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2005 AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-136
THIS AGREEMENT made and entered into by and between the CITY OF
AUBURN, a Municipal Corporation in King County, Washington, hereinafter referred to
as "CITY" and with, Vadis, a corporation whose address is 1701 Elm Street Sumner
WA 98390, hereinafter referred to as "VADIS".
In consideration of the covenants and conditions of this Agreement, the parties
hereby agree as follows:
1. SCOPE OF WORK.
See Exhibit A, attached and by this reference made part of this Agreement.
2. TERM.
VADIS shall not begin any work under this Agreement until authorized in writing
by the CITY. All work under this Agreement shall begin January 1, 2005 and completed
by December 31, 2005.
The established completion time shall not be extended because of any delays
attributable to VADIS, but may be extended by the CITY in the event of a delay
attributable to the CITY, or because of unavoidable delays caused by an act of GOD or
governmental actions or other conditions beyond the control of the VADIS. P, prior
supplemental Agreement issued by the CITY is required to extend the establilshed
completion time.
3. COMPENSATION.
The CITY agrees to pay the sum of $6,376.00 per month, for twelve months for
the litter crew, not to exceed a maximum amount of $76,517.00 for the term of this
Agreement. In addition, the CITY needs to pay the sum of $2,867 per month for six
months for the Recycling crew, not to exceed $17,202 for the term of this agngement.
The total amount paid to VADIS shall not exceed $93,719 for the term of this
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Agreement for Professional Services AG-C-136
December 6, 2004
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agreement. Such payment shall be full compensation for all work performed and/or
services rendered and for all supervision, labor, supplies, materials, employees,
equipment and all incidentals necessary to complete services under this Agreement.
The contract number must appear on all invoices submitted. Full payment will be made
to VADIS only after services are satisfactorily performed.
All services are to be performed in a good workmanlike manner to the
satisfaction of the Public Works DepartmenUMaintenance and Operations Division. If
VADIS fails to perform or delays in performing work assigned by the CITY in
accordance with the specified instructions and actual damages to the CITY are neither
difficult or impossible to determine, VADIS agrees the monthly payment may be
reduced in such amount as in the judgment of the CITY shall compensate th.3 CITY for
inconvenience resulting from VADIS' failure to perform, from its
In the event services are required beyond those specified in the Scope of Work,
and not included in the compensation listed in this Agreement, a contract modification
shall be negotiated and approved by the CITY prior to any effort being expended on
such services.
4. RESPONSIBILITY OF VADIS.
See Exhibit B, attached and by this reference made part of this Agreement.
Any approval by the CITY under this Agreement shall not in any way relieve
VADIS of responsibility for the technical accuracy and adequacy of its servicE's. Except
as otherwise provided herein, neither the CITY'S review, approval or acceptance of, nor
payment for, any of the services shall be construed to operate as a waiver of any rights
under this Agreement or of any cause of action arising out of the performance of this
Agreement to the full extent of the law.
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Agreement for Professional Services AG-C-136
December 6. 2004
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5. INDEMNIFICATION/HOLD HARMLESS.
VADIS shall indemnify and hold the CITY and its officers and emploYE~es
harmless from and shall process and defend at its own expense all claims, demands, or
suits at law or equity arising in whole or in part from VADIS'S negligence or breach of
any of its obligations under this Agreement; provided that nothing herein shall require
VADIS to indemnify the CITY against and hold harmless the CITY from claims,
demands or suits based solely upon the conduct of the CITY, their agents, officers and
employees and provided further that if the claims or suits are caused by or re!sult from
the concurrent negligence of (a) VADIS'S agents or employees and (b) the CITY, their
agents, officers and employees, this indemnity provision with respect to (1) claims or
suits based upon such negligence, (2) the costs to the CITY of defending suc;h claims
and suits, etc. shall be valid and enforceable only to the extent of VADIS'S nl9gligence
or the negligence of VADIS'S agents or employees. The provisions of this section shall
survive the expiration or termination of this Agreement.
6. INDEPENDENT CONTRACTOR/ASSIGNMENT.
The parties agree and understand that VADIS is an independent contractor and
not the agent or employee of the CITY and that no liability shall attach to the CITY by
reason of entering into this Agreement except as otherwise provided herein. The
parties agree that this Agreement may not be assigned in whole or in part without the
written consent of the CITY.
7. INSURANCE.
VADIS shall procure and maintain for the duration of this Agreement, commercial
general liability insurance against claims for injuries to persons or damage to property
which may arise from or in conjunction with services provided to the CITY by VADIS, its
agents, employees or subcontractors, under this Agreement. VADIS agrees to provide
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commercial general liability insurance and shall maintain liability limits of no less then
ONE MILLION DOLLARS ($1,000,000) per occurrence and ONE MILLION DOLLARS
($1,000,000) general aggregate.
The general liability coverage shall also provide that the CITY, its officers,
employees and agents are to be covered as additional insured as respects: Liability
arising out of the services or responsibilities performed by or under obligation of V ADIS
under the terms of this Agreement, by VADIS, its employees, agents and
subcontractors.
The general liability coverage shall provide that VADIS'S insurance coverage
shall be primary insurance as respects the CITY, its officials, employees and agents.
Any insurance or self insurance maintained by the CITY, its officials, employees or
agents shall be excess to VADIS'S insurance and shall not contribute with it. Each
insurance policy required by this section of the Agreement shall be endorsed to state
that coverage shall not be suspended, voided, or canceled except when thirtjl (30) days
prior written notice has been given to the CITY by certified mail return receipt
requested. All insurance shall be obtained from an insurance company authorized to
do business in the State of Washington. VADIS agrees to provide copies of the
certificates of insurance to the CITY specifying the coverage required by this section
within 14 days of the execution of this Agreement. The CITY reserves the rig ht to
require that complete, certified copies of all required insurance policies be submitted to
the CITY at any time. The CITY will pay no progress payments under Section 3 until
VADIS has fully complied with this section.
8. NONDISCRIMINATION.
VADIS may not discriminate regarding any services or activities to which this
Agreement may apply directly or through contractual, hiring, or other arrangements on
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December 6. 2004
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the grounds of race, color, creed, religion, national origin, sex, age, or where there is
the presence of any sensory, mental or physical handicap.
9. OWNERSHIP OF RECORDS AND DOCUMENTS.
VADIS agrees that any and all drawings, computer discs, documents, records,
books, specifications, reports, estimates, summaries and such other information and
materials as VADIS may have accumulated, prepared or obtained as part of providing
services under the terms of this Agreement by VADIS, shall belong to and shall remain
the property of the CITY OF AUBURN. In addition, VADIS agrees to maintain all books
and records relating to its operation and concerning this Agreement for a period of six
(6) years following the date that this Agreement is expired or otherwise terminated.
VADIS further agrees that the CITY may inspect any and all documents held by VADIS
and relating to this Agreement upon good cause at any reasonable time within the six
(6) year period. VADIS also agrees to provide to the CITY, at the CITY'S request, the
originals of all drawings, documents, and items specified in this Section and information
compiled in providing services to the CITY under the terms of this Agreement
10. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND
OTHER RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIONS.
The prospective primary participant certifies to the best of its knowled~le and
belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of
or had a civil judgment rendered against them for commission or fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
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performing a public (federal, state, or local) transaction or contract under a
public transaction; violation of federal or state antitrust statues or commission
of embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly char~ ed by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in paragraph "(b)" of this certification; and
(d) Have not within a three-year period preceding this application/proposal had
one or more public transactions (federal, state, or local) terminated for cause
or default.
Where the prospective primary participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an explanation
to this proposal.
11. TERMINATION OF AGREEMENT.
This Agreement may be terminated by either party upon twenty (20) d,ays written
notice to the other party, and based upon any cause. In the event of termination due to
the fault of other(s) than VAOIS, VADIS shall be paid by the CITY for services
performed to the date of termination,
Upon receipt of a termination notice under the above paragraph, VAOIS shall (1)
promptly discontinue all services affected as directed by the written notice, and (2)
deliver to the CITY all data, drawings, specifications, reports, estimates, summaries,
and such other information and materials as VAOIS may have accumulated, Iprepared
or obtained in performing this Agreement, whether completed or in process,
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12. GENERAL PROVISIONS.
12,1. This Agreement shall be governed by the laws, regulations and ordinances
of the City of Auburn, the State of Washington, King County, and where applicable,
Federal laws.
12.2. All claims, disputes and other matters in question arising out of, or relating
to, this Agreement or the breach hereof, except with respect to claims which have been
waived, will be decided by a court of competent jurisdiction in King County, Washington.
Pending final decision of a dispute hereunder, VAOIS and the CITY shall proceed
diligently with the performance of the services and obligations herein.
12.3, In the event that any dispute or conflict arises between the parties while
this Agreement is in effect, VAOIS agrees that, notwithstanding such dispute or conflict,
VAOIS shall continue to make a good faith effort to cooperate and continue work toward
successful completion of assigned duties and responsibilities,
12.4. The CITY and VAOIS respectively bind themselves, their partners,
successors, assigns, and legal representatives to the other party to this Agrel3ment with
respect to all covenants to this Agreement.
12,5, This Agreement represents the entire and integrated Agreement between
the CITY and VAOIS and supersedes all prior negotiations, representations or
agreements either oral or written, This Agreement may be amended only by written
instrument signed by both the CITY and VAOIS,
12.6. Should it become necessary to enforce any term or obligation of this
Agreement, then all costs of enforcement including reasonable attorneys fees and
expenses and court costs shall be paid to the substantially prevailing party,
12,7, VAOIS agrees to comply with all local, state and federal laws applicable to
its performance as of the date of this Agreement.
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12,8. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall remain in force and effect.
12.9. This Agreement shall be administered by Art Brockwav, on behalf of
VAOIS, and by the Mayor of the CITY, or designee, on behalf of the CITY. Any written
notices required by the terms of this Agreement shall be served on or mailed to the
following addresses:
City of Auburn Vadis
Attn: Sharon Hlavka Attn: Art Brockway
1305 C Street SW 1701 Elm Street
Auburn WA 98001 Sumner WA 98390
Phone: 253.931,5103 Phone: 253.863.5173 Ext 246
Fax: 253.931,3053 Fax: 253.863.2040
E-mail: shlavka@auburnwa.Qov E-mail: art@vadis.orQ
12.10, All notices or communications permitted or required to be given under
this Agreement shall be in writing and shall be delivered in person or depositl9d in the
United States mail, postage prepaid, Any such delivery shall be deemed to have been
duly given if mailed by certified mail, return receipt requested, and addressed to the
address for the party set forth in 12.9, or if to such other person designated by a party
to receive such notice. It is provided, however, that mailing such notices or
communications by certified mail, return receipt requested is an option, not a
requirement, unless specifically demanded or otherwise agreed.
Any party may change his, her, or its address by giving notice in writing, stating
his, her, or its new address, to any other party, all pursuant to the procedure set forth in
this section of the Agreement.
12.11. This Agreement may be executed in multiple counterparts, each of which
shall be one and the same Agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other party.
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Agreement for Professional Services AG-C-136
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ATTEST:
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Oanie Ie E, Oas am, City Clerk
TO FORM:
CITYOF~~
Peter B Lewis, Mayor
Oate /¿ ¿2--oý'
Federal Tax 10 #: ~
File: H:\CONSUL TANTSlAGREEMENTS\2005IAGC136 AGREEMENT.DOC
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Agreement for Professional ServicesAG-C-136
December 6, 2004
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EXHIBIT A
SCOPE OF WORK
VADIS LITTER CREW agrees to perform the following services:
A. SPECIFIC TASKS.
1. SOLID WASTE.
VADIS will collect and remove litter, trash and debris from the shoulders of
CITY traveled ways (including but not limited to streets, roads, alleys, paths and
parkways), public parking lots and other designated areas, The Division for whom
tasks are to be performed may be changed by the CITY'S Solid Waste Supervisor
as provided in paragraph (5) below at the CITY'S discretion to meet its needs.
2. EQUIPMENT RENTAL.
Wash and clean designated CITY vehicles as assigned.
3. SEWER.
Remove weeds and perform other landscaping duties as assigned,
4. STORM DRAINAGE.
Collect and remove tree leaves, limbs, trash and other debris from the top of storm
water catch basins and from the sidewalk curbs and gutters as assigned,
5. JOB ASSIGNMENT PRIORITIES.
Task assignments are subject to change and prioritization by the CITY Solid
Waste Supervisor, Maintenance and Operations Division, Department of Public
Works.
B. EXAMINATION OF WORK SITES.
VADIS shall examine all work site thoroughly before commencing worl¡ at the
site. It shall be the responsibility of VADIS to verify all the duties, assignments and
job sites. All existing conditions at the job site will be noted and copies with
verification noted, given to the CITY'S Solid Waste Supervisor on a daily basis,
C. HOURS.
VADIS shall perform tasks to completion between the hours of 8:00 AM and 3:00
PM Monday through Friday. VADIS shall recognize the same observed tlOlidays as
the CITY.
VADIS will also take 2 Floating Holidays per year for staff training.
The purpose of this Agreement is to contract with VADIS, a non-profit corporation that
develops employment for individuals with disabilities, on a yearly basis clean-up
program as well as other maintenance tasks for either the CITY'S Street, Walter, Sewer,
Storm Drainage or Equipment Rental Divisions,
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EXHIBIT B
RESPONSIBILITIES
RESPONSIBILITY OF VADIS
LITTER CREW
VAOIS shall be responsible for the following:
1. The performance and accomplishment of tasks and work assigned in
accordance with paragraph 2 below.
2. The performance of all work as provided in this Agreement with its own
employees. Individuals who perform work under this Agreement must be carried
on VAOIS' payroll, VAOIS is responsible for administering and payingl employee
wages, benefits and all other employee-related costs. Although VADIS company
headquarters may be located outside of Auburn, Washington, VAOIS shall
provide in the Auburn geographical area a full-time supervisor who will
continuously oversee VAOIS employee work and will have authority to represent
VAOIS in the day-to-day activities. The VAOIS supervisor must be trained in
traffic control and must possess a "Traffic Control Flagging License" certified by
the State of Washington. VAOIS will provide the supervisor's name, address
and telephone number to the CITY'S Solid Waste Supervisor at the beginning of
the contract period. A second supervisor trained in traffic control possessing a
"Traffic Control Flagging License" certified by the State of Washington will
perform flagging on busy streets of Howard Road and Kersey Way. This second
person will be available one day of the first week of the month, one day the
second week of the month, and one day the third week of the month.
3. VAOIS is responsible for the security of facilities where assigned tasks are
performed as well as tools, equipment, safety gear, traffic control devil:es and
any other items which may be supplied by the CITY for VAOIS' use in the
performance of contracted duties. No equipment or supplies will be rEmoved
from CITY premises except as required for the performance of assignE~d duties.
4. VAOIS shall provide CITY with a qualified control system acceptable to the CITY
within ten days of the date of the Agreement. The quality control system shall be
a plan specifying how VAOIS will accomplish maintaining the level of
performance required under this Agreement. Quality control statements shall be
provided to the CITY'S Solid Waste Supervisor on a monthly basis.
5. VAOIS shall provide a motor vehicle to transport its employees to and from the
designated work sites. VAOIS' vehicle shall be well identified with signs and
equipped with safety warning lights, strobe light and emergency flashers.
6. VAOIS shall provide rain gear, foul weather gear, footwear as required and
clothing as needed for its employees.
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7, VAOIS shall follow accepted safety practices in the performance of all work.
After every work shift of litter clean-up and other assigned tasks and s.ervices the
following shall be done: the work areas shall be inspected for fire hazards;
electrical or power machines and/or equipment shall be turned off; outside doors
and windows closed and locked; gates closed and locked and all miscellaneous
work tools and equipment shall be inspected and put away.
RECYCLING CREW
SCOPE OF WORK: The scope of work is amended to include the following tasks:
VAOIS will collect recyclables from the recyclable containers and maintain the
recycling receptacles in the City of Auburn City Parks. VAOIS will bring a second
crew available for 15 hours per week. The second crew will be supervised and will
bring a second VADIS vehicle,
VAOIS second crew shall perform tasks to completion between the hours of 8:00
AM and 3:00 PM on two to three days of the week, Monday through Friday,
RESPONSIBILITY OF CITY
1, The CITY shall supply litter bags to VAOIS for its use in the collection I::>f litter,
trash and debris.
2, The CITY shall supply traffic control devices, e.g., signs and traffic cones to
VAOIS so VAOIS can place the traffic devices at work site(s) to proteclt its
employees while performing services under this Agreement. The CITY shall also
provide hard hats and reflective traffic vests.
3. The CITY shall supply all grounds maintenance equipment and hand tools as
needed, to perform duties under this Agreement for outside grounds
maintenance.
4. The CITY shall provide VAOIS and its Auburn supervisor a copy of the daily work
schedule and any change notices to use as a basic guide for the distribution of
work each week. The work schedule may be changed as deemed appropriate
by the CITY and a copy of such changes provided to VAOIS and its Auburn
supervisor. The CITY shall determine the priority to be given the various
assignments. The CITY shall verify that all services are satisfactorily performed
as scheduled,
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