will be available approximately four weeks after fieldwork completion. We will finalize the report after comment resolution.

COST OF SERVICES

Shannon & Wilson, Inc. is prepared to undertake this scope of services on a time-and-materials, not-to-exceed basis in accordance with the Client’s contract with mutually agreed revisions, if necessary. We estimate that our fee for the general corridor improvements services described in this proposal, including the signal revision work at two intersections and traffic control, will be about $35,445. We provide our anticipated costs and fees in the enclosed Fee Estimate sheets.

Our fee includes the exploration subcontractor, exploration observations, engineering analyses, report preparation and 90% plans review as described above. Our fee does not include construction phase services.

We assume each site is accessible using a truck-mounted drill rig and access agreements (if necessary) will be provided by the City and/or A-P.

We appreciate the opportunity to submit this proposal and look forward to working with you on this project. Should you have questions regarding this proposal, please contact our office.

Sincerely,

SHANNON & WILSON, INC.

Clinton A. Wilson, PE Principal Engineer

CAW:LJR:MWP/caw

Enc: Fee Estimate Important Information About Your Geotechnical/Environmental Engineering Proposal

22-2-04047 2015 Alder Street IRRP.pro.r1/wp/cvm 22-2-04047-001 SHANNON & WILSON, INC. Date: 5-Jun-14 Geotechnical and Environmental Consultants Proposal No.: 22-2-04047-001 Client: Anderson Perry Alder Street IRRP 2015 Walla Walla, Washington Estimated Item Description Units Rate Quantity Item Total 1 Project Management Principal-in-Charge per hour$ 235.00 1$ 235.00 Project Manager per hour$ 145.00 8$ 1,160.00 Clerical per hour$ 65.00 2$ 130.00 Project Management Total$ 1,525.00 2 Subcontract Services 2.1 Borings HazTech Estimate lump sum$ 12,000.00 1$ 12,000.00 Subtotal$ 12,000.00 2.2 Traffic Control Pavement Surface Control estimate$ 6,245.00 1$ 6,245.00

Subtotal estimated $ 6,245.00 Subcontracted Services Total $ 18,245.00 Contract Markup 10.0%$ 1,824.50 Subcontract Total$ 20,069.50

3 Field Monitoring Engineer/Geologist per hour$ 95.00 42$ 3,990.00 Per Diem per day$ 125.00 0$ - Mileage per mile$ 0.56 350$ 196.00 $ - Field Total$ 4,186.00 4 Laboratory Testing Lab Schedule/Packaging / hr$ 95.00 2$ 190.00 Moisture Content (ASTM D 2216) each$ 35.00 6$ 210.00 Particle Distribution (ASTM D 422 or 1140) each$ 165.00 6$ 990.00 Proctor (ASTM D 1557) each$ 185.00 3$ 555.00 California Bearing Ratio - 1 pt (ASTM D 1883) each$ 270.00 3$ 810.00 Corrosion Suite (pH, reistivity, sulfides, redox) each$ 240.00 2$ 480.00 Shipping LS$ 150.00 1$ 150.00 Laboratory Total$ 3,385.00

5 Engineering & Report Prepare Logs and Profiles Engineer /Geologist per hour$ 95.00 2$ 190.00 Typing & Clerical per hour$ 65.00 8$ 520.00 Analysis & Report Staff Engineer per hour$ 95.00 Earthwork 4$ 380.00 Infiltration Recommendations 2$ 190.00 Pavement Reconstruction Section 4$ 380.00 Pavement Grind/Overlay 6$ 570.00 WSDOT Signal Poles 4$ 380.00 Report 17$ 1,615.00 Sr. Principal Engineer per hour$ 145.00 2$ 290.00 Review Vice President per hour$ 235.00 2$ 470.00 Address Comments Sr. Principal Engineer per hour$ 145.00 2$ 290.00 Miscellaneous Color Copies each$ 2.00 0$ - Drafting per hour$ 85.00 8$ 680.00 Typing & Clerical per hour$ 65.00 5$ 325.00 Engineering Total$ 6,280.00

Estimated Total$ 35,445.50

Assumptions: Anderson Perry will mark and locate utilities at boring locations Drilling Estimate includes cost for Haz‐Tech to contain and deliver cutting to City facility One mobilization will be required to complete the general corridor improvement and signal revision scope of services SHANNON & WILSON, INC. Attachment to and part of Proposal 22-2-04047-001 Geotechnical and Environmental Consultants Date: June 5, 2014 To: Mr. Jake Hollopeter, PE

Anderson-Perry & Associates, Inc. Re: 2015 Alder Street IRRP Walla Walla, Washington

Important Information About Your Geotechnical/Environmental Proposal

More construction problems are caused by site subsurface conditions than any other factor. The following suggestions and observations are offered to help you manage your risks.

HAVE REALISTIC EXPECTATIONS.

If you have never before dealt with geotechnical or environmental issues, you should recognize that site exploration identifies actual subsurface conditions at those points where samples are taken, at the time they are taken. The data derived are extrapolated by the consultant, who then applies judgment to render an opinion about overall subsurface conditions; their reaction to construction activity; appropriate design of foundations, slopes, impoundments, and recovery wells; and other construction and/or remediation elements. Even under optimal circumstances, actual conditions may differ from those inferred to exist, because no consultant, no matter how qualified, and no subsurface program, no matter how comprehensive, can reveal what is hidden by earth, rock, and time.

DEVELOP THE SUBSURFACE EXPLORATION PLAN WITH CARE.

The nature of subsurface explorations—the types, quantities, and locations of procedures used—in large measure determines the effectiveness of the geotechnical/environmental report and the design based upon it. The more comprehensive a subsurface exploration and testing program, the more information it provides to the consultant, helping reduce the risk of unanticipated conditions and the attendant risk of costly delays and disputes. Even the cost of subsurface construction may be lowered.

Developing a proper subsurface exploration plan is a basic element of geotechnical/environmental design, which should be accomplished jointly by the consultant and the client (or designated professional representatives). This helps the parties involved recognize mutual concerns and makes the client aware of the technical options available. Clients who develop a subsurface exploration plan without the involvement and concurrence of a consultant may be required to assume responsibility and liability for the plan's adequacy.

READ GENERAL CONDITIONS CAREFULLY.

Most consultants include standard general contract conditions in their proposals. One of the general conditions most commonly employed is to limit the consulting firm's liability. Known as a "risk allocation" or "limitation of liability," this approach helps prevent problems at the beginning and establishes a fair and reasonable framework for handling them, should they arise.

Various other elements of general conditions delineate your consultant's responsibilities. These are used to help eliminate confusion and misunderstandings, thereby helping all parties recognize who is responsible for different tasks. In all cases, read your consultant's general conditions carefully, and ask any questions you may have.

HAVE YOUR CONSULTANT WORK WITH OTHER DESIGN PROFESSIONALS.

Costly problems can occur when other design professionals develop their plans based on misinterpretations of a consultant's report. To help avoid misinterpretations, retain your consultant to work with other project design professionals who are affected by the geotechnical/environmental report. This allows a consultant to explain report implications to design professionals affected by them, and to review their plans and specifications so that issues can be dealt with adequately. Although some other design professionals may be familiar with geotechnical/environmental concerns, none knows as much about them as a competent consultant.

1/2014

OBTAIN CONSTRUCTION MONITORING SERVICES.

Most experienced clients also retain their consultant to serve during the construction phase of their projects. Involvement during the construction phase is particularly important because this permits the consultant to be on hand quickly to evaluate unanticipated conditions, to conduct additional tests if required, and when necessary, to recommend alternative solutions to problems. The consultant can also monitor the geotechnical/environmental work performed by contractors. It is essential to recognize that the construction recommendations included in a report are preliminary, because they must be based on the assumption that conditions revealed through selective exploratory sampling are indicative of actual conditions throughout a site.

Because actual subsurface conditions can be discerned only during earthwork and/or drilling, design consultants need to observe those conditions in order to provide their recommendations. Only the consultant who prepares the report is fully familiar with the background information needed to determine whether or not the report's recommendations are valid. The consultant submitting the report cannot assume responsibility or liability for the adequacy of preliminary recommendations if another party is retained to observe construction.

REALIZE THAT ENVIRONMENTAL ISSUES MAY NOT HAVE BEEN ADDRESSED.

If you have requested only a geotechnical engineering proposal, it will not include services needed to evaluate the likelihood of contamination by hazardous materials or other pollutants. Given the liabilities involved, it is prudent practice to always have a site reviewed from an environmental viewpoint. A consultant cannot be responsible for failing to detect contaminants when the services needed to perform that function are not being provided.

ONE OF THE OBLIGATIONS OF YOUR CONSULTANT IS TO PROTECT THE SAFETY, PROPERTY, AND WELFARE OF THE PUBLIC.

A geotechnical/environmental investigation will sometimes disclose the existence of conditions that may endanger the safety, health, property, or welfare of the public. Your consultant may be obligated under rules of professional conduct, or statutory or common law, to notify you and others of these conditions.

RELY ON YOUR CONSULTANT FOR ADDITIONAL ASSISTANCE.

Your consulting firm is familiar with several techniques and approaches that can be used to help reduce risk exposure for all parties to a construction project, from design through construction. Ask your consultant not only about geotechnical and environmental issues, but others as well, to learn about approaches that may be of genuine benefit.

The preceding paragraphs are based on information provided by the ASFE/Association of Engineering Firms Practicing in the Geosciences, Silver Spring, Maryland

1/2014

EXHIBIT D

Walla Walla Alder Street IRRP Improvements DKS Scope of Services

Task 1: Alder Street Traffic Analysis The City of Walla Walla desires to improve traffic operations and safety on Alder Street from Clinton Street to Roosevelt Street. Alder Street is currently a two to three lane roadway with one travel lane in each direction, bike lanes, and parallel on-street parking. The intersections of Alder Street/Clinton Street and Alder Street/Roosevelt Street are controlled by four phase traffic signals with permissive left turn phasing. The intersection of Alder Street/Division Street is currently a two-way stop controlled intersection with Division Street being treated as the minor approaches.

Based on an evaluation of the transportation system, Division Street is the key north/south connector street that provides access to the park and surrounding land uses. However, there is no traffic signal at the Division Street/Alder Street intersection that creates a barrier to north/south connectivity. The existing traffic signal at Clinton Street/Alder Street is not in the desirable location as Clinton Street is not a primary north/south connector route and primarily serves residential uses. Due to high delays at Division Street/Alder Street, it is likely that a portion of north-south traffic along Division Street diverts to Clinton Street to use the Alder Street/Clinton Street traffic signal thus creating neighborhood cut-through traffic.

DKS will conduct traffic and safety analysis along Alder Street to determine the existing operations. MUTCD traffic signal warrant analysis will be performed at both the Alder Street/Clinton Street and Alder Street/Division Street intersections to determine the need for traffic signals at each intersection. The analysis will determine the current 2014 traffic operations as well as the future 20-year traffic operating conditions with the proposed improvements. The study will determine and recommend necessary traffic control improvements and storage lengths for turn lanes as applicable through the 2034 analysis year. The corridor safety analysis will evaluate the roadway segment between Clinton Street and Roosevelt Street as well as key intersections to determine if safety improvements are needed and to confirm the project area complies with national, state, and local roadway standards. Pedestrian safety and ADA compliance recommendations will also be included.

DKS will estimate the amount of traffic that is likely diverting from Division Street to Clinton Street by evaluating travel times from land uses along both facilities. The traffic diversion will be factored into the traffic signal warrant analysis to confirm the recommended traffic control changes are capable of handling the future traffic loadings. Modifications to the recommended traffic control improvements as a result of the sensitivity analysis will be documented in the traffic analysis report.

Work Product: Draft and Final Alder Street Transportation Analysis Technical Memorandum.

Task Assumption: The City of Walla Walla will provide 24-hour tube counts (volumes, speeds and vehicle classification) on all four approaches of the Alder Street/Clinton Street and Alder Street/Division Street intersections. Anderson Perry will provide intersection turn movements counts at both locations during the a.m. and p.m. peak hours. The peak hours will be determined from the City 24-hour tube counts.

ar-1278 Pgs. 91-96 City Council - Regular Meeting Meeting Date: 09/24/2014 Submitted For: Joel Petty, Public Works Department, Engineering Add'l Contributors: Project No: Funding/BARS No.: Financial Comments: N/A

Information ITEM TITLE: Resolution 2014-XX: Reject the single bid received from A. Key Excavating for the 2014 Stormwater CIP Projects. The bid received exceeded the Engineer's Estimate by 26%. Several other bidder's expressed an interest in the project but did not bid due to their schedule and ability to finish the project before the paving season ended.

HISTORY/POLICY ISSUES: The proposed project includes improvements to the stormwater facilities at three locations: Spokane St - Main to Mill Creek - Line the existing concrete pipe with Cured-In-Place Pipe liner, new sedimentation manhole, and repair broken pipe at bridge abutment wall. Walla Walla Ave - Division and Bellevue Intersections - Disconnect three catch basins from sanitary sewer collection system, install drywell/infiltration trenches. W. Cherry St - Martha Street, near Washington Park - Disconnect one catch basin from sanitary sewer collection system, install drywell/infiltration trench. Design was complete in July 2014. The plans and bid package were sent out to all of the contractor’s registered on the Small Works Roster on August 8, 2014, for bids to be opened on August 22, 2014. Three Small Works Roster (SWR) contractors requested copies of the bid documents, and only a single bid was received. The bid received was 26% higher than the Engineer's Estimate. While the preference would be to complete the construction of the three 2014 Stormwater projects this year, an acceptable alternative would be to reject the single bid received and complete the project at a later date to allow for a more competitive bidding process.

FINANCIAL IMPACTS: The financial impact of awarding the bid to the only contractor who submitted a bid would be about $200,000, or approximately $40,000 more than the Engineer's Estimate.

ALTERNATIVES: Alternatives would include awarding the bid to A Key Excavating, Inc. or rejecting the bid and re-bidding the 2014 Alternatives would include awarding the bid to A Key Excavating, Inc. or rejecting the bid and re-bidding the 2014 Stormwater Projects for construction in 2015.

STAFF RECOMMENDATION: Staff recommends approval of Resolution 2014-XX, which rejects the single bid received for the 2014 Stormwater CIP Project.

CITY MANAGER'S COMMENTS: Approved for City Council action.

Attachments Res 2014-89 Bid Tab Project map RESOLUTION NO. 2014-89

A RESOLUTION REJECTING ALL BIDS FOR THE 2014 STORMWATER CIP PROJECTS AND TAKING SUCH FURTHER ACTION NEEDED THEREWITH

WHEREAS, the City of Walla Walla passed Municipal Ordinance A-2405 on May 13, 1970 which classified the City of Walla Walla as a nonchartered code city under Title 35A of the Revised Code Washington (RCW); and WHEREAS, the Washington Supreme Court held in U. S. v. Town of Bonneville, 94 Wn.2d 827, 832, 621 P.2d 127 (1980) that optional code cities organized under RCW Title 35A have “‘the broadest powers of local self-government consistent with the Constitution of this state.’ RCW 35A.01.010. Such municipalities are capable of entering into contracts without restriction[;]”and WHEREAS, the City of Walla Walla published notice on December 18, 2013 notice of its small works roster and solicited names of contractors to include on its roster; and WHEREAS, the engineer’s estimate for the cost of this project did not exceed two hundred thousand dollars ($200,000.00); and WHEREAS, the City of Walla Walla secured quotations from contractors on its appropriate small works roster, in accordance with Walla Walla Municipal Code §17.03.020 and section 39.04.155 of the Revised Code of Washington for its 2014 stormwater CIP projects; and WHEREAS, only one bid was received, and all timely bid proposals have been evaluated and all bids exceeded available project funding; and WHEREAS, the Walla Walla City Council has considered this matter during a regularly and duly called public meeting of said Council, has given said matter careful review and consideration, and finds that good government and the best interests of the City of Walla Walla will be served by passage of this resolution;

NOW THEREFORE, the City Council of the City of Walla Walla do resolve as follows:

Section 1: All bids for the 2014 stormwater CIP projects are hereby rejected.

PASSED by the City Council of the City of Walla Walla, Washington, this 24th day of September, 2014.

______Mayor -1- Attest: Approved as to form

______City Clerk City Attorney

-2- CITY OF WALLA WALLA BID TABULATION Project Name: 2014 Stormwater CIP Project Manager: Joel Petty Project Number: sw14001 Engineers Estimate: $150,000 - $160,000 Bid Opening: Friday, August 22, 2014 - Time 1:30 p.m.

ACKNOWLDGED SIGNED ADDENDUMS HEADQUATERS LOCATION PROPOSAL 1&2 BIDDER'S COMPANY NAME (TOWN & STATE) (YES/NO) (YES/NO) TOTAL BID

~ ~'-1~ A. Key Excavating, Inc. Milton-Freewater, OR yLS Y<--? 1'7~ 9w.oo

Columbia Pumping & Construction, Inc. Pasco,WA N/A- lviA- No gil

Humbert Asphalt Milton-Freewater, OR N/A- tI/A ~ 'SId

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ClTIor WALLA Public Works/Engineering VERT. rIA 45 EMoor. 6t WALLA W.". W.I1., WA g",2 SW14001 ar-1288 Pgs. 97-102 City Council - Regular Meeting Meeting Date: 09/24/2014 Submitted For: Nathan Black, Public Works Department, Engineering Add'l Contributors: Project No: Funding/BARS No.: 416.300.59434.6599 Financial Comments: Bid award in the amount of $90,027.63

Information ITEM TITLE: Award the bid to K&N Electric Motors, Inc. in the amount of $90,027.63 to perform maintenance on a Louis Allis Type TBGZBDK, 2,500 KVA, 4160 V, 720 RPM, 2,250 KW Synchronous Hydroelectric Generator located at the Water Treatment Plant.

HISTORY/POLICY ISSUES: Hydroelectric generator maintenance is critical in keeping the 28 year old power plant operational. The City receives approximately $1,450.00 per day in power sales. Presently, the generator requires maintenance to ensure continued operation and reliability. Major maintenance in 2014 was planned as outlined in our Power Purchase Agreement for the Mill Creek Hydro Facility with Columbia Rural Electric Association. City staff bid the project using the Small Works Roster process (based on RCW 39.04.155). A small works bid request was emailed to the three contractors on the City's Small Works Roster that are registered as doing hydroelectric generator repair. Two quotes were received by the deadline of September 4, 2014. The low bid was K&N Electric Motors, Inc. in the bid amount of $82,670.00 plus $7,357.63 tax for a total of $90,027.63. Since only a very small number of contractors specialize in this type of work, a limited number of quotes were anticipated. The bid came in under the budget estimate of $100,000. Utility infrastructure is of paramount importance and should be adequately funded (Goal 7, Objective 2) from the Comprehensive Plan.

FINANCIAL IMPACTS: The project has been planned and is fully funded out of the Water Utility fund.

ALTERNATIVES: An alternative is to wait for system failure. Possible consequences of such action are unplanned emergency repair(s) that may result in higher repair costs and lost power generation revenue.

STAFF RECOMMENDATION: Staff recommends adoption of Resolution 2014-XX awarding the 2014 Hydroelectric generator maintenance project Staff recommends adoption of Resolution 2014-XX awarding the 2014 Hydroelectric generator maintenance project to K&N Electric Motors, Inc. in the amount of $90,027.63, and authorize the City Manager to execute the contract documents.

CITY MANAGER'S COMMENTS: Approved for City Council action.

Attachments Res 2014-90 Bid Tab - Hyrdoelectric K&N Bid RESOLUTION NO. 2014-90

A RESOLUTION AWARDING THE CONTRACT FOR GENERATOR MAINTENANCE AND REPAIRS TAKING SUCH FURTHER ACTION NEEDED THEREWITH

WHEREAS, it has become necessary to perform maintenance and possibly repairs on the hydroelectric generator located at the water treatment plant; and WHEREAS, the City of Walla Walla passed Municipal Ordinance A-2405 on May 13, 1970 which classified the City of Walla Walla as a nonchartered code city under Title 35A of the Revised Code Washington (RCW); and WHEREAS, the Washington Supreme Court held in U. S. v. Town of Bonneville, 94 Wn.2d 827, 832, 621 P.2d 127 (1980) that optional code cities organized under RCW Title 35A have “‘the broadest powers of local self-government consistent with the Constitution of this state.’ RCW 35A.01.010. Such municipalities are capable of entering into contracts without restriction[;]”and WHEREAS, the City of Walla Walla published notice on December 18, 2013 notice of its small works roster and solicited names of contractors to include on its roster; and WHEREAS, the engineer’s estimate for the cost of this project did not exceed two hundred thousand dollars ($200,000.00); and WHEREAS, the City of Walla Walla secured quotations from contractors on its appropriate small works roster, in accordance with Walla Walla Municipal Code §17.03.020 and section 39.04.155 of the Revised Code of Washington; and WHEREAS, the lowest responsible bid for the work was submitted by the contractor named in section 1 herein; and WHEREAS, the Walla Walla City Council has considered this matter during a regularly and duly called public meeting of said Council, has given said matter careful review and consideration, and finds that good government and the best interests of the City of Walla Walla will be served by passage of this resolution;

NOW THEREFORE, the City Council of the City of Walla Walla do resolve as follows:

Section 1: The contract to perform maintenance and repairs on the City's hydroelectric generator and related equipment is hereby awarded to K&N Electric Motors, Inc., and the City Manager of the City of Walla Walla is hereby authorized, empowered and directed to execute said contract behalf of the City of Walla Walla.

Section 2: The City Manager of the City of Walla Walla is hereby authorized and empowered to execute amendments, modifications, and change orders to the agreement approved by section 1 herein on behalf of the City of Walla Walla, provided that -1- sufficient appropriations have been made by the Walla Walla City Council, and provided further the aggregate value of all amendments, modifications, and change orders may not exceed $20,000.00.

Section 3: The City Clerk of the City of Walla Walla is hereby authorized and directed to attest the agreement approved by section 1 herein and any amendments, modifications or change orders authorized by section 2 herein, and to attach to each duplicate thereof a copy of this Resolution.

PASSED by the City Council of the City of Walla Walla, Washington, this 24th day of September, 2014.

______Mayor

Attest: Approved as to form

______City Clerk City Attorney

-2- PUBLIC WORKS OPERATIONS Small Works Project: Hydroelectric Generator Major Mechanical and Electrical Maintenance BID TABULATION SHEET Division: PW Water Treatment Date: 9/4/2014 T.K.

SALES Responded Lump Sum TOTAL MEETS ITEM DESCRIPTION QUANT VENDOR NAME TAX @ Y/N Cost COST SPECS Y/N 8.9% Hydroelectric Generator Major Mechanical and Electrical Lump Maintenance Sum K & N Electric Motors Inc. Y $82,670.00 $7,357.63 $90,027.63 Y Hydroelectric Generator Major Mechanical and Electrical Lump Maintenance Sum SIMMCO Y $271,428.00 $24,157.09 $295,585.09 Y Hydroelectric Generator Major Mechanical and Electrical Lump Maintenance Sum H & N Electric Y No Bid No Bid No Bid NA

` Fax Quote to (509) 529-9681 Attention: Tom Krebs

Hydroelectric Generator Major Mechanical and Electrical Maintenance Lump Sum Bid Sales Tax 8.9% Total *

*K&N expects to complete the specified work scope within the required thirty (30) day time period. However, we must limit total liquidated damages to the total pre tax bid amount for this work.

Company name and phone nm}l15l~r .!5~nu~f![!£J'{!QlQ!~~.!~~~&~!lIl Contact Fax nunllb~( ~iJ

Note: K&N will utilize the following equipment on the refurbishment ofthe Mill Creek Road Generator and associated apparatus. PP185 Baker Test set for proper electrical testing ofgenerator Our crane and lathe capacities for handling both rotor and pelton wheel to ensure proper runout inspection We will utilize our sophisticated equipment for comprehensive oil filtration to include dehydration and degassing ofthe oil. ar-1200 Pgs. 103-137 City Council - Regular Meeting Meeting Date: 09/24/2014 Submitted For: Tim Donaldson, City Attorney Add'l Contributors: Project No: Funding/BARS No.: Financial Comments: N/A

Information ITEM TITLE: Extend cable franchise and authorize transfer of franchise from Charter Communications to Comcast

HISTORY/POLICY ISSUES: The City granted a cable franchise to Falcon Video Communications, L.P. (locally known as Charter Communications) by Ordinance 2003-4 (3/27/2003). The City has been satisfied with the terms and conditions of that franchise. The franchise was for a period of ten (10) years, and contained a provision that allowed Charter to extend it for an additional five (5) years by giving timely notice. The City contacted Charter near the end of the extension period to determine Charter's intentions, and Charter informed the City that it wished to renegotiate better terms and would not be requesting an extension. The City began informal negotiations with Charter but was unable to reach agreement on revisions to the franchise. The City thereafter granted extensions by Ordinances 2013-21 (8/14/2013) and 2013-35 (12/18/2013). The parties were still unable to come to an agreement, and the most recent extension was set to expire on June 30, 2014. (Note, however, that the franchise continues even after expiration by operation of law until affirmatively terminated). On June 17, 2014, the City received notice from Comcast that it had reached agreement with Charter to assume control of the local franchise. The notice requests that the City consent to the transfer. The franchise provides in paragraph 10.1.1 that the City will not unreasonably withhold approval of the transfer. The inability to reach agreement with Charter and the pending transfer of ownership request provide a path forward for negotiations. The City contacted Charter to determine its intentions, and Charter agrees that the most appropriate course of action would be to extend the franchise under its current terms for a year to allow the transfer to Comcast to be completed, and to allow the City to then negotiate and reach agreement with Comcast on the terms of a franchise renewal. This course of action would be best for the City, because it is happy with the terms and conditions of the existing franchise.

FINANCIAL IMPACTS: There should be no adverse financial impact.

ALTERNATIVES: Extend the franchise and consent to the transfer. Extend the franchise and consent to the transfer. The franchise will continue in effect by operation of law even without an extension, but the City is better protected if the extension is mutually agreed. Staff does not see commercially reasonable grounds to disapprove the transfer to Comcast.

STAFF RECOMMENDATION: 1. Extend the existing cable franchise for a year; and 2. Consent to the change of ownership from Charter to Comcast. The City would then resume franchise negotiations with Comcast after the transfer is completed.

CITY MANAGER'S COMMENTS: Approved for City Council action.

Attachments Ord 2014-26 Res 2014-85-with amendment Transfer Agreement Transfer notice CITY OF WALLA WALLA WASHINGTON ORDINANCE NO. 2014-26

AN ORDINANCE OF THE CITY OF WALLA WALLA, WASHINGTON, RELATING TO CABLE FRANCHISES; AUTHORIZING AND RATIFYING AN EXTENSION OF THE CHARTER CABLE FRANCHISE GRANTED PURSUANT TO CITY ORDINANCE NO. 2003-4; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE ______

WHEREAS, Falcon Video Communications, L.P., locally known as Charter Communications (“Charter”) currently holds a cable franchise with the City of Walla Walla, Washington (“City”), granted by Ordinance No. 2003-4 (“Franchise”) on March 26, 2003; and

WHEREAS, Charter’s Franchise with the City expired on March 26, 2013; and

WHEREAS, the City and Charter have begun informal renewal negotiations in accordance with Section 626(h) of Title VI of the Communications Act of 1934, as amended and the parties continue to reserve all rights under the formal procedures of Section 626 of Title VI of the Communications Act of 1934, as amended, and do not waive any rights related thereto; and

WHEREAS, the City granted extensions of the Franchise by Ordinance No. 2013-21 on August 14, 2013 and Ordinance No. 2013-35 on December 18, 2013; and

WHEREAS, the extension of the Franchise granted by Ordinance No. 2003-4 expired on June 30, 2013; and

WHEREAS, the City received notice from Comcast Corporation (“Comcast”) that it had reached agreement with Charter by which the City’s franchisee will become a wholly owned subsidiary of Comcast, and the City was asked to consent to the change of control; and

WHEREAS, Charter has requested that the City extend the existing franchise for an additional year to allow the transfer to Comcast to be completed and franchise negotiations to thereafter continue with Comcast; and

WHEREAS, the City Council has considered the request of Charter and finds that it is in the public interest to further extend the current Franchise for an additional period of time so that cable service to the public will not be interrupted;

1 NOW, THEREFORE, the City Council of the City of Walla Walla, Washington, do ordain as follows:

Section 1. Extension of Franchise. The Franchise of Charter authorized pursuant to City Ordinance No. 2003-4 shall be and is hereby extended through September 30, 2015; provided further that, in the event such extension is authorized after expiration of the franchise, such extension is hereby ratified and shall operate as if such extension had been granted on or before the date of expiration of the Franchise. All other terms and conditions of the existing Franchise shall remain the same.

Section 2. Severability. Should any section, paragraph, sentence, clause or phrase of this Ordinance, or its application to any person or circumstance, be declared unconstitutional or otherwise invalid for any reason, or should any portion of this Ordinance be pre-empted by state or federal law or regulation, such decision or pre-emption shall not affect the validity of the remaining portions of this Ordinance or its application to other persons or circumstances.

Section 3. Effective Date. This Ordinance shall be published in the official newspaper of the City, and shall take effect and be in full force five (5) days after the date of publication.

ADOPTED BY THE CITY COUNCIL AT A REGULAR MEETING THEREOF ON THE 10th DAY OF SEPTEMBER, 2014.

CITY OF WALLA WALLA

Jerry Cummins, Mayor

ATTEST/AUTHENTICATED:

Kammy Hill, City Clerk

Approved as to form:

Timothy J. Donaldson, City Attorney

Filed with the City Clerk: Passed by the City Council: Ordinance No. Date of Publication: Effective Date:

2 ACCEPTED this _____ day of ______, 2014

Falcon Video Communications, L.P., l/k/a Charter Communications

By: Charter Communications VII, LLC its General Manager

By: Charter Communications Inc., its Manager

By: ______Mark E. Brown Title: Vice-President, Government Affairs Charter Communications

3 CITY OF WALLA WALLA WASHINGTON RESOLUTION NO. 2014-85

______

A RESOLUTION APPROVING THE TRANSFER OF CONTROL OF THE CITY’S CABLE SERVICE PROVIDER TO COMCAST CORPORATION

WHEREAS, the City issued a single Franchise (the “Franchise”) to Falcon Video Communications, L.P., or its successors or assigns (the “Franchisee”) which was granted on the 26th day of March, 2003, pursuant to Ordinance No. 2003-4, and extended pursuant to Ordinances Nos. 2013-21, 2013-35, and 2014-26; and

WHEREAS, the Franchise term have expired; provided however that, the City represents that terms and conditions of the Franchise continue to bind the City and Franchisee as an implied contract and shall be and constitute the Franchise until such time as the Franchise shall lawfully terminate; and

WHEREAS Charter Communications, Inc. (“Charter Communications”) is the ultimate parent of Franchisee; and

WHEREAS, on April 25th, 2014, Charter Communications entered into a Divestiture Agreement (the “Agreement”) with Comcast Corporation (the “Transferee”) pursuant to which control of Franchisee, a wholly owned subsidiary of Charter Communications, will be transferred to Transferee whereupon Franchisee will become an wholly owned subsidiary of Transferee; and

WHEREAS, following the transfer of control, Franchisee will continue to hold and be responsible for the performance of the Franchise; and

WHEREAS, Franchisee now seeks approval of the transfer of control and has filed an FCC Form 394 with the City; and

WHEREAS, the City has examined the legal, financial and technical qualifications of Transferee in order to consider and act upon the transfer of control request and considered the comments of interested parties; and

WHEREAS, the City is willing to consent to the transfer of control of Franchisee to Comcast, subject to the closing of the Transactions set forth in the Agreement, the appropriate approvals by federal regulatory entities, and execution of the transfer agreement attached hereto as Exhibit “A”; and

WHEREAS, Franchisee has agreed as set forth in the Transfer Agreement attached hereto as Exhibit “A” to continue to comply with and unconditionally accept the terms of the existing Franchise and any other agreements existing between the Franchisee and the City; and

- 1 - WHEREAS, relying on the representations made by the Transferee and Franchisee, the City Council finds it in the best interests of the public to approve the transfer upon the terms and conditions as stated herein;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WALLA WALLA, WASHINGTON, DOES RESOLVE AS FOLLOWS:

Section 1. The foregoing recitals are approved and incorporated herein by reference.

Section 2. The City confirms that the Franchise is valid and outstanding and in full force and effect. Subject to compliance with the terms of this Resolution, including execution of the Transfer Agreement, all action necessary to approve the transfer of control of the Franchisee to Transferee will have been duly and validly taken.

Section 3. The City hereby approves the transfer of control of the Franchisee to Transferee effective upon the closing of the Transaction and subject to appropriate approvals by federal regulatory entities. In all respects and without exception, Franchisee has represented that it agrees to continue to abide by all terms of the existing Franchise and has acknowledged that the transfer of control will not affect, diminish, impair or supersede the binding nature of the Franchise and any other valid ordinances, resolutions, and agreements applicable to the operation of the cable system in the City, and Franchisee shall continue to meet its obligations under the Franchise and any obligation that may later be discovered, even if prior to the closing of the Transaction. By approving this transfer of control, the Franchise Authority does not waive or release any of the Franchisee’s outstanding noncompliance issues, known or unknown, now or in the future, under the Franchise.

The City’s consent to the transfer of control shall not be construed to constitute a waiver or release of any rights the City may have now or in the future under federal, state or local law, the Franchise, or any separate written agreements with the Franchisee.

Section 4. In the event that the transaction which is the subject of this Resolution does not close for any reason; or in the event approval is not granted by appropriate federal regulatory entities, or in the event that the Transaction closes on terms substantially or materially different from the terms described in the written information provided by Transferee that is relied upon by the City; then the consent provided for herein shall be null and voidable, and the City shall be deemed to have disapproved the transfer of control under the Franchise and federal law, and all remedies under the Franchise and applicable laws shall be available to the City, if so voided by resolution of the City Council. In the event the Transaction does not close before March 31, 2015 June 30, 2015, Transferee will provide notice of that event to the City and an update on the reasons for such a delay in closing or notice of the termination of the Transaction process.

Section 5. This Resolution shall have the force of a continuing agreement with the Franchisee, and the Franchise Authority shall not amend or otherwise alter this Resolution without the consent of the Franchisee and Comcast.

- 2 - PASSED BY THE CITY COUNCIL AT A REGULAR MEETING THEREOF ON THE 10TH DAY OF SEPTEMBER, 2014.

CITY OF WALLA WALLA

______Jerry Cummins, Mayor

ATTEST/AUTHENTICATED:

______City Clerk

Approved as to form:

______City Attorney

Filed with the City Clerk: September 24, 2014 Passed by the City Council: Resolution No.: 2014-85

Exh. Trans. Agmnt

- 3 - EXHIBIT “A” TRANSFER AGREEMENT

THIS TRANSFER AGREEMENT (“Transfer Agreement”) is made this 11th day of September, 2014, by and between:

1. PARTIES.

1.1 City of Walla Walla, a legal subdivision of the state of Washington (“City”).

1.2 Falcon Vidoe Communications, L.P. (locally known as Charter Communications) (“Franchisee”).

1.3 Comcast Corporation (“Transferee”).

RECITALS

WHEREAS the City has issued a single Franchise (the “Franchise”) to Franchisee, a wholly owned subsidiary of Charter Communications, Inc. (“Charter Communications”), which Franchise was authorized on the 26th day of March, 2003, pursuant to Ordinance No. 2003-4, and

WHEREAS Charter Communications entered into a Divestiture Agreement (the “Agreement”) with Transferee pursuant to which Franchisee will be transferred to and become a wholly owned subsidiary of Transferee, and

WHEREAS Charter Communications and Transferee have requested that the City approve a transfer of control of the Franchisee from Charter Communications to Transferee, and

WHEREAS, relying on the representations made by the Transferee and Franchisee, the City, on the 10th day of September, 2014, pursuant to Resolution No. 2014-85 (the “Resolution”) and the Franchise, approved the transfer upon the terms and conditions as stated herein;

NOW, THEREFORE, in consideration of the City's approval of the transfer, subject to the terms and conditions of this Agreement, THE PARTIES DO HEREBY AGREE as follows:

2. TRANSFER. Transfer of the Franchisee shall be effective upon the conditions set forth in the Resolution, incorporated herein by this reference.

3. ACKNOWLEDGEMENT OF FRANCHISE OBLIGATIONS.

3.1 The Franchisee and Transferee hereby acknowledge, and agree that neither the proposed transaction between Charter Communications and Transferee nor the City’s approval of this Transfer Agreement shall diminish or affect the existing and continuing commitments,

Form Transfer Agreement 1 duties, or obligations, present, continuing, and future, of the Franchisee embodied in the Franchise.

3.2 Transferee and Franchisee agree that (a) neither the transfer of control nor the City’s approval of this Transfer Agreement and the resulting transfer of control shall in any respect relieve Franchisee, or any of its successors in interest, of any obligation or liability relating to all lawful requirements to construct, operate, and maintain its utility system facilities and equipment located in the Public Rights-of-Way, occurring prior to the transfer of control or of responsibility for acts or omissions occurring prior to the transfer of control, known or unknown, or the consequences thereof, and (b) neither the transfer of control nor the City’s approval of the transfer of control shall in any respect relieve Franchisee of any obligation or liability occurring prior to the transfer of control of the Franchisee or of responsibility for acts or omissions occurring prior to the transfer of control, known or unknown, or the consequences thereof.

3.3 The transfer of control is not intended and shall not be construed to authorize the Franchisee to take any position or exercise any right that could not have been exercised prior to the transfer.

3.4 The City waives none of its rights with respect to the Franchisee’s compliance with the terms, conditions, requirements, and obligations set forth in the Franchise. The City's approval of this Transfer Agreement shall in no way be deemed a representation by the City that Franchisee is in compliance with all of Franchisee’s obligations under the Franchise.

3.5 Franchisee and Transferee acknowledge and agree that the City’s approval and acceptance of this Transfer Agreement and the resulting transfer of control is made in reliance upon the representations, documents, and information provided by the Franchisee and Transferee in connection with the request for transfer of control.

4. MISCELLANEOUS PROVISIONS.

4.1 Conditions Precedent. The Transfer Agreement shall be effective and binding upon the signatories once it has been signed by all signatories.

4.2 Entire Agreement. The Transfer Agreement constitutes the entire agreement of the Parties with respect to the matters addressed herein. No statements, promises, or inducements inconsistent with this Transfer Agreement made by any Party shall be valid or binding, unless in writing and executed by all Parties.

4.3 Binding Acceptance. This Transfer Agreement shall bind and benefit the Parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors, and assigns, and the promises and obligations herein shall survive the expiration date hereof. Any purported assignment of this Transfer Agreement is void without the express written consent of the signatories.

Form Transfer Agreement 2 4.4 Severability. In the event that this Transfer Agreement shall, to any extent, be held to be invalid, preempted, or unenforceable, the remainder hereof shall be valid in all other respects and continue to be effective.

4.5 Defined Terms. Terms not defined in this Transfer Agreement shall have the same meaning as given in the Franchise.

4.6 Governing Law. This Transfer Agreement shall be governed in all respects by the laws of the state of Washington.

IN WITNESS WHEREOF the Parties hereto have executed this Transfer Agreement as of the day and year first written above.

CITY OF WALLA WALLA FRANCHISEE

By: City of Walla Walla By: Charter Communications VII, LLC, its General Manager

By: Charter Communications Inc., its Manager

By: Print Name: Title:

TRANSFEREE

By: Print Name: Title:

Form Transfer Agreement 3 One Comcast Center COMCAST Philadelphia, Pennsylvania 19103

June 17,2014

Nabiel Shawa City Manager City ofWalla Walla 15 North Third Ave. Walla Walla, WA 99362

Re: Charter Communications/Comcast Corporation Transaction

Dear Mr. Shawa:

As you may have read, Charter Communications, Inc. ("Charter"), the ultimate parent ofthe entity holding the cable franchise in your community, has entered into an agreement with Comcast Corporation ("Comcast"). Pursuant to this agreement, Comcast will become the ultimate owner ofyour franchisee.

This transaction does not change your local franchise entity. The same entity will remain, but instead ofbeing an indirect, wholly-owned subsidiary ofCharter, your cable franchisee will become an indirect, wholly-owned subsidiary ofComcast.

Ifyou determine that your consent is not required for this transaction to proceed, you need not take any further action. If, however, you believe your consent is necessary, we have provided copies ofthe Federal Communications Commission's ("FCC") Form 394, other information, and a draft consent resolution to help facilitate the consent process.

• FCC Form 394. FCC Form 394 (required copies enclosed) is designed to provide you with the relevant information needed to assess the financial, legal, and technical qualifications ofComcast to be the ultimate parent entity ofyour cable franchisee.

• Timing. According to the FCC's niles, ifyou decide consent is required, you have a maximum of 120 days from the date you receive this infonnation to review all materials and act upon our request for consent to the transaction. (Please note, your franchise may specify a shorter time frame.)

• Consent Resolution. Should you choose to aflimlatively consent to the transaction, we have enclosed a draft consent resolution to be used to help expedite the consent process. We would request that a consent resolution, ifneeded, be placed on your agenda for consideration at your earliest convenience.

All ofus at Comcast are excited about the opportunity to serve your community. We invite you to visit www.comcastcomoration.comltogether for additional infonnation about the transaction and Comcast. Ifyou have any questions about the FCC Fonn 394, the consent resolution, or any ofthe enclosed documents, please give me a call at (215) 286-5585, send an email [email protected]. or send a facsimile to (215) 286-8408.

Sincerely,

Klayton F. Fennell Vice President, Govemment Affairs Attachment and Enclosures RESOLUTION NO. _

CONSENT TO CHANGE OF CONTROL

WHEREAS, Falcon Video Communications, L.P. ("Franchisee") is the duly authorized holder ofa franchise, as amended to date (the "Franchise"), authorizing Franchisee to serve the City ofWalla Walla, WA (the "Franchise Authority") and to operate and maintain a cable television system therein; and

WHEREAS, Charter Communications, Inc. ("Charter") is the ultimate parent company of Franchisee; and

WHEREAS, on April 25, 2014, Charter and Comcast Corporation ("Comcast") entered into the Comcast/Charter Transactions Agreement (the "Agreement"), pursuant to which the Franchisee will become a wholly-owned subsidiary of Comcast (the "Transaction"); and

WHEREAS, Franchisee has filed an FCC Form 394 with the Franchise Authority with respect thereto; and

WHEREAS, the Franchise Authority has considered and approves ofthe Transaction.

NOW, THEREFORE, BE IT RESOLVED BY THE FRANCHISE AUTHORITY AS FOLLOWS:

1. The foregoing recitals are approved and incorporated herein by reference.

2. The Franchise Authority consents to the Transaction.

3. The Franchise Authority confirms that the Franchise is valid and outstanding and in full force and effect and there are no defaults under the Franchise. Subject to compliance with the terms of this Resolution, all action necessary to approve the transfer of control of the Franchisee to Comcast has been duly and validly taken.

4. Comcast or the Franchisee may (a) assign or transfer its assets, including the Franchise, provided that such assignment or transfer is to an entity directly or indirectly controlling, controlled by or under common control with Comcast; (b) restructure debt or change the ownership interests among existing equity participants in Comcast; (c) pledge or grant a security interest to any lender(s) of Comcast's assets, including, but not limited to, the Franchise, or of interest in Comcast, for purposes of securing any indebtedness; and (d) sell equity interests in Comcast or any of Comcast's affiliates. 5. Upon closing of the Transaction, the Franchisee shall remain bound by the lawful terms and conditions of the Franchise.

6. This Resolution shall be deemed effective upon adoption.

7. This Resolution shall have the force of a continuing agreement with the Franchisee, and the Franchise Authority shall not amend or otherwise alter this Resolution without the consent of the Franchisee and Comcast.

PASSED, ADOPTED AND APPROVED this day of , 2014.

By:

Name: ------Title:

ATTEST:

Clerk Federal Communications Commission Approved By OMB Washington, DC 20554 FCC 394 3060-0573 APPLICATION FOR FRANCHISE AUTHORITY CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL OF CABLE TELEVISION FRANCHISE

FOR FRANCHISE AUTHORITY USE ONLY SECTION I. GENERAL INFORMATION

DATE June 17,2014 1. Community Unit Identification Number: WA0036

2. Application for: o Assignment of Franchise 1:8] Transfer of Control

3. Franchising Authority: City of Walla Walla, WA

4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located: Walla Walla, WA

5. Date system was acquired or (for system's constructed by the transferor/assignor) the date on N/A which service was orovided to the first subscriber in the franchise area: 6. Proposed effective date of closing of the transaction assigning or transferring ownership of the As soon as reasonably system to transferee/assignee: practicable after all regulatory approvals.

7. Attach as an Exhibit a schedule of any and all additional information or material filed with this Exhibit No. application that is identified in the franchise as required to be provided to the franchising N/A authority when requesting its approval of the type of transaction that is the subject of this application.

PART I- TRANSFEROR/ASSIGNOR

1 Indicate th e name malTIna address andte IeOI hone number 0 f th e trans eror asslanor. Legal name of Transferor/Assignor (if individual, list last name first) Charter Communications, Inc.

Assumed name used for doing business (if any) N\A Mailing street address or P.O. Box 400 Atlantic Street

City IState IZIP Code ITelephone No. (include area code) Stamford CT 06901 (203) 905-7801

2. (a) Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or Exhibit No. transfer of control (including any exhibits or schedules thereto necessary in order to 1 understand the terms thereof). If there is only an oral agreement, reduce the terms to writing and attach. (Confidential trade, business, pricing or marketing information, or other information not otherwise publicly available, may be redacted).

(b) Does the contract submitted in response to (a) above embody the full and complete agreement DYes 1:8] No between the transferor/assignor and the transferee/assignee?

If No, explain in an Exhibit. Exhibit No. See Exhibit 1 PART II - TRANSFEREE/ASSIGNEE

1. (a) Indicate the name, mailina address, and telephone number of the transferee/assianee. Legal name of Transferee/Assignee (if individual, list last name first) Comeast CorpOration Assumed name used for doing business (if any) Comeast Mailing street address or P.O. Box One Comeast Center City IState IZIP Code ITelephone No. (include area code) Philadelphia PA 19103 215-286-1700

(b) Indicate the name, mailing address, and telephone number of person to contact, if other than transferee/assignee. Name of contact person (list last name first) Klayton F. Fennell (klay [email protected]) Firm or company name (if any) Comeast Cable Communications, LLC Mailing street address or P.O. Box One Comeast Center City IState IZIP Code ITelephone No. (include area code) Philadelphia PA 19103 215286-5585(voice) 215-286-8408 (fax)

(c) Attach as an Exhibit the name, mailing address, and telephone number of each additional person Exhibit No. who should be contacted, if any. N/A

(d) Indicate the address where the system's records will be maintained. Street address One Comeast Center (or a regional or area office as appropriate) City IState ZIP Code Philadelphia PA I19103

2. Indicate on an attached exhibit any plans to change the current terms and conditions of service and Exhibit No. operations of the system as a consequence of the transaction for which approval is sought. 2 SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS

1. Transferee/Assignee is:

[gICorporation a. Jurisdiction of incorporation: d. Name and address of registered agent in Pennsylvania jurisdiction: b. Date of incorporation: CT Corporation System December 7, 2001 2001 Market Street Philadelphia, PA 19103 c. For profit or not-for-profit: For profit

Limited Partnership a. Jurisdiction in which formed: c. Name and address of registered agent in o jurisdiction:

b. Date of formation:

o General Partnership a. Jurisdiction whose laws govern formation: b. Date of formation:

o Individual

Other. Describe in an Exhibit. Exhibit No. o N/A

2. List the transferee/assignee, and, if the transferee/assignee is not a natural person, each of its officers, directors, stockholders beneficially holding more than 5% of the outstanding voting shares, general partners, and limited partners holding an equity interest of more than 5%. Use only one column for each individual or entity. Attach additional pages if necessary. (Read carefully- the lettered items below refer to corresponding lines in the following table.)

(a) Name, residence, occupation or principal business, and principal place of business. (If other than an individual, also show name, address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) List the applicant first, officers, next, then directors and, thereafter, remaining stockholders and/or partners. (b) Citizenship. (c) Relationship to the transferee/assignee (e.g., officer, director, etc.). (d) Number of shares or nature of partnership interest. (e) Number of votes. (f) Percentage of votes.

(a) See Exhibit 3

(b)

(c)

(d)

(e)

(f) 3. If the applicant is a corporation or a limited partnership, is the transferee/assignee formed under the laws DYes [8;] No of, or duly qualified to transact business in, the State or other jurisdiction in which the system operates?

Ifthe answer is No, explain in an Exhibit. Exhibit No. 4

4. Has the transferee/assignee had any interest in or in connection with an applicant which has been [8;] Yes dismissed or denied by any franchise authority?

If the answer if Yes, describe circumstances in an Exhibit. Exhibit No. S

5. Has an adverse finding been made or an adverse final action been taken by any court or administrative DYes body with respect to the transferee/assignee in a civil, criminal or administrative proceeding, brought under the provisions of any law or regulation related to the following: any felony; revocation, suspension or involuntary transfer of any authorization (including cable franchises) to provide video programming services; mass media related antitrust or unfair competition; fraudulent statements to another government unit; or employment discrimination?

If the answer is Yes, attach as an Exhibit a full description of the persons and matter(s) involved, including Exhibit No. an identification of any court or administrative body and any proceeding (by dates and file numbers, if applicable), and the disposition of such proceeding. N/A

6. Are there any documents, instruments, contracts or understandings relating to ownership or future DYes ownership rights with respect to any attributable interest as described in Question 2 (including, but not limited to, non-voting stock interests, beneficial stock ownership interests, options, warrants, debentures)?

If Yes, provide particulars in an Exhibit.

7. Do documents, instruments, agreements or understandings for the pledge of stock of the DYes transferee/assignee, as security for loans or contractual performance, provide that: (a) voting rights will remain with the applicant, even in the event of default on the obligation; (b) in the event of default, there will N/A be either a private or public sale of the stock; and (c) prior to the exercise of any ownership rights by a purchaser at a sale described in (b), any prior consent of the FCC and/or of the franchising authority, if required pursuant to federal, state or local law or pursuant to the terms of the franchise agreement will be obtained?

If No, attach as an Exhibit a full explanation. Exhibit No. N/A SECTION III. TRANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS

1. The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from committed [8;] Yes resources to consummate the transaction and operate the facilities for three months.

2. Attach as an Exhibit the most recent financial statements, prepared in accordance with generally accepted Exhibit No. accounting principles, including a balance sheet and income statement for at least one full year, for the transferee/assignee or parent entity that has been prepared in the ordinary course of business, if any such financial statements are routinely prepared. Such statements, if not otherwise publicly available, may be 6 marked CONFIDENTIAL and will be maintained as confidential by the franchise authority and its agents to the extent permissible under local law. SECTION IV. TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS

Set forth in an Exhibit a narrative account of the transferee's/assignee's technical qualifications, experience and Exhibit No. expertise regarding cable television systems, including, but not limited to, summary information about appropriate management personnel that will be involved in the system's management and operations. The 7 transferee/assignee may, but need not, list a representative sample of cable system currently or formerly owned or operated. SECTION V- CERTIFICATIONS

Part I - Transferor/Assignor

All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application.

I CERTIFY that the statements in this application are true, Signature complete and correct to the best of my knowledge and belief and are made in good faith. ~ C%~

Date WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE June 17, 2014 PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, Print full name TITLE 18, SECTION 1001. Catherine Bohigian

Check appropriate classification: o Individual 0 General Partner [gJ Corporate Officer o Other. Explain: (Indicate Title) Executive Vice President, Government Affairs

Part II - Transferee/Assignee

All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application.

The transferee/assignee certifies that he/she:

(a) Has a current copy of the FCC's Rules governing cable television systems.

(b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances and related regulations.

(c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing.

I CERTIFY that the statements in this application are true, complete and correct to the best of my knowledge and belief and 0~ ,"",Nm are made in good faith. f OJ+-

Date jf. V WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE June 17, 2014 PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, TITLE 18, SECTION 1001. Print full name Lynn R. Charytan

Check appropriate classification: o Individual o General Partner [gJ Corporate Officer o Other. Explain: (Indicate Title) Senior Vice President, Legal Regulatory Affairs and Senior Deputy Counsel Exhibit 1

DESCRIPTION OF TRANSACTION

Comcast Corporation ("Comcast") and Charter Communications, Inc. ("Charter") have entered into the Comcast/Charter Transactions Agreement, dated as ofApril 25, 2014 (the "Agreement"), whereby, contingent upon and following the consummation ofComcast's pending acquisition ofTime Warner Cable Inc. ("TWC"), three separate transactions will occur impacting the ownership ofcertain cable systems currently owned by Comcast, TWC, and Charter (the "Transactions"):

(1) Comcast will sell TWC systems serving approximately 1.5 million customers to Charter. (2) Charter and Comcast will exchange cable systems and related assets serving approximately 1.5 million TWC customers and 1.6 million Charter customers. (3) Comcast will spin offa new, independent company, currently known as "SpinCo," that will become Midwest Cable, Inc. and will operate systems serving approximately 2.5 million Comcast customers.

Your cable franchisee is included in the second Transaction.

Pursuant to the Agreement, ultimate control ofthe cable franchisee subject to this Form 394 will change from Charter to Comcast. As a preliminary matter, the current cable franchisee may change pursuant to a Charter internal pro forma restructuring (still remaining entirely under the ownership and control ofCharter). Immediately thereafter, the cable franchisee will become an indirect, wholly-owned subsidiary ofComcast.

A copy ofthe Agreement, as filed with the Securities and Exchange Commission (Form 8-K), is available at http://corporate.comcast.com/twctransaction/official-filings together under "Official Filings." Four documents (including two programming agreements) have been omitted, as they are not necessary in order to understand the terms ofthe Agreement or contain confidential trade, business, pricing or marketing data, or other data not otherwise publicly available. In addition, Comcast Corporation filed a Securities and Exchange Commission Form S-4A Registration Statement on May 23, 2014. A copy is also available at http://corporate.comcast.com/twctransaction/official-filings-together under "Official Filings." Hard copies ofeither document will be provided upon request.

The Agreement contains all material terms ofthe Transactions and is fully binding on the parties. Pursuant to the Agreement, the parties have agreed to enter into additional documentation that is intended to implement the previously negotiated Agreement and is not intended to add or to alter material terms.

Exhibits FCC Fonn394 June 2014 Exhibit 2

Comcast Corporation will be the indirect parent company ofthe legal entity holding the franchise for the cable system that is the subject ofthis Fonn 394. Comcast Corporation and the legal entity holding the franchise for the cable system that is the subject ofthis Form 394 have no current plans to change the tenns and conditions of service or operations ofthe system. The cable system will be operated pursuant to the tenns ofthe franchise agreement and applicable law after the consummation ofthe proposed transaction. Comcast Corporation and the legal entity holding the franchise for the cable system that is the subject ofthis Form 394 reserve the right to make service and operational changes in accordance with the terms ofthe franchise agreement and applicable law.

Exhibits FCC Form 394 June 2014 Exhibit 3

Corneast Corporation is a publicly traded Pennsylvania corporation.

The following persons held a 5% or greater voting interest in Corneast Corporation's Common Stock as ofthe close ofbusiness on March 21,2014:

Amount Beneficially %of Title ofVoting Class Name ofBeneficial Owner Owned Class

Class B Voting Stock Brian L Roberts 9,444,375 100%* One Corneast Center Philadelphia, PA 19103

Class A Common Stock Brian L Roberts 5,454,773 Less than One Comeast Center 1% Philadelphia, PA 19103

Information Required under Section 2 ofFCC Form 394 with Respect to 5% Voting Owners

a) Name and Address Corneast Corporation Brian L. Roberts One Comeast Center One Corneast Center Philadelphia, PA 19103 Philadelphia, PA 19103 b) Citizenship N/A USA c) Relationship to the N/A Chairman Transferee/Assignee d) Number of Shares N/A 9,444,375 Class B Comrnon* 5,454,773 Class A Common e) Number ofVotes N/A 142,387,291 f) Percentage ofVotes N/A 33 1/3% * Includes 9,039,663 shares ofClass B common stock owned by a limited liability company ofwhich Mr. Brian L. Roberts is the managing member and 404,712 shares ofClass B common stock O\vned by certain family trusts ofwhich Mr. Roberts and/or his descendants are the beneficiaries. The shares ofClass B common stock beneficially owned by Mr. Brian L. Roberts represent 33 1/3% ofthe combined voting power ofthe two classes ofour voting COlmnon stock, which percentage is generally non-dilutable pursuant to the terms of Comcast's Articles ofIncorporation. Under Comcast's Articles ofIncorporation, each share ofClass B connnon stock is convertible, at the shareholder's option, into one share ofClass A common stock or Class A special connnon stock. Vote total is calculated based on Class B shares having 15 votes per share and Class A shares having 0.1323 votes per share as calculated on March 21,2014, the record date for the Comcast Corporation Proxy Statement.

ExlJibits FCC Form 394 June 2014 The officers and directors ofComcast Corporation are as follows.

Officer Name Title Brian L. Roberts Chairman ofthe Board ofDirectors President ChiefExecutive Officer Michael J. Angelakis Vice Chairman ChiefFinancial Officer David L. Cohen Executive Vice President ChiefDiversity Officer Assistant Secretary Neil Smit Executive Vice President Stephen B. Burke Executive Vice President Executive Vice President - Global Corporate Development and Alexander D. Evans Strategy AmyL. Banse Senior Vice President Arthur R. Block Senior Vice President General Counsel Secretary David A. Scott Senior Vice President Lawrence J. Salva Senior Vice President ChiefAccounting Officer Controller William E. Dordelman Senior Vice President Treasurer Karen Dougherty Buchholz Senior Vice President - Administration Senior Vice President - Congressional and Federal Government A. Melissa Maxfield Affairs Jennifer Khoury Newcomb Senior Vice President - Corporate and Digital Communications

Exhibits FCC Fonn394 June 2014 Officer Name Title D'Arcy F. Rudnay Senior Vice President - Corporate Communications ChiefCommunications Officer Robert S. Pick Senior Vice President - Corporate Development Rebecca Arbogast Senior Vice President - Global Public Policy Cynthia K. Hook Senior Vice President - Internal Audit General Auditor Jason S. Annstrong Senior Vice President - Investor Relations Lynn R. Charytan Senior Vice President - Legal Regulatory Affairs

Kathryn A. Zachem Senior Vice President - Regulatory and State Legislative Affairs

Kristine A. Dankenbrink Senior Vice President - Taxation Gerard J. Lewis, Jr. ChiefPrivacy Officer Gary E. Rostick Vice President James P. McCue Vice President Assistant Treasurer Jennifer Heller Vice President ChiefCompliance Officer Jennifer L. Daley Vice President Assistant Treasurer Justin B. Smith Vice President ChiefJoint Venture Compliance Officer Marc A. Rockford Vice President Senior Deputy General Counsel Charisse R. Lillie Vice President - Community Investment Gregg M. Goldstein Vice President - Corporate Development Joseph P. McGinley Vice President - Corporate Development Mark Noble Vice President - Corporate Development Keith T. Cheatham Vice President - Corporate Real Estate and Insurance Maria Arias Vice President - Diversity and Inclusion Bret Perkins Vice President - External and Government Affairs Kevin P. O'Connor Vice President - Federal Tax

Exhibits FCC Form 394 June 2014 Officer Name Title Joseph F. DiTrolio Vice President - Financial Operations Leonard J. Gatti Vice President - Financial Reporting Sena Fitzmaurice Vice President - Government Communications Beth Arnholt Vice President - Integrated Talent Management Lindsey P. Dickinson Vice President - Legislative Affairs Samuel G. Lancaster Vice President - Legislative Affairs Jordan B. Goldstein Vice President - Regulatory Affairs DavidM. Don Vice President - Regulatory Policy James 1. Finnegan Vice President - Strategic Intellectual Property Thomas 1. Donnelly Vice President - Taxation Rudy Brioche Vice President and Counsel - Global Public Policy

Directors Presiding Director Kenneth J. Bacon Brian L. Roberts Dr. Judith Rodin Eduardo G. Mestre Edward D. Breen Gerald L. Hassell J. Michael Cook Jeffrey A. Honickman Johnathan Rodgers Joseph 1. Collins Ralph J. Roberts Sheldon M. Bonovitz

Exhibits FCC Form 394 June 2014 Exhibit 4

Comcast Corporation is a Pennsylvania corporation and, as ofthe effective time ofthe closing, will be the indirect parent company ofthe legal entity holding the franchise (the "Franchisee"). To the extent required by applicable law, the Franchisee is and, after the closing ofthis transaction will continue to be, duly qualified to transact business in the State or Commonwealth in which this system is operated.

Exhibits FCC Fonn394 June 2014 Exhibit 5

Comcast Corporation is the indirect parent company ofnumerous legal entities holding cable franchises. Comcast and its subsidiaries have been involved in thousands ofproceedings with franchise authorities. In a very small number ofinstances, Comcast or certain ofits indirect subsidiaries have had an interest in or connection with an applicant that has been dismissed or denied by a franchising authority. The only final denial issued within the past ten years is listed below.

Henry County, Virginia. In June 2005, two FCC Forms 394 were filed with the franchise authority, with the first requesting the assignment ofthe franchise from Adelphia Communications Corporation to Time Warner Cable and the second requesting a transfer ofcontrol ofthe franchise from Time Warner Cable to a wholly-owned subsidiary of Comcast. The franchise authority denied consent to the transfer applications in order to exercise an alleged right offirst refusal to purchase the cable system. The transaction closed subject to an Agreed Order issued by the United States District Court for the Western District ofVirginia. A wholly-owned subsidiary ofComcast has provided cable service to the community and has remitted cable service franchise fees since August 1, 2006.

Exhibits FCC Fonn394 June 2014 Exhibit 6

A copy ofthe Comcast Corporation Annual Report on Form 10-K for the year ending December 31, 2013, as well as other filings made with the Securities and Exchange Commission, is available at www.cmcsa.com under "Financials." A hard copy will be provided upon request.

Exhibits FCC Fonn394 June 2014 Exhibit 7

Comcast Corporation is a global media and technology company with two primary businesses, Comcast Cable and NBCUniversal. Comcast Cable is the nation's largest multichannel video, high-speed Internet and phone provider to residential customers under the XFINITY brand and also provides these services to businesses. NBCUniversal operates 30 news, entertainment and sports cable networks, the NBC and Telemundo broadcast networks, television production operations, television station groups, Universal Pictures and Universal Parks and Resorts. For additional information about Comcast Corporation, please see the following pages ofthis Form 394, pages 1 through 11 ofthe Comcast Corporation Annual Report on Form 10-K for the year ending December 31,2013, and www.comcastcorporation.com.

Exhibits FCC Form 394 June 2014 Comcast Overview

Overview Comcast Corporation is a global media and technology company with two primary businesses: Comcast Cable and NBCUniversal. Comcast is also a limited partner with venture capital firm Comcast Ventures and is the majority owner of the sports and entertainment company Comcast-Spectacor.

Comcast Cable Comcast Cable is the nation's largest video, high-speed Internet and phone provider to residential customers under the Xfinity brand as well as to businesses.

• Nation's Largest Video Provider: 21.7 million customers • Nation's Largest Residential High-Speed Internet Provider: 20.7 million customers • Nation's Fourth Largest Phone Company: 10.7 Million customers • Combined Customer Relationships: 53.1 million • Homes and Businesses Passed: 53.8 million • Operations: 39 states and Washington, D.C. (As of 12/31/13)

NBCUniversal NBCUniversal is one of the world's leading media and entertainment companies in the development, production, and marketing of entertainment, news, and information to a global audience. NBCUniversal owns and operates a valuable portfolio of news, entertainment and sports television networks, a premier motion picture company, significant television production operations, a leading television stations group, world renowned theme parks, and a suite of leading Internet-based businesses. NBCUniversal is owned by Comcast Corporation.

• Broadcast Networks: NBC and Telemundo. 10 NBC owned and operated local stations and 15 Telemundo owned local stations. • Cable Networks and Digital Media Properties: USA Network, Syfy, E!, CNBC, MSNBC, Bravo, Golf Channel, Oxygen, NBC Sports Network, Esquire Network, Chiller, CNBC World, Cloo, CNBC World, Mun2, Sprout, Universal HD, and 10 regional sports networks and three regional news networks. Digital media properties include Fandango and iViliage. • Filmed Entertainment: Universal Pictures. Production under both the Universal Pictures and Focus Features names. • Theme Parks: Universal Orlando, which includes Universal Studios Florida, Universal's Islands of Adventure and CityWalk; Universal Studios Hollywood.

Founded 1963

Chairman and CEO Brian L. Roberts

Headquarters Philadelphia, PA

Employees Approximately 136,000 full-time and part-time

TIcker Symbol NASDAQ - CMCSA, CMCSK

Corporate Website http://comcastcorporation.com

Corporate Blog http://corporate.comcast.com/comcast-voices

XFINITY Products http://www.xfinity.com

NBCUniversal http://www.nbcuniversal.com COMCAST XFINITYTV

Overview Xfinity TV brings customers more of the content they love, wherever they are, on any device. The X1 platform is an Entertainment Operating System that gives customers an interactive TV experience, providing instant access to all of their entertainment. Leveraging Internet Protocol (IP) technology and Comcast's cloud-enabled servers and network, the X1 platform enables customers to get integrated search, personalized recommendations and apps on TV. As part of cloud technology innovation, Comcast is currently rolling out the X1 DVR with cloud technology and live in-home streaming.

Key Offerings • View 300+ TV channels from major broadcast, cable and premium networks on TV, plus more than 100 HD channels. • Access more than 50,000 of the best and latest TV shows and movies across Xfinity On Demand • Stream 50+ live TV channels and thousands of TV shows and movies from Xfinity On Demand at Xfinity.comlTV and the Xfinity TV Go app. • Download popular TV shows and movies from Xfinity On Demand to the Xfinity TV Go app. • Watch practically your entire channel line-up of live TV in any room in the house on any device with live in home streaming. • Access DVR recordings anywhere in your home through Xfinity.comITV or the new Xfinity TV app on mobile devices, and download them to your device to watch anytime, anywhere. • Enjoy a huge selection of current season TV content, the best new release movies from all the major studios, and one of the broadest selections of independent films across platforms on Xfinity On Demand. • Access to a deep library of movies and TV shows across screens from Xfinity Streampix. • Schedule the DVR remotely, search live TV and On Demand listings, change the channel on the TV and select favorites online at Xfinity.comITV and with the Xfinity TV Remote app. • Use motion and gesture controls to seamlessly find what to watch on live TV and Xfinity On Demand while viewing TV with the X1 Remote Control app. • Catch popular Spanish-language TV shows, movies, and kids' and music programming online at Xfinity.com/latinotv. • Watch Xfinity On Demand on the Xbox 360, and quickly find TV shows and movies with voice-activated commands or the wave of a hand via Kinect. • Access the Xfinity TV app on 2012 Samsung Smart TVs (planned for 2013 SmartTV models in 2014)

For more information about Xfinity TV, visit www.xfinity.comlTV.

~k COMCAST XFINITY Internet

Overview Comcast is the nation's largest Internet provider and delivers the fastest Internet speeds, along with reliable service. As the owner and operator of one of the most-advanced fiber-based networks in the country, our scale enables us to deliver more speed to more homes than any other service provider in the U.S. We've also invested in an advanced broadband technology platform, called DOCSIS 3.0. In the past 13 years, we have increased broadband speeds 12 times and we now offer a variety of speed tiers to best fit every customer's needs - from 3 Mbps to the ultra-fast 505 Mbps. Today we deliver up to 10 Gbps speeds to business customers.

Key Offerings Our service is more than just speed. For no additional cost, Internet customers also receive: • In-Home Wi-Fi: Experience the fastest in-home Wi-Fi with our latest XFINITY Wireless Gateway, which can connect dozens of wireless devices. • Security: Connect safely to the Internet with the most comprehensive online security offering in the industry, the Constant Guard Protection Suite (a $360 value), which includes the top rated Norton Security Suite. • XFINITY WiFi: Stay connected on the go through hundreds of thousands of Wi-Fi hotspots today and even more in the future. • XFINITY Connect: Communicate with family and friends either online or via the XFINITY Connect App, which enables users to send and receive email, access voicemail or manage contacts and digital calendars.

Comcast is also committed to closing the digital divide. We are spearheading an ambitious and comprehensive broadband adoption program called Internet Essentials. Through February 2014, this $9.95/month service has connected more than 1.2 Million low-income Americans or 300,000 families to broadband Internet at home. For more information, visit InternetEssentials.com (for English) or InternetBasico.com (for Spanish).

For more information about XFINITY Internet, visit bttp://www.comcast.com/xfinity.

-As of Q4 2013 COMCAST XFINITY Voice

Overview XFINITY Voice gives you reliable home phone service with more ways to connect and save. It's an innovative service that delivers unlimited nationwide calling with the best call clarity plus, enhanced features that can help lower your wireless bill. Find your everywhere voice and stay more connected with XFINITY Voice.

Key Offerings Unlimited Nationwide Calling and Texting: With XFINITY Voice you not only get the best call clarity but also Unlimited nationwide calling and texting on Wi-Fi enabled devices at home and on the go. Simply use the free XFINITY Connect app to call and text as much as you like via Wi-Fi without a wireless plan. Readable Voicemail: See what you can't hear and have your voicemails converted to email messages that you can check from anywhere, on any device. Assign a Number: With the free XFINITY Connect app, your iPod Touch and tablet can call and text like a smartphone, without a wireless plan. Assign a personal phone number to up to five Wi-Fi enabled devices and turn your devices into a phone. Advanced Call Forwarding: Whether you're in the car or at work you can still answer your home phone. Connect up to four Wi-Fi enabled devices to your home phone and your calls will always find you. Universal Caller ID: See who's calling your home phone on your TV, computer, home phone and smartphone.

For more information about XFINITY Voice, visit http://www.comcast.com/xfinity.

'As of 04 2013

~~k COMCAST Comcast Business

Overview Backed by industry-leading, 2417 tech-class support, Comcast Business provides advanced communication solutions to help companies meet their business objectives. Comcast Business leverages Comcast's powerful, next generation network, our technical and operational expertise and our local resources to offer a wide range of products and services, an enhanced fiber-based network and experienced customer service, all to help a business's bottom line.

Key Offerings Data Solutions Comcast Business Internet offers businesses a feature-rich, reliable and secure Internet solution. Comcast offers its business customers four tiers of Internet service with download speeds starting at 16 Mbps downstream and 3 Mbps upstream and going up to 150 Mbps downstream and 20 Mbps upstream via next-generation DOCSIS 3.0. Customers also get additional features such as Cloud Services by Microsoft, advanced security with Norton Business Suite and Website Hosting services at no extra charge.

Comcast Business Ethernet delivers secure, scalable, high-performance point-ta-point and multipoint connectivity over a fully owned, national fiber-based network. Optimized for mid-sized business with multiple locations in a metropolitan area or region, Comcast Business Ethernet provides an entirely new level of reliable, scalable and secure Internet connectivity that is significantly faster than legacy technologies.

Voice Solutions Comcast Business Voice is a reliable voice alternative with integrated and advanced features for businesses that has been rated best in call clarity*. Customers get unlimited local and long-distance calling, and advanced call management and voicemail options including hunt group, call holding, call transfer, three-way calling, call forwarding, business directory listings, the ability to receive email or text notifications of voicemail, the ability to listen and manage voicemail online, and more.

Comcast Business VoiceEdge is a cloud-based voice and unified communications (UC) solution that delivers a common user experience, high-definition (HD) quality voice service and a full suite of productivity-enhancing features that are fully-managed and delivered over Comcast's advanced network. The service comes in complete, affordable packages that include Polycom HD phones, unlimited nationwide calling, professional installation, training options, and a mobile app for Android and iOS.

Comcast Business Trunks provide connectivity between a customer's Private Branch Exchange (PBX) and Comcast's advanced network. The scalable service allows customers to purchase based on the concurrent calls the business needs.

Video Solutions Comcast Business TV provides reliable and cost-effective video solutions to satisfy a variety of customers' business needs at office locations such as conference rooms and waiting areas. Packages run from basic TV to upgrades including the Sports Pack, Canales Selecto (Hispanic networks) and Music Choices.

Upware Upware is a suite of business-grade cloud solutions that can be purchased and managed through one integrated web portal. The Upware marketplace (business.comcast.com/Upware) contains business applications from industry-leading companies in key categories, including Data Backup, Data Security, Collaboration, and eSignature. Major Upware partners include DocuSign, Norton, Carbonite, Box, Microsoft and Cisco.

For more information about Comcast Business, visit www.business.comcast.com. COMCAST *Call clarity claim based upon januUly 2012 call clarity analysis by Tektronix Updated 04 2013 XFINITY Home

Overview XFINITY Home is a broadband and cloud-based platform that provides next-generation home security, control and energy management features. This platform allows customers to stay connected to their home and family through the use of an interactive Web portal, mobile devices and the free XFINITY Home app. In addition to 24n professional monitoring, XFINITY Home offers an expanding suite of home control and remote energy management services that include lighting controls, digital thermostats, live video monitoring, custom text and email alerts, remote arming and disarming capabilities, water and carbon monoxide sensors,

Key Offerings XFINITY Home Features • Access security and home automation features and settings from virtually anywhere - through a portable touch screen console in the home, on a computer or tablet, and on a smartphone through the XFINITY Home app. • Control and set timing with smart energy management features, including programming lights to turn on and off at designated times, and schedule or remotely adjust heating and air conditioning settings. • See what's going on around the home While away with real-time video monitoring on Internet-connected devices. • Receive real-time text and email alerts when doors and windows open or close. • Check the weather, voicemail, news and sports, play games and more with the in-home touch screen console. • Enjoy peace-of-mind with added layers of protection, including wireless and battery backup, in addition to the third-party central station that monitors customers' homes 24 hours a day. • Arm, monitor and control the home with the following available equipment: Window/Door Sensors, Motion Sensors, Glass Break Sensors, Indoor/Outdoor Cameras, Smoke Detectors, Wireless Keypads, Keychain Remotes, Thermostats, Lighting and Appliance Modules, Water/Flood Sensors and Carbon Monoxide Sensors.

For more information about XFINITY Home visit www.xfinity.com/home.

'As of 04 2013

~~ COMCAST