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HomeMy WebLinkAbout2712 1 RESOLUTION NO. 2 7 1 2 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING 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 WHEREAS, the City of Auburn, Washington, finds a need to 6 provide a litter control program for the City; and 7 WHEREAS, VADIS NORTHWEST, a non-profit corporation that 8 develops employment for individuals with disabilities, is able 9 to provide to the City a twelve-month litter clean-up program 10 as well as other maintenance tasks for the City's Street, 11 Water, Sewer, Storm Drainage and Equipment Rental Divisions 12 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, 13 WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH 14 RESOLVES THAT: 15 Section 1. The Mayor and City Clerk of the City of 16 Auburn are herewith authorized to execute an Agreement for 17 Professional Services for a litter control program and other 18 duties between the City of Auburn and VADIS NORTHWEST A copy 19 of said Agreement is attached hereto, denominated as Exhibit 20 "A" , and made a part hereof as though set forth in full 21 herein. 22 23 24 25 26 Resolution No. 2712 January 18, 1996 Page 1 1 Section 2. The Mayor is hereby authorized to implement 2 such administrative procedures as may be necessary to carry 3 out the directives of this legislation. 4 DATED and SIGNED this 5th day of February, 1996. 5 6 CITY OF AUBURN 7 8 C LILL. 11) 10 CHARLES A. BOOTH MAYOR 11 12 13 ATTEST 14 15 f.L�2/ !/�V ; 16 Robin Wohlhueter, City Clerk 17 18 19 APPROVED AS TO FORM 20 21 i 1 22 J Michael J. Reynolds, 23 City Attorney 24 25 26 Resolution No. 2712 January 18, 1996 Page 2 CITY OF AUBURN INTEROFFICE MEMORANDUM TO Dick Sulser, Solid Waste Supervisor FROM Robin Wohlhueter, City Clerk SUBJECT Vadis Northwest Agreement DATE. February 8, 1996 The Auburn City Council adopted Resolution No 2712 authorizing an Agreement for litter control with Vadis Northwest on February 5, 1996 The Agreement is from March 1, 1996 through February 1, 1997 A copy of Resolution No 2712 is attached along with the original Agreement for Professional Services Please obtain a notarized signature of an appropriate officer of Vadis Northwest and return the original agreement to me for filing with Resolution No 2712. A certificate of insurance is also required naming the City of Auburn as an additional insured. When available please file the original with our office Thank you for your assistance File Contract Administration, Pending f'\clerk\cont.\RES2712 Q YoU2 71)1 ACCQ,RD. ER E I FECA :Hit O gFmt E 4� DATE 19/(MWDOITO 95 • ... ,. ... ... - 09/19/95 PROOUCER THIS CERTIFICATE IS ISSUED At A MATRER OF INFORMATION BELL-ANDERSON AGENCY INC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 724 WEST SMITH ST ALTER THE COVERAGE AFFORDED BY THE PODCES BELOW. PO BOX 887 COMPANIES AFFORDING COVERAGE KENT WA 98035-0887 COMPANY A ST PAUL INS ENURED COMPANY VADIS NORTHWEST B COMPANY 1701 ELM STREET C SUMNER WA 98390 COMPANY ) COVERAGES - • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EPPRATION LTR DATE(SWOOP.") DATE(MMMDDtro LINTS A GENERAL warn CK08401992 10/01/95 lO/O1/96 GENERAL AGGREGATE 62 , 000, 000 X COMMERCIAL GENERAL LIABSJTY PRODUCTS COMP/OP AGG S2, 000, 000 CLAMS MADE X OCCUR PERSONAL&ADV INJURY 61, 0 0 0, 0 0 0 OWNERS&CONTRACTOR'S PROT EACH OCCURRENCE i1, 000, 000 RRE DAMAGE(Any awl.N) S 100, 000 MED UP(Any Nr P..w) i 5, 000 A AUTOSOBLELAearr. CK08401992 10/01/95 10/01/96 1, 000, 000 X ANY AUTO COMBINED SINGLE UNIT S ALL OWNED AUTOS BODILY SCHEDULED AUTOS BODILY INJURY LPN was) HIRED AUTOS NON-OWNED AUTOS (Pot A INJURY S (Pot.ocieNW PROPERTY DAMAGE S GARAGE UABAJTY AUTO ONLY EA ACCIDENT $ _1ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT S AGGREGATE i EXCESS LIABILITY EACH OCCURRENCE S UMBRELLA FORM AGGREGATE S OTHER THAN UMBRELLA FORM S WORRIERS COMPENSATION Alt STATUTORY LIMITS - .. EMPLOYERS'LIASIJTT EACH AGCmENf — THE PROPRIETOR/ NCL DISEASE POLICY LMR I PARTNERS/EXECUTIVE OFFICERS ARE EXCL DISEASE EACH EMPLOYEE S OTTER DESUPTION OF OPERATION SM1ACATIOI®IVELCIEWSPECUIL ITEMS CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED WITH RESPECTS TO THE OPERATIONS OF THE INSURED. CERTIFICATE:440L.P4Ri- ` ... ...... . ...:........_.. ...: ... . .:... .. -........._.CANCWATIDN-- --_ .....- ...-_-.-. .. ..._ .. ... .- - -: .. SHOULD ANY OF DE ABOVE DESCREED POLICES BE CANCELLED BEFORE TIE CITY OF AUBURN EXPEATNMI DATE THEREOF THE IS$U • -ANY Wu EICEAVOR TO MAL ATTN• DICK S ULS ER 30 DAYS WRITTEN NOTICE TO THE. • - TE HOLDER NAMED TO THE LEFT, 25 WEST MAIN BUT FAALRE TO MAL.SUCH • ■ _ 'POSE • OBLIGATION OR LIASJJTY AUBURN WA 98001 of ANY Kit WON . - , . ••Y rrs G - • • • A • AUTNORIIED REPRESENTA • /� , 7 • Ruth Hubbar. LoACORC.CORPORATION-1.99 r 1 RESOLUTION NO. 2 7 1 2 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING 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 WHEREAS, the City of Auburn, Washington, finds a need to 6 provide a litter control program for the City; and 7 WHEREAS, VADIS NORTHWEST, a non-profit corporation that 8 develops employment for individuals with disabilities, is able 9 to provide to the City a twelve-month litter clean-up program 10 as well as other maintenance tasks for the City's Street, 11 Water, Sewer, Storm Drainage and Equipment Rental Divisions 12 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, 13 WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH 14 RESOLVES THAT 15 Section 1. The Mayor and City Clerk of the City of 16 Auburn are herewith authorized to execute an Agreement for 17 Professional Services for a litter control program and other 18 duties between the City of Auburn and VADIS NORTHWEST. A copy 19 of said Agreement is attached hereto, denominated as Exhibit 20 "A" , and made a part hereof as though set forth in full 21 herein 22 23 24 25 26 Resolution No. 2712 January 18, 1996 Page 1 • 1 Section 2 . The Mayor is hereby authorized to implement 2 such administrative procedures as may be necessary to carry 3 out the directives of this legislation. 4 DATED and SIGNED this 5th day of February, 1996. 5 6 CITY OF AUBURN 7 8 9 CIA&L. c3> 10 CHARLES A. BOOTH MAYOR 11 12 13 ATTEST: 14 15 f'f, / _ r 16 Robin Wohlhueter, City Clerk 17 18 19 APPROVED AS TO FORM: 20 21 , n Michael J. Reynolds, 23 City Attorney 24 25 26 Resolution No. 2712 January 18, 1996 Page 2 1 AGREEMEN' _ERVICES 2 ` 3 THIS AGREEMENT made and entered into this 5 day of 4 -7We///�,er 1996, by and between the CITY OF AUBURN, 5 a municipal corporation of the State of Washington, whose 6 address is 25 West Main, Auburn, WA 98001, hereinafter 7 referred to as "CITY" 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 "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 18 Drainage or Equipment Rental Divisions. 19 2 . SCOPE OF WORK. 20 VADIS agrees to perform the following services 21 A. SPECIFIC TASKS. 22 (1) SOLID WASTE. VADIS will collect and 23 remove litter, trash and debris from the 24 shoulders of CITY traveled ways (including 25 26 Agreement Vadis Northwest {a-vn96} Exhibit "A" Resolution No. 2712 January 18, 1996 Page 1 1 but not limited to streets, roads, alleys, 2 paths and parkways) , public parking lots 3 and other designated areas on Monday, 4 Tuesday, and Wednesday of each work week 5 On Thursday and Friday other maintenance 6 tasks will be performed for either the 7 Street, Water, Sewer, Storm Drainage or 8 Equipment Rental Divisions. However, the 9 Division for whom tasks are to be 10 performed may be changed by the CITY'S 11 Solid Waste Supervisor as provided in 12 paragraph (5) on page 3 at the CITY'S 13 discretion to meet its needs 14 (2) EQUIPMENT RENTAL. 15 Wash and clean designated CITY vehicles as 16 assigned on Thursday or Friday. 17 (3) SEWER. 18 Remove weeds and perform other landscaping 19 duties as assigned on Thursday or Friday. 20 (4) STORM DRAINAGE. 21 Collect and remove tree leaves, limbs, 22 trash and other debris from the top of 23 storm water catch basins and from the 24 25 26 Agreement Vadis Northwest {a-vn96} Exhibit "A" Resolution No. 2712 January 18, 1996 Page 2 1 sidewalk curbs and gutters as assigned on 2 Thursday or Friday. 3 (5) JOB ASSIGNMENT PRIORITIES. 4 Task assignments are subject to change and 5 prioritization by the CITY Solid Waste 6 Supervisor, Maintenance and Operations 7 Division, Department of Public Works 8 B. EXAMINATION OF WORK SITES. 9 VADIS shall examine all work sites thoroughly 10 before commencing work at the site It shall be the 11 responsibility of VADIS to verify all the duties, 12 assignments, and job sites All existing conditions 13 at the job site will be noted and copies with 14 verification noted, given to the CITY'S Solid Waste 15 Supervisor on a daily basis 16 C HOURS. 17 VADIS shall perform tasks to completion between 18 the hours of 9: 00 AM and 3 : 00 PM Monday through 19 Friday VADIS shall recognize the same observed 20 holidays as the CITY and in addition VADIS 21 recognizes the national holiday for Martin Luther 22 King, Jr 23 24 25 26 Agreement Vadis Northwest {a-vn96} Exhibit "A" Resolution No. 2712 January 18, 1996 Page 3 1 3 . TERM. 2 This Agreement shall commence and be in effect on 3 March 1, 1996 The Agreement will expire on February 28, 4 1997. 5 4 . COMPENSATION. 6 The CITY agrees to pay the sum of FOUR THOUSAND 7 SIXTY-FIVE DOLLARS and 00/100 ($4 , 065. 00) per month, not to 8 exceed a maximum amount of FORTY-EIGHT THOUSAND SEVEN HUNDRED 9 EIGHTY DOLLARS and 00/100 ($48, 780 00) for the term of this 10 Agreement Such payment shall be full compensation for all 11 work performed and/or services rendered and for all 12 supervision, labor, supplies, materials, employees, equipment 13 and all incidentals necessary to complete services under this 14 Agreement. Payment shall be made by U.S. Mail within thirty 15 (30) days following receipt of properly submitted monthly 16 invoices provided by VADIS to the CITY' S Maintenance and 17 Operation Division. The contract number must appear on all 18 invoices submitted Full payment will be made to VADIS only 19 after services are satisfactorily performed. 20 All services are to be performed in a good 21 workmanship manner to the satisfaction of the Public Works 22 Department/Maintenance and Operations Division If VADIS 23 fails to perform or delays in performing work assigned by the 24 CITY in accordance with the specified instructions and actual 25 26 Agreement Vadis Northwest {a-vn96} Exhibit"A" Resolution No. 2712 January 18, 1996 Page 4 1 damages to the CITY are either difficult or impossible to 2 determine, VADIS agrees the monthly payment may be reduced in 3 such amount as in the judgment of the CITY shall compensate 4 the CITY for inconvenience resulting from VADIS' failure to 5 perform, from its inadequate performance or from its delay in 6 performance 7 5. RESPONSIBILITY OF VADIS. 8 VADIS shall be responsible for the following 9 A. The performance and accomplishment of tasks and 10 work assigned in accordance with paragraph 2 11 herein. 12 B The performance of all work as provided in 13 under this Agreement with its own employees 14 Individuals who perform work under this 15 Agreement must be carried on VADIS' payroll 16 VADIS is responsible for administering and 17 paying employee wages, benefits and all other 18 employee-related costs. Although VADIS company 19 headquarters may be located outside of Auburn, 20 Washington, VADIS shall provide in the Auburn 21 geographical area a full-time supervisor who 22 will continuously oversee VADIS employee work 23 and will have authority to represent VADIS in 24 the day-to-day activities The VADIS 25 26 Agreement Vadis Northwest {a-vn9G} Exhibit "A" Resolution No. 2712 January 18, 1996 Page 5 1 supervisor must be trained in traffic control 2 and must possess a "Traffic Control Flagging 3 License" certified by the State of Washington 4 VADIS will provide the supervisor' s name, 5 address and telephone number to the CITY'S 6 Solid Waste Supervisor at the beginning of the 7 contract period. 8 C VADIS shall prohibit its employees from 9 disturbing papers on desks, opening desk 10 drawers and cabinets, entering the central 11 stores area, or using CITY telephones or office 12 equipment 13 D. VADIS is responsible for the security of 14 facilities where assigned tasks are performed 15 as well as tools, equipment, safety gear, 16 traffic control devices and any other items 17 which may be supplied by the CITY for VADIS ' 18 use in the performance of contracted duties. 19 No equipment or supplies will be removed from 20 CITY premises except as required for the 21 performance of assigned duties. 22 E. VADIS shall prohibit small children from being 23 on any work site area during the time services 24 are being performed. 25 26 Agreement Vadis Northwest {a-vn96} Exhibit"A" Resolution No. 2712 January 18, 1996 Page 6 1 F VADIS shall provide CITY with a quality control 2 system acceptable to the CITY within ten days 3 of the date of the Agreement. The quality 4 control system shall be a plan specifying how 5 VADIS will accomplish maintaining the level of 6 performance required under this Agreement 7 Quality control statements shall be provided to 8 the CITY'S Solid Waste Supervisor on a monthly 9 basis. 10 G. VADIS shall provide a motor vehicle to 11 transport its employees to and from the 12 designated work sites VADIS' vehicle shall be 13 well identified with signs and equipped with 14 safety warning lights, strobe light and 15 emergency flashers 16 H. VADIS shall provide rain gear, foul weather 17 gear, footwear as required and clothing as 18 needed for its employees. 19 I VADIS employees shall tie litter bags filled 20 with litter, trash and debris at the top and 21 place them along the road shoulders in a manner 22 which will not cause a safety hazard to the 23 motoring public. 24 25 26 Agreement Vadis Northwest {a-vn96} Exhibit"A" Resolution No. 2712 January 18, 1996 Page 7 1 2 J VADIS shall follow accepted safety practices in 3 the performance of all work. After every work shift of litter clean-up and other assigned 4 5 tasks and services the following shall be done: 6 the work areas shall be inspected for fire hazards; electrical or power machines and/or 7 equipment shall be turned off; outside doors 8 and windows closed and locked; gates closed and 9 locked and all miscellaneous work tools and 10 equipment shall be inspected and put away 11 6. RESPONSIBILITY OF CITY. 12 A The CITY shall supply litter bags to VADIS 13 for its use in the collection of litter, trash and 14 debris CITY work crews will collect and dispose of 15 the filled bags 16 B The CITY shall supply traffic control 17 devices, e.g , signs and traffic cones to VADIS so 18 VADIS can place the traffic devices at work site(s) 19 20 to protect its employees while performing services under this Agreement. The CITY shall also provide 21 hard hats and reflective traffic vests. 22 23 C The CITY shall supply all grounds maintenance equipment and hand tools as needed, to 24 25 26 Agreement Vadis Northwest {a-vn9G} Exhibit "A" Resolution No. 2712 January 18, 1996 Page 8 1 perform duties under this Agreement for outside 2 grounds maintenance. 3 D. The CITY shall provide VADIS and its 4 Auburn supervisor a copy of the daily work schedule 5 and any change notices to use as a basic guide for 6 the distribution of work each week. The work 7 schedule may be changed as deemed appropriate by the 8 CITY and a copy of such changes provided to VADIS 9 and its Auburn supervisor The CITY shall determine 10 the priority to be given the various assignments. 11 The CITY shall verify that all services are 12 performed as scheduled. At the end of each month 13 the CITY shall note all services as either (S) 14 Satisfactory or (U) Unsatisfactory If any services 15 have been rated (U) , the CITY shall contact VADIS to 16 discuss the deficiency and action necessary to 17 correct the deficiency 18 7 . INDEMNIFICATION/HOLD HARMLESS. 19 VADIS agrees to defend, indemnify and hold harmless 20 the CITY, its elected and appointed officials, employees and 21 agents from any and all claims, demands and/or causes of 22 action of any kind or character whatsoever arising out of or 23 relating to VADIS, its officers, employees, subcontractors or 24 agents for any and all claims by any persons for alleged 25 26 Agreement Vadis Northwest {a-vn96} Exhibit "A" Resolution No. 2712 January 18, 1996 Page 9 1 personal injury, death or damage to their persons or property 2 to the extent caused by the negligent acts, errors or omission 3 of VADIS, its officers, employees, agents, subcontractors or 4 representatives and arising out of its performance of this 5 Agreement. In the event that any suit or claim for damage is 6 brought against the CITY, VADIS shall defend the CITY at its 7 sole cost and expense; provided that the CITY retains the 8 right to participate in said suit if any principle of 9 governmental or public laws is involved; and if final judgment 10 be rendered against the CITY and/or its officers, agents or 11 employees or any of them, or jointly against the CITY and 12 VADIS and its respective officers, agents, subcontractors, 13 employees or any of them, VADIS agrees to fully satisfy the 14 same and VADIS shall reimburse the CITY for any cost and 15 expense which the CITY has incurred as a result of such claim 16 or suit. The provisions of this section shall survive the 17 expiration or termination of this Agreement 18 8. INDEPENDENT CONTRACTOR/ASSIGNMENT. 19 The parties agree and understand that VADIS is an 20 independent contractor and not the agent or employee of the 21 CITY and that no liability shall attach to the CITY by reason 22 of entering into this Agreement except as otherwise provided 23 herein The parties agree that this Agreement may not be 24 25 26 Agreement Vadis Northwest {a-vn96} Exhibit "A" Resolution No. 2712 January 18, 1996 Page 10 1 assigned in whole or in part without the written consent of 2 the CITY. 3 9. I_NSURANCE. 4 VADIS shall procure and maintain for the duration of this 5 Agreement, comprehensive general liability insurance against 6 claims for injuries to persons or damage to property which may 7 arise from or in conjunction with services provided to the 8 CITY by VADIS, its officers, agents, employees or 9 subcontractors, under this Agreement. VADIS agrees to provide 10 comprehensive general liability insurance and shall maintain 11 liability limits of no less then ONE MILLION DOLLARS 12 ($1, 000, 000) combined single limit per occurrence for bodily 13 injury, personal injury and property damage 14 The general liability coverage shall also provide that 15 the CITY, its officers, employees and agents are to be covered 16 as additional insureds as respects Liability arising out of 17 the services or responsibilities performed by or under 18 obligation of VADIS under the terms of this Agreement, by 19 VADIS, its employees, agents and subcontractors 20 Liability coverages shall provide that VADIS ' insurance 21 coverage shall be primary insurance as respects the CITY, its 22 officials, employees and agents. Any insurance or self 23 insurance maintained by the CITY, its officials, employees or 24 agents shall be excess to VADIS' insurance and shall not 25 26 Agreement Vadis Northwest (a-vn96} Exhibit"A" Resolution No. 2712 January 18, 1996 Page 11 1 contribute with it Each insurance policy required by this 2 section of the Agreement shall be endorsed to state that 3 coverage shall not be suspended, voided, cancelled, reduced in 4 coverage or in limits except after forty (40) days prior 5 written notice by certified mail return receipt requested has 6 been given to the CITY VADIS agrees to provide copies of the 7 certificates of insurance to the CITY specifying the coverage 8 required by this section at the time that this Agreement takes 9 effect. The CITY reserves the right to require that complete, 10 certified copies of all required insurance policies be 11 submitted to the CITY at any time. 12 10 NONDISCRIMINATION. 13 VADIS may not discriminate regarding any services or 14 activities to which this Agreement may apply directly or 15 through contractual, hiring, or other arrangements on the 16 grounds of race, color, creed, religion, national origin, sex, 17 age, or where there is the presence of any sensory, mental or 18 physical handicap. 19 11 RECORDS AND DOCUMENTS. 20 VADIS agrees to maintain all books and records relating 21 to its operation and concerning this Agreement for a period of 22 three (3) years following the date that this Agreement is 23 expired or otherwise terminated VADIS further agrees that 24 the CITY may inspect any and all documents held by VADIS and 25 26 Agreement Vadis Northwest {a-vn96} Exhibit "A" Resolution Na 2712 January 18, 1996 Page 12 1 relating to this Agreement upon good cause at any reasonable 2 time within the three (3) year period. VADIS also agrees to 3 provide to the CITY, at the CITY 'S request, the originals of 4 all documents and information compiled in providing services to the CITY under the terms of this Agreement. 6 12 . TERMINATION OF AGREEMENT. 7 This Agreement may be terminated by either party upon 8 thirty (30) days written notice to the other party, and based 9 upon any cause In the event of a breach by VADIS of any of 10 the provisions of this Agreement, CITY reserves the right to 11 cancel and terminate the Agreement upon written notification 12 In the event of termination due to VADIS' breach it shall be 13 paid by the CITY for satisfactory services performed to the 14 date of termination. 15 13 . RENEWAL. 16 CITY shall have the option to renew this Agreement for 17 five additional one-year (1) terms with compensation the only 18 negotiable item The option must be exercised by written 19 notice sixty (60) days before the expiration of the term of 20 the Agreement 21 22 23 24 25 26 Agreement Vadis Northwest {a-vn96} Exhibit "A" Resolution No. 2712 January 18, 1996 Page 13 1 14. GENERAL PROVISIONS. 2 14 . 1 This Agreement shall be governed by the laws, 3 regulations and ordinances of the City of Auburn, the State of 4 Washington, King County, and where applicable, Federal laws. 5 14 .2 . All claims, disputes and other matters in question 6 arising out of, or relating to, this Agreement or the breach 7 hereof, except with respect to claims which have been waived, 8 will be decided by a court of competent jurisdiction in King 9 County, Washington. Pending final decision of a dispute 10 hereunder, VADIS and the CITY shall proceed diligently with 11 the performance of the services and obligations herein. 12 14 . 3 . The CITY and VADIS respectively bind themselves, 13 their partners, successors, assigns, and legal representatives 14 to the other party to this Agreement with respect to all 15 covenants to this Agreement 16 14. 4 . This Agreement represents the entire and 17 integrated Agreement between the CITY and VADIS and supersedes 18 all prior negotiations, representations or agreements either 19 oral or written. This Agreement may be amended only by 20 written instrument signed by both the CITY and VADIS. 21 14 . 5 Should it become necessary to enforce any term or 22 obligation of this Agreement, then all costs of enforcement 23 including reasonable attorneys fees, expenses and court costs 24 shall be paid to the substantially prevailing party 25 26 Agreement Vadis Northwest {a-vn96} Exhibit "A" Resolution No. 2712 January 18, 1996 Page 14 1 14 6. VADIS agrees to comply with all local, state and 2 federal laws applicable to its performance under this 3 Agreement. 4 5 6 CITY OF AUBURN 7 9 CHARLES A. BOOTH MAYOR 10 11 12 ATTEST: 13 14 ��Wtakt a- 15 Robin Wohlhueter, 16 City Clerk 17 18 APPROVED AS TO FORM 19 20 Q114( 21 Michael J. Reynolds, 22 City Attorney 23 24 25 26 Agreement Vadis Northwest {a-vn96} Exhibit "A"Resolution No. 2712 January 18, 1996 Page 15 1 VADIS NORTHWEST BY 76 4 5 TITLE 6 7 8 9 STATE OF WASHINGTON ) 10 ) ss COUNTY OF KING 11 !! On this /-7 day of -GJ/"L(a/-L/ , 1996, before 12 me, the undersigned, a Notary Tic in. gnd f the State of Washington, personally app ared C'Jt ,/A fOrti r?,Q�,I4(fl 13 to me known to be the / , of VADIS NORTHWEST, the non rofit corporation who executed the 14 within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said 15 nonprofit corporation for the uses and purposes therein mentioned, and on oath stated that he/she is authorized to 16 execute said instrument on behalf of said nonprofit corporation 17 IN WITNESS WHEREOF, I have hereunto set my hand and 18 affixed my official seal the date hereinabove set forth. 19 20 , tff$\%21 /44 22 a 9-29-e7 ) yet AUs�t0I0` NOTARY PUBLIC in and for he tine of%23 % F ........• ` O * Washington, residing at -',1�F ! 24 �op1WAS�� MY COMMISSION expires DC_� �_6 25 26 Agreement Vadis Northwest {a-vn96} Exhibit"A" Resolution No. 2712 January 18, 1996 Page 16 Kyo F CltnRteSA rBOOTHIA oR � \ AUBURN CITY ATTORNEY Alchncl 1.Rcr'nolJs Gts Auo"tcr JuJ C Ansa iIh . ' Assuiaul Cm Attorucr ■llaa■ 1` 25 WesMain, Auburn WA 98001-4998 Karen C Gulhcer, hrosccuior l (206) 931-3030 MO / 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 2712 of the resolutions of the City of Auburn, entitled "RESOLUTION NO " I certify that said Resolution No 2712 was duly passed by the Council and approved by the Mayor of the said City of Auburn, on the 5th day of February, 1996 Witness my hand and the seal of the City of Auburn this 16th day of February, 1996 Robin Wohlhueter City Clerk City of Auburn