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1 RESOLIITION NO. 2 2 8 2
2
3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, ALITHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN
4 AGREEMENT FOR PROFESSIONAL SERVICES FOR A LITTER CONTROL
PROGRAM BETWEEN THE CITY OF AUBURN AND VADIS NORTHWEST.
5
6 WHEREAS, the City of Auburn, Washington, finds a need to
7 provide a litter control program for the City; and
8 WHEREAS, VADIS NORTHWEST, a non-profit corporation that
9 develops employment for individuals with disabilities, is able
10 to provide to the City a twelve-month litter clean-up program
11 as well as other maintenance tasks for the City's Street,
12 Water, Sewer, Storm Drainage and Equipment Rental Divisions.
13 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
14 WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH
15 RESOLVES THAT:
16 8ection 1. The Mayor and City Clerk of the City of
17 Auburn are herewith authorized to execute an Agreement for
18 Professional Services for a litter control program and other
19 duties between the City of Auburn and VADIS NORTHWEST. A copy
20 of said Agreement is attached hereto, denominated as Exhibit
21 "A", and made a part hereof as though set forth in full
22 herein.
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Resolution No. 2282
February 12, 1992
Page 1
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2 Section 2. The Mayor is hereby authorized to implement
3 such administrative procedures as may be necessary to carry
4 out the directives of this legislation. ,
5 DATED and SIGNED this day of , 1992.
6
7 CITY OF AIIBIIRN
8
9
10 M A O R
11
12
13 ATTEST:
14 j
15
16 Robin Wohlhueter,
City Clerk
17
18
19 APPROVED AS TO FORM:
20
21 ;V4.L'
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22 St phen R. Shelton,
23 City Attorney
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25
26
Resolution No. 2282
February 12, 1992
Page 2
1 AGREEMENT FOR PROFESSIONAL SERVICES
2
3 THIS AGREEMENT made and entered into this J~~day of
4 ~L4Z~ , 1992, by and between the CITY OF AIIBURN,
5 a municipal corporation of the State of Washington, whose
6 address is 25 West Main, Auburn, WA 98001, hereinafter
7 referred to as 'ICITY'l and VADIS NORTHWEST, a nonprofit
8 corporation of the State of Washington, whose address 1701 Elm
9 Street, Sumner, WA 98390, hereinafter referred to as I'VADIS".
10 In consideration of the covenants and conditions herein
11 the parties agree as follows:
12 1. pURPOSE.
13 The purpose of this Agreement is to contract with
14 VADIS NORTHWEST, a non-profit corporation that develops
15 employment for individuals with disabilities, for a twelve-
16 month litter clean-up program as well as other maintenance
17 tasks for either the City's Street, Water, Sewer, Storm
ig Draina e or E
g quipment Rental Divisions.
19 2. SCOPE OF NORR.
20 VADIS agrees to perform the following services:
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26 Agreement Vadis Northwest
Exhibit "A" Resolution No. 2282
february 12, 1992
Page 1
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2 A. SPECIFIC TA$R8.
3 (1) SOLID WASTE. VADIS will collect and
4 remove litter, trash and debris from the
5 shoulders of CITY traveled ways (including
6 but not limited to streets, roads, alleys,
7 paths and parkways), public parking lots
8 and other designated areas on Monday,
9 Tuesday, and Wednesday of each work week.
10 On Thursday and Friday other maintenance
11 tasks will be performed for either the
12 Street, Water, Sewer, Storm Drainage or
13 Equipment Rental Divisions. However, the
14 Division for whom tasks are to be
15 performed may be changed by the CITY'S
16 Solid Waste Supervisor as provided in
17 paragraph (5) on page 3 at the CITY'S
18 discretion to meet its needs.
19 (2) EQUIPMENT RENTAL.
20 Wash and clean designated CITY vehicles as
21 assigned on Thursday or Friday.
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26 A9reement Vadis Northwest
Exhibit "A" Resolution No. 2282
February 12, 1992
Page 2
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2 (3) SEWER.
3 Remove weeds and perform other landscaping
4 duties as assigned on Thursday or Friday.
5 (4) STORM DRAINAGE.
6 Collect and remove tree leaves, limbs,
7 trash and other debris from the top of
8 storm water catch basins and from the
9 sidewalk curbs and gutters as assigned on
10 Thursday or Friday.
11 (5) JOB ASSIGNMENT PRIORITIEB.
12 Task assignments are subject to change and
13 prioritization by the CITY Solid Waste
14 Supervisor, Maintenance and Operations
15 Division, Department of Public Works.
16 B. EXAMINATION OF WORR SITES.
17 VADIS shall examine all work sites thoroughly
18 before commencing work at the site. It shall be the
19 responsibility of VADIS to verify all the duties,
20 assignments, and job sites. All existing conditions
21 at the job site will be noted and copies with
22 verification noted, given to the CITY'S Solid Waste
23 Supervisor on a daily basis.
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26 Agreement Vadis Northwest
Exhibit "A" Resolution No. 2282
Pebruary 12, 1992
Page 3
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2 C. HOIIRS.
3 VADIS shall perform tasks to completion between
4 the hours of 9:00 AM and 3:00 PM Monday through
5 Friday. VADIS shall recognize the same observed
6 holidays as the CITY and in addition VADIS
7 recognizes the national holiday for Martin Luther
8 King, Jr.
9 3. TERM.
10 This Agreement shall commence and be in effect on
11 March 1, 1992. The Agreement will expire on February 29,
12 1993.
13 4. COMPENSATION.
14 The CITY agrees to pay the sum of THREE THOUSAND SIX
15 HUNDRED FIFTEEN DOLLARS and THIRTY CENTS ($3,615.30) per
16 month, not to exceed a maximum amount of FORTY-THREE THOUSAND
17 THREE HUNDRED EIGHTY-THREE DOLLARS and SIXTY CENTS
18 ($43,383.60) for the term of this Agreement. Such payment
19 shall be full compensation for all work performed and/or
20 services rendered and for all supervision, labor, supplies,
21 materials, employees, equipment and all incidentals necessary
22 to complete services under this Agreement. Payment shall be
23 made by U.S. Mail within thirty (30) days following receipt of
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26 A9reement Vadis Northwest
Exhibit "A" Resolution No. 2282
February 12, 1992
Page 4
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2 properly submitted monthly invoices provided by VADIS to the
3 CITY'S Maintenance and Operation Division. The contract
4 number must appear on all invoices submitted. Full payment
5 will be made to VADIS only after services are satisfactorily
6 performed.
7 All services are to be performed in a good
8 workmanship manner to the satisfaction of the Public Works
9 Department/Maintenance and Operations Division. If VADIS
10 fails to perform or delays in performing work assigned by the
11 CITY in accordance with the specified instructions and actual
12 damages to the CITY are either difficult or impossible to
13 determine, VADIS agrees the monthly payment may be reduced in
14 such amount as in the judgment of the CITY shall compensate
15 the CITY for inconvenience resulting from VADIS' failure to
16 Perform, from its inadequate performance or from its delay in
17 performance.
18 S. RESPONSIBILITY OF VADIB.
19 VADIS shall be responsible for the following:
20 A. The performance and accomplishment of tasks and
21 work assigned in accordance with paragraph 2
22 herein.
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26 Agreement Vadis Northwest
Exhibit "A" Resolution No. 2282
February 72, 1992
Page 5
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2 B. The performance of all work as provided in
3 under this Agreement with its own employees.
4 Individuals who perform work under this
5 Agreement must be carried on VADIS' payroll.
6 VADIS is responsible for administering and
7 paying employee wages, benefits and all other
8 employee-related costs. Although VADIS company
9 headquarters may be located outside of Auburn,
10 Washington, VADIS shall provide in the Auburn
11 geographical area a full-time supervisor who
12 will continuously oversee VADIS employee work
13 and will have authority to represent VADIS in
14 the day-to-day activities. The VADIS
15 supervisor must be trained in traffic control
16 and must possess a"Traffic Control Flagging
17 License" certified by the State of Washington.
18 VADIS will provide the supervisor's name,
19 address and telephone number to the CITY'S
20 Solid Waste Supervisor at the beginning of the
21 contract period.
22 C. VADIS shall prohibit its employees from
23 disturbing papers on desks, opening desk
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26 Agreement Vadis Northwest
Exhibit "A" Resolution No. 2282
February 12, 1992
Page 6
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2 drawers and cabinets, entering the central
3 stores area, or using CITY telephones or office
4 equipment.
5 D. VADIS is responsible for the security of
6 facilities where assigned tasks are performed
7 as well as tools, equipment, safety gear,
8 traffic control devices and any other items
9 which may be supplied by the CITY for VADIS'
10 use in the performance of contracted duties.
11 No equipment or supplies will be removed from
12 CITY premises except as required for the
13 performance of assigned duties.
14 E. VADIS shall prohibit small children from being
15 on any work site area during the time services
16 are being performed.
17 F. VADIS shall provide CITY with a quality control
18 system acceptable to the CITY within ten days
19 of the date of the Agreement. The quality
20 control system shall be a plan specifying how
21 VADIS will accomplish maintaining the level of
22 performance required under this Agreement.
23 Quality control statements shall be provided to
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26 Agreement Vadis Northwest
Exhibit "A" Resolution No. 2282
February 12, 1992
Page 7
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2 the CITY'S Solid Waste Supervisor on a monthly
3 basis.
4 G. VADIS shall provide a motor vehicle to
5 transport its employees to and from the
6 designated work sites. VADIS' vehicle shall be
7 well identified with signs and equipped with
8 safety warning lights, strobe light and
9 emergency flashers.
10 H. VADIS shall provide rain gear, foul weather
11 gear, footwear as required and clothing as
12 needed for its employees.
13 I• VADIS employees shall tie litter bags filled
14 with litter, trash and debris at the top and
15 place them along the road shoulders in a manner
16 which will not cause a safety hazard to the
17 motoring public.
18 J. VADIS shall follow accepted safety practices in
19 the performance of all work. After every work
20 shift of litter clean-up and other assigned
21 tasks and services the following shall be done:
22 ' the work areas shall be inspected for fire
23 hazards; electrical or power machines and/or
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26 Agreement vadis Northwest
Exhibit "A'l Resolution No. 2282
February 12, 1992
Page 8
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2 equipment shall be turned off; outside doors
3 and windows closed and locked; gates closed and
4 locked and all miscellaneous work tools and
5 equipment shall be inspected and put away.
6 6. RESPONSIHILITY OF CITY.
7 A. The CITY shall supply litter bags to VADIS
8 for its use in the collection of litter, trash and
9 debris. CITY work crews will collect and dispose of
10 the filled bags.
11 B. The CITY shall supply traffic control
12 devices, e.g., signs and traffic cones to VADIS so
13 VADIS can place the traffic devices at work site(s)
14 to protect its employees while performing services
15 under this Agreement. The CITY shall also provide
16 hard hats and reflective traffic vests.
17 C. The CITY shall supply all grounds
18 maintenance equipment and hand tools as needed, to
19 perform duties under this Agreement for outside
20 grounds maintenance.
21 D. The CITY shall provide VADIS and its
22 Auburn supervisor a copy of the daily work schedule
23 and any change notices to use as a basic guide for
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26 A9reement Vadis Northwest
Exhibit "All Resolution No. 2282
February 12, 1992
Page 9
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2 the distribution of work each week. The work
3 schedule may be changed as deemed appropriate by the
4 CITY and a copy of such changes provided to VADIS
5 and its Auburn supervisor. The CITY shall determine
6 the priority to be given the various assignments.
7 The CITY shall verify that all services are
8 performed as scheduled. At the end of each month
9 the CITY shall note all services as either (S)
10 Satisfactory or (U) Unsatisfactory. If any services
11 have been rated (U), the CITY shall contact VADIS to
12 discuss the deficiency and action necessary to
13 correct the deficiency.
14 7• =NDEMNIFICATION/HOLD HARMLE88.
15 VADIS agrees to defend, indemnify and hold harmless
16 the CITY, its elected and appointed officials, employees and
17 agents from any and all claims, demands and/or causes of
18 action of any kind or character whatsoever arising out of or
19 relating to VADIS, its officers, employees, subcontractors or
20 agents for any and all claims by any persons for alleged
21 Personal injury, death or damage to their persons or property
22 to the extent caused by the negligent acts, errors or omission
23 of VADIS, its officers, employees, agents, subcontractors or
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26 Agreement Vadis Northwest
Exhibit "A" Resolution No. 2282
February 12, 1992
Page 10
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2 representatives and arising out of its performance of this
3 Agreement. In the event that any suit or claim for damage is
4 brought against the CITY, VADIS shall defend the CITY at its
5 sole cost and expense; provided that the CITY retains the
6 right to participate in said suit if any principle of
7 governmental or public laws is involved; and if final judgment
g be rendered against the CITY and/or its officers, agents or
9 employees or any of them, or jointly against the CITY and
10 VADIS and its respective officers, agents, subcontractors,
11 employees or any of them, VADIS agrees to fully satisfy the
12 same and VADIS shall reimburse the CITY for any cost and
13 expense which the CITY has incurred as a result of such claim
14 or suit. The provisions of this section shall survive the
15 expiration or termination of this Agreement.
16 8• INDEPENDENT CONTRACTOR/ASSIGNMENT.
17 The parties agree and understand that VADIS is an
18 independent contractor and not the agent or employee of the
19 CITY and that no liability shall attach to the CITY by reason
20 of entering into this Agreement except as otherwise provided
21 herein. The parties agree that this Agreement may not be
22 assigned in whole or in part without the written consent of
23 the CITY.
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26 Agreement Vadis Northwest
Exhibit "A" Resolution No. 2282
February 12, 1992
Page 11
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2 9. INSIIRANCE.
3 VADIS shall procure and maintain for the duration of this
4 Agreement, comprehensive general liability insurance against
5 claims for injuries to persons or damage to property which may
6 arise from or in conjunction with services provided to the
7 CITY by VADIS, its officers, agents, employees or
8 subcontractors, under this Agreement. VADIS agrees to provide
9 comprehensive general liability insurance and shall maintain
10 liability limits of no less then ONE MILLION DOLLARS
11 ($1,000,000) combined single limit per occurrence for bodily
12 injury, personal injury and property damage.
13 The general liability coverage shall also provide that
14 the CITY, its officers, employees and agents are to be covered
15 as additional insureds as respects: Liability arising out of
16 the services or responsibilities performed by or under
17 obligation of VADIS under the terms of this Agreement, by
18 VADIS, its employees, agents and subcontractors.
19 Liability coverages shall provide that VADIS' insurance
20 coverage shall be primary insurance as respects the CITY, its
21 officials, employees and agents. Any insurance or self
22 insurance maintained by the CITY, its officials, employees or
23 agents shall be excess to VADIS' insurance and shall not
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26 Agreement Vadis Northwest
Exhibit "A" Resolution No. 2282
February 72, 7992
Page 12
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2 contribute with it. Each insurance policy required by this
3 section of the Agreement shall be endorsed to state that
4 coverage shall not be suspended, voided, cancelled, reduced in
5 coverage or in limits except after forty (40) days prior
6 written notice by certified mail return receipt requested has
7 been given to the CITY. VADIS agrees to provide copies of the
8 certificates of insurance to the CITY specifying the coverage
9 required by this section at the time that this Agreement takes
10 effect. The CITY reserves the right to require that complete,
11 certified copies of all required insurance policies be
12 submitted to the CITY at any time.
13 10. NONDISCRIMINATION.
14 VADIS may not discriminate regarding any services or
15 activities to which this Agreement may apply directly or
16 through contractual, hiring, or other arrangements on the
17 grounds of race, color, creed, religion, national origin, sex,
18 age, or where there is the presence of any sensory, mental or
19 physical handicap.
20 11. RECORDS AND DOCUMENTB.
21 VADIS agrees to maintain all books and records relating
22 to its operation and concerning this Agreement for a period of
23 three (3) years following the date that this Agreement is
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26 A9reement Vadis Northwest
Exhibit "A" Resolutiai No. 2282
February 12, 1992
Page 13
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2 expired or otherwise terminated. VADIS further agrees that
3 the CITY may inspect any and all documents held by VADIS and
4 relating to this Agreement upon good cause at any reasonable
5 time within the three (3) year period. VADIS also agrees to
6 provide to the CITY, at the CITY'S request, the originals of
7 all documents and information compiled in providing services
8 to the CITY under the terms of this Agreement.
9 12. TERMINATION OF AGREEMENT.
10 This Agreement may be terminated by either party upon
11 thirty (30) days written notice to the other party, and based
12 upon any cause. In the event of a breach by VADIS of any of
13 the provisions of this Agreement, CITY reserves the right to
14 cancel and terminate the Agreement upon written notification.
15 In the event of termination due to VADIS' breach it shall be
16 Paid by the CITY for satisfactory services performed to the
17 date of termination.
18 13. RENEWAL.
19 CITY shall have the option to renew this Agreement for
20 one additional one-year (1) term with compensation the only
21 negotiable item. The option must be exercised by written
22 notice sixty (60) days before the expiration of the term of
23 the Agreement.
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26 Agreement vadis Northwest
Exhibit "A" Resolution No. 2282
February 12, 1992
Page 14
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2 14. GENERAL PROVISIONB.
3 14.1. This Agreement shall be governed by the laws,
4 regulations and ordinances of the City of Auburn, the State of
5 Washington, King County, and where applicable, Federal laws.
6 14.2. All claims, disputes and other matters in question
7 arising out of, or relating to, this Agreement or the breach
8 hereof, except with respect to claims which have been waived,
9 will be decided by a court of competent jurisdiction in King
10 County, Washington. Pending final decision of a dispute
11 hereunder, VADIS and the CITY shall proceed diligently with
12 the performance of the services and obligations herein.
13 14.3. The CITY and VADIS respectively bind themselves,
14 their partners, successors, assigns, and legal representatives
15 to the other party to this Agreement with respect to all
16 covenants to this Agreement.
17 14.4. This Agreement represents the entire and
18 integrated Agreement between the CITY and VADIS and supersedes
19 all prior negotiations, representations or agreements either
20 oral or written. This Agreement may be amended only by
21 written instrument signed by both the CITY and VADIS.
22 14.5. Should it become necessary to enforce any term or
23 obligation of this Agreement, then all costs of enforcement
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26 Agreement Vadis Northwest
Exhibit °All Resolution No. 2282
February 12, 1992
Page 15
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2 including reasonable attorneys fees, expenses and court costs
3 shall be paid to the substantially prevailing party.
4 14.6. VADIS agrees to comply with all local, state and
5 federal laws applicable to its performance under this
6 Agreement.
7
8 CITY OF AIIBURN
9
10
11 M A Y O R
12
13
14 ATTEST:
15
16
17 Robin Wohlhueter,
City Clerk
18
19
20 APPROVED AS TO FORM:
21
22 St phen R. Shelton,
23 City Attorney
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26 Agreement Vadis Northwest
Exhibit "All Resolution No. 2282
February 12, 1992
Page 16
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2 VADIS NORTHWEBT
3
4 BY:
5
6 TITLE :
7
8
9
10 STATE OF WASHINGTON )
11 ) ss
COUNTY OF KING )
12 On this !a day of A&4UA441 , 1992, before
13 me, the undersigned, a Notary Publ ' c ' an for the State of
Washington, personally ppeare ,
14 to me known to be the , of VADIS
NORTHWEST, the nonprofit corporation who executed the within
15 and foregoing instrument, and acknowledged said instrument to
be the free and voluntary act and deed of said nonprofit
16 corporation for the uses and purposes therein mentioned, and
on oath stated that he/she is authorized to execute said
17 instrument on behalf of said nonprofit corporation.
18 IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the date hereinabove set forth.
19
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20 G~ 8M•~~
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21
22 p(jgLlC I O ARY PUB C in a for th St t
y of Washing n, residing at
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23 wAS~~ MY CONIlMISSION expires: ~
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26 Agreement Vadis Northwest
Exhibit "All Resolution No. 2282
February 12, 1992
Page 17
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BOB ROEGNER, MAYOR 9 FINANCE DEPARTMENT
PAT DUGAN, FINANCE DIRECTOR 25 WEST MAIN, AUBURN, WA 98001
(206) 931-3033
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I, Robin Wohlhueter, the duly appointed, qualified City
Clerk of the City of Auburn, a Municipal Corporation and Code
City, situate in the County of King, State of Washington, do
hereby certify that the foregoing is a full, true and correct
copy of Resolution No. 2282 of the resolution of the City of
Auburn, entitled "A RESOLUTION."
I certify that said Resolution No. 2282 was duly passed by
the Council and approved by the Mayor of the said City of Auburn,
on the 18th day of February A.D., 1992.
Witness my hand and the official seal of the City of Auburn
this August 3, 1992, A.D.
Robin Wohlhueter _ - - _ ,
City Clerk
City of Auburn
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